ICHARGEIT INC
10SB12G/A, 2000-04-19
BUSINESS SERVICES, NEC
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     As filed with the Securities and Exchange Commission on April 19, 2000


                                                      Registration No. 000-28753

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                               AMENDMENT NO. 2 TO
                                   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


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

                                 iChargeit, Inc.
                 (Name of Small Business Issuer in its Charter)

<TABLE>
<CAPTION>
         Delaware                                 7373                        33-0880427
<C>                                    <C>                               <C>
(State or other jurisdiction of        (Primary Standard Industrial       (I.R.S. Employer
incorporation or organization)          Classification Code Number)       Identification No.)

                                          2184 West 190th Street
                                        Torrance, California 90504
                                              (310) 782-1122
</TABLE>
        ------------------------------------------------------------------
          (Address and telephone number of principal executive offices)

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

Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:

         Title of Each Class                      Name of Each Exchange on Which
         to be Registered                         Each Class is to be Registered

         Common Stock, par value $0.001           OTC Bulletin Board


<PAGE>

                                     PART I

Special Note Regarding Forward-Looking Statements.

         This registration statement on Form 10-SB contains forward-looking
statements that involve risks and uncertainties that address:

         -    business strategies;

         -    expectations regarding our strategy;

         -    our financial condition or results of operations;

         -    forecasts;

         -    trends, including growth, in the electronic commerce market; and

         -    new products.

         You generally can identify forward-looking statements by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "seeks," "pro forma," "anticipates," "estimates,"
"continues," or other variations thereof (including their use in the negative),
or by discussions of strategies, opportunities, plans or intentions. Such
statements include but are not limited to statements under the captions "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business," as well as captions elsewhere
in this prospectus. A number of factors could cause results to differ materially
from those anticipated by such forward-looking statements, including those
discussed under "Risk Factors" and "Business."


         In addition, such forward-looking statements necessarily depend upon
assumptions and estimates that may prove to be incorrect. Although we believe
that the assumptions and estimates reflected in such forward-looking statements
are reasonable, we cannot guarantee that our plans, intentions or expectations
will be achieved. The information contained in this registration statement,
including the section discussing risk factors, identifies important factors that
could cause such differences.

                                    BUSINESS

OVERVIEW

         iChargeit, Inc., a Delaware corporation, provides an on-line shopping
mall on the Internet which offers a range of goods and services for sale to
consumers over the Internet. Our primary web sites are www.iChargeit.com and
www.Shoppingplanet.com. We sell computer hardware, software, and other
computer components and peripheral products to the retail end-user through
our Shoppingplanet.com web site and conduct direct marketing and sales to
resellers through our subsidiary Bay Micro Computers, Inc.

         Our web sites host a variety of iChargeit-owned and third-party vendors
of Internet services, CD-ROMS, computers, artwork, clothing, gifts, baked goods,
leather goods, nutritional supplements,



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and other products and services. We showcase featured vendors on our web
site's main page, with each vendor displaying a banner link to a separate
vendor "store" hosted on our web site. Our intent is to provide value to both
the end-user and to our vendors by providing a range of goods and services in
one location. We believe that our vendors may see increased traffic from
customers arriving at our web site for the purpose of browsing for an
unrelated product or service.


         We offer a full range of cost effective service solutions for
businesses seeking electronic commerce capabilities. Our auction, Slide Show
Search, and other custom features enable us to "plug" companies into our
existing infrastructure, thereby saving companies development time and reducing
the costs associated with launching an electronic commerce web site.

HISTORY


         iChargeit, Inc. was incorporated on January 6, 1999 in the State
of Nevada. On March 10, 1999 iChargeit merged with and into Para-Link, Inc.,
a Texas corporation incorporated on January 22, 1997. On March 16, 1999
Para-Link changed its name to iChargeit, Inc. Para-Link was formed for the
purpose of engaging in network marketing of health and nutritional products,
but was inactive at the time of the merger with iChargeit, and had
essentially no assets and no operations. Although Para-Link had essentially
no assets and no operations, shares of Para-Link common stock were traded and
available for quotation through the Over The Counter Bulletin Board market.
Shares of Para-Link common stock were not, however, registered pursuant to
the Securities Exchange Act of 1934, as amended. The iChargeit-Para-Link
merger gave holders of iChargeit common stock potential liquidity, and
provided us with a better opportunity to raise capital. On November 12, 1999,
iChargeit, Inc., a Texas corporation, completed a Delaware reincorporation
merger with a its wholly-owned Delaware subsidiary corporation.


         Prior to the merger of iChargeit with and into Para-Link, Para-Link had
entered into a Plan and Agreement of Exchange dated February 22, 1999 with
HerbRX, Inc., a Nevada corporation, wherein the parties intended to exchange 4
million shares of common stock of Para-Link for all of the outstanding shares of
HerbRX, and HerbRX was to become a wholly-owned subsidiary of Para-Link.

         Pursuant to the terms of the Plan of Merger and Agreement between
iChargeit, Inc., a Nevada corporation, and Para-Link, Inc., a Texas corporation,
the iChargeit Nevada principals exchanged 100% of their outstanding shares of
stock of iChargeit Nevada for the shares of Para-Link which were held by the
HerbRX principals as a result of the Para-Link/HerbRX Agreement of Exchange. In
exchange for the Para-Link shares from the HerbRX principals, the iChargeit
Nevada principals pledged that they would cause Para-Link/iChargeit to spin off
approximately 80% of HerbRX to the HerbRX principals and undertake the
registration of such securities.

         Due to certain misunderstandings of the parties involved with the
Para-Link/HerbRX Plan and Agreement of Exchange, HerbRX was merged with and into
Para-Link and its separate existence was terminated on March 15, 1999. As a
result of this, Para-Link and the former HerbRX shareholders entered into an
Agreement dated as of March 16, 1999 to void the Para-Link/HerbRX merger and
rescind the Agreement and Plan of Exchange between the parties. Pursuant to the
Rescission Agreement entered into as of March 16, 1999, Para-Link formed a new
Nevada corporation named HerbRX, Inc. and issued to the former HerbRX
shareholders shares of common stock in the new HebRX, in identical amounts and
with identical certificate numbers, and the former HerbRX shareholders released
and indemnified Para-Link for any and all obligations which may


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have existed pursuant to the original Plan and Agreement of Exchange between
HerbRX and Para-Link. There is no current relationship between iChargeit and
HerbRx or the HerbRx shareholders.

         On November 12, 1999, we completed a merger with Bay Micro
Computers, Inc., a California corporation dba PC Shopping Planet, pursuant to
which Bay Micro Computers became a wholly-owned subsidiary of iChargeit. Bay
Micro had acquired PC Shopping Planet, including the Shoppingplanet.com
domain name and trademark, pursuant to an asset purchase in April of 1999.
Although the certificate of merger for the Bay Micro merger was not filed
until November 12, 1999, a majority of the outstanding shares of iChargeit
and Bay Micro Computers were voted to approve the merger on October 5, 1999.
Accordingly, our financial statements and the notes thereto reflect iChargeit
and Bay Micro Computers as a consolidated entity beginning on October 5, 1999.

         As a result of our merger with Bay Micro Computers, we are engaged in
consolidating Bay Micro's internet operations with the iChargeit.com and
Shoppingplanet.com web sites, and Bay Micro will focus on direct marketing of
computer hardware, software and other computer components and peripheral
products and on sales to resellers. We expect to complete the consolidation
of the iChargeit.com and Shoppingplanet.com web sites in the second quarter
of 2000.

INDUSTRY BACKGROUND

         The Internet is a world-wide series of interconnected electronic and/or
computer networks. Individuals and companies recently have recognized that the
technological capabilities of the Internet provide a medium not only for the
promotion and communication of ideas and concepts, but also for the presentation
and sale of information, goods and services. The Internet has been accessible
principally through personal computers, but recently several companies have
announced "Web TV" and hand-held wireless products designed to provide access to
the Internet through alternative devices. We believe that the new Web TV and
wireless products will increase the number of people shopping on-line through
the Internet.

         The terms "Electronic Commerce" and "Internet commerce" encompass the
use of the Internet for selling goods and services. The use of the Internet as a
marketing and advertising tool is enhanced by the ability to communicate
information through the Internet to a large number of individuals, businesses
and other entities. Because of the "virtual" nature of electronic commerce, an
on-line presence in the form of a web site for merchants can reduce
significantly or eliminate the costs of maintaining a physical retail facility.
On-line merchants can also achieve significant savings by eliminating
traditional product packaging, print advertising and other point of purchase
materials. Marketing on the Internet can be especially advantageous for smaller
companies because it removes many physical and capital barriers to entry and
levels the competitive playing field by allowing smaller companies to compete
with larger companies effectively.

         The unique characteristics of the Internet create a number of
advantages for online retailers and have dramatically affected the manner in
which companies distribute goods and services. Specifically, online retailers
use the Internet to:

         -        provide consumers with a broad selection of products and
                  services, increased information and enhanced convenience;

         -        operate with reduced overhead costs and greater economies of
                  scale;

         -        frequently adjust featured selections, editorial content and
                  pricing, providing significant merchandising flexibility;

         -        "display" a larger number of products than traditional
                  retailers at lower cost; and


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         -        obtain demographic and behavioral data about customers,
                  increasing opportunities for direct marketing and personalized
                  services.

         The Internet also provides a powerful and convenient means for
consumers to order products and services. As a result of the increased use of
the Internet and the benefits of online retailing, we believe consumer spending
on the Internet will grow rapidly.

         INTERNET SECURITY

         One of the largest barriers to a potential customer's willingness to
conduct commerce over the Internet is the perceived ability of unauthorized
persons to access and use personal information about the user, such as credit
card account numbers, social security numbers and bank account information.
Concerns about the security of the Internet include the authenticity,
verification and certification of who users are, and privacy protection for
access to private information transmitted over the Internet. We believe recent
advances in this area greatly have reduced the possibility of such unauthorized
access or use, which in turn may increase acceptance by consumers of electronic
commerce. We are not aware of any occasion in which a user's credit card was
misappropriated while transacting business on our web site. "See Risk
Factors--Insecure transmission of confidential information and third party
misconduct could hurt consumer confidence in Internet commerce."

         iChargeit's current electronic commerce services use secure sockets
layer, or SSL, protocol. SSL supports a fully digital encrypted session (up to
128-bit, depending on the browser) between the web browser and the web server.
This security method provides a high level of encryption protection for our
users' credit card numbers, bank account numbers, and other personal
information. To our knowledge, we have never experienced any significant
problems with security. However, we cannot assure you that we will never
experience such a problem in the future. See "Risk Factors--Insecure
transmission of confidential information and third party misconduct could hurt
consumer confidence in Internet commerce."

         ELECTRONIC COMMERCE SERVICES

         Electronic commerce services include the ability to import, organize
and retrieve products electronically, process transactions securely, and receive
credit card payments over the Internet. We have contracted with various third
party providers to create or service the various components of our web site,
such as our credit software, auction software and contest software. Depending on
the agreement, third party providers receive up-front payment or transaction
fees, or a combination of both. We do not own any proprietary rights to the
software used to power the various components of our web site. See "Business -
Intellectual Property."

PRODUCTS AND SERVICES

         As a result of our merger with Bay Micro Computers, we are
consolidating Bay Micro's Shoppingplanet.com web site, which sells computers
and computer components and peripheral products directly to the end-user,
with iChargeit's internet operations. We expect to complete the consolidation
of the iChargeit.com and Shoppingplanet.com web sites in the second quarter
of 2000. Our subsidiary, Bay Micro Computers, will conduct direct marketing
and sales of computer hardware, software and other computer components and
peripheral products to resellers. Our internet business will be referred to
as the "iChargeit Shopping Planet," with the primary web site address at
Shoppingplanet.com, as well as our iChargeit.com web site. All of the
e-commerce software,


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products and services currently available on the iChargeit.com web site will
be included under the Shoppingplanet.com brand and web site. We intend to
devote the majority of our advertising and marketing efforts to develop the
Shopping Planet name. The combined Shopping Planet and iChargeit content will
be divided into the following five areas of interest on our main web site,
which will guide users to the products and services available:

         -        PC SHOPPING PLANET, which targets the computer retail market;

         -        SHOP THE PLANET, which targets the on-line shopper by offering
                  a wide selection of products, as well as links to our
                  affiliate partner web sites;

         -        ENJOY THE PLANET, which will offer a selection of content
                  driven and game oriented sites to attract repeat visitors and
                  develop brand loyalty;

         -        CONNECT THE PLANET, which will offer people the ability to
                  connect to the Internet using various iChargeit-branded
                  Internet related products and services; and

         -        B2B SHOPPING PLANET, which we intend to build as a web site
                  for computer resellers and manufacturers to conduct business
                  to business commerce over the Internet.

         Users can view each of iChargeit's properties by accessing the
iChargeit.com web site. To purchase items offered by iChargeit, the user simply
can submit an order on-line and enter a credit card number. The products and
features offered by PC Shopping Planet and Shop the Planet are available
currently. We intend to complete the construction of Enjoy the Planet, Connect
the Planet and B2B Shopping Planet at various times during the second quarter of
2000.

         PC SHOPPING PLANET

         PC Shopping Planet originally was founded in September 1995 as a mail
order business, and began selling over the Internet approximately two months
later. Bay Micro acquired PC Shopping Planet, including the Shoppingplanet.com
domain name and trademark, pursuant to an asset purchase in April 1999.
Currently, PC Shopping Planet is an Internet retailer of computers, computer
components and peripherals, and computer upgrade kits. The PC Shopping Planet
web site is at www.Shoppingplanet.com.

         PC Shopping Planet offers a wide range of high-quality personal
computer hardware, including mother boards, memory chips, multi-media kits,
video/graphics products, accelerators, and peripherals, as well as additional
products and accessories for replacement and upgrades, all at the lowest
possible prices. PC Shopping Planet offers upgrade kits as a cost-effective
alternative to the replacement of existing personal computers. PC Shopping
Planet offers rapid order processing, 24-hour on-line ordering and a toll-free
number at 800-422-9381 for phone orders.

         The Shoppingplanet.com web site sets forth a straight-forward layout
with distinct departments and product categories. A "HOTBUYS" section features
new products and current specials. PC Shopping Planet also offers discount
pricing for corporate and volume purchases. In addition to on-line ordering,
customer service representatives are available during normal business hours to
answer all product questions and to provide technical support. PC Shopping
Planet also sends informative e-mail newsletters to its customers providing
product announcements, technical tips and computer news to its customers.


         Beginning in April 2000, we will begin offering Home Theatre
Mini-PC's, which incorporate a DVD player, wireless keyboard and optional CD
recorder to watch movies, create CD's and "surf the web" from a single
device. These PC's will be offered through shoppingplanet.com.

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         SHOP THE PLANET

         Shop the Planet is the section of Shoppingplanet.com which contains
four of iChargeit's main web sites, including iChargeit.com, iSwapit.com,
iDownloadit.com and Shoppersgateway.net. We began operating Shop the Planet on
February 1, 2000.

         iChargeit.com

         The iChargeit.com e-commerce software includes credit software,
membership software, auction software, and other features such as Slide Show
Search.

         CREDIT SOFTWARE. We plan to launch the iChargeit.com credit software in
the third quarter of 2000. The credit software gives iChargeit the ability to
deposit iChargeit credits into any customer's account who has registered as a
member. iChargeit member-customers can create and maintain balances of
artificial currency called iChargeit credits, which have the same dollar value
as real money when shopping anywhere in the iChargeit web site. For example,
$10.00 worth of iChargeit credits purchase $10.00 worth of goods on any of our
web sites, subject to our ability to determine on a per product basis which
items can be paid for with iChargeit credits.

         When a member customer with iChargeit credits in their account wishes
to purchase a product from our web site using these credits, they proceed in the
same manner as if they were purchasing with a credit card. Our shopping cart
offers the customer the option of paying wholly with iChargeit credits, or a
combination of iChargeit credits and credit card. A member customer will earn
iChargeit dollars through a two percent rebate on all purchases made on many of
our web sites, which are then deposited in member accounts after each purchase.

         MEMBERSHIP SOFTWARE. Our currently available membership software
tracking system allows us to create and maintain an interactive membership
database. To register, a customer selects a user name and password for logging
on iChargeit.com, which gives the customer the ability to store frequent
shipping destinations, billing information and other information useful for
online ordering of products through our web sites. A registered customer not
only will earn iChargeit dollars with each eligible purchase, but upon entering
their name and password, can select pre-formatted delivery information and enter
their credit card information. Once they are finished shopping, their on-line
order is complete, allowing for an express check-out. The membership software
allows each member to view their previous order history, the status of any open
orders they have placed, and access their iChargeit dollars credit balance.

         The membership software also allows us to assign various members
sharing similar characteristics to different user groups. For example, we may
offer different pricing structures or mark-ups to various user groups, and
quantity discounts and other rewards for large orders or repeat buyers. Our
membership software is available currently.

         SLIDE SHOW SEARCH. Slide Show Search is a multimedia slide show search
software currently available on the iChargeit.com mall web site. The search
software is in a slide show format which moves from product-to-product,
automatically allowing the shopper to go backward or forward among the
merchandise being shown. Viewers may examine or buy products and services, while
controlling the time they wish to spend on any one product and/or service.
iChargeit also plans to offer this service to web sites that store their
products in a database.


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         iSwapit.com

         AUCTION SOFTWARE. Our auction software appears on our iSwapit.com web
site and offers two major features. The first feature functions like a
traditional auction, and allows individuals the ability to place items up for
auctions on the iSwapit.com auction web site. Any of our members can create an
on-line auction ad, which can include a photo image of the product for viewing
by a potential bidder during an auction. Initially, we are not charging members
for placing auction ads in order to encourage sellers to place their items up
for auction with iChargeit. The seller has the choice of accepting payment in
the form of credit cards, COD, personal checks, on-line escrow or iChargeit
credits. Customers interested in bidding on a seller's product either can place
a bid for such item, or contact the seller directly. Eventually, we expect to
earn revenues by charging a fee to set up an auction or collecting a percentage
of the final bid price in a successful auction, or a combination of both.

         A seller also can place individual items up for auction on our web site
iBarterit.com. iBarterit.com will function substantially the same as
iSwapit.com, with the difference being that a potential purchaser at auction
will not bid with cash, but will offer something else in trade, as in an
exchange transaction. iBarterit.com also appears under the B2B Shopping Planet
interest area of our web site. For now, we are not charging to place an auction
on iBarterit.com. However, eventually we expect to earn revenues through
iBarterit.com from a combination of transaction fees and advertising.

         The second feature of the auction software allows a retailer who has
set up an electronic storefront on our web site to list any product and sell it
either directly through the storefront and/or through the iSwapit.com auction
site. We offer on-line retailers in our iChargeit.com cybermall storefront all
of the functions and features available from our e-commerce software. All of the
retail stores in our cybermall can offer all or any of their products for sale
directly from the storefront or through an iSwapit.com auction. In addition, our
mall allows retail storefronts to show different pricing for predetermined
member groups. All retailers appearing in the iChargeit.com cybermall have their
entire product line available through the iChargeit search databases, and can
accept or award iChargeit credits.

         Our auction software is currently available to users of iSwapit.com or
iBarterit.com

         iDownloadit.com

         SOFTWARE STOREFRONT. We offer the ability to purchase downloadable
software on our web site iDownloadit.com, by virtue of a resellers agreement
with Digital River, a distributor of software. The hosting, creation,
maintaining and order processing and fulfillment are handled by Digital River.
We receive a monthly commission on all sales through the iDownloadit.com web
site. We currently offer approximately 170,000 software titles through
iDownloadit.com.

         Shoppersgateway.net.


         Shoppersgateway.net is our on-line shopping directory of links under
various categories to top shopping sites across the internet.
Shoppersgateway.net provides links to approximately 100 other shopping web sites
and Internet retailers. Shoppersgateway.net is part of iChargeit's overall
strategy to provide users with one central doorway specifically geared for easy
to navigate shopping. Shoppersgateway.net allows users to browse and select from
either a "Directory of Stores" or a


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"Popular Categories" menu to view an array of iChargeit mall tenants and
fulfillment partners. Shoppersgateway.net is accessible from the
iChargeit.com cybermall. From Shoppersgateway.net, users also can view
iChargeitnews.com or iQuizshow.com. Users also can register for a newsletter
which provides updates regarding special items. We have affiliate revenue
sharing agreements through which we receive from three to fifteen percent of
any sales made on other shopping web sites or other Internet retailers
resulting from these links. Sales generated through these links currently do
not constitute a significant source of revenues.



         VIRTUAL PC BUILDER. In April 2000, we intend to introduce our
Virtual PC Builder, which will allow users to build to order their own
personal computers through the shoppingplanet.com website.


         ENJOY THE PLANET

         Enjoy the Planet will offer a selection of content driven and game
oriented sites to attract repeat visitors and develop brand loyalty. Enjoy the
Planet was launched February 1, 2000 as a component of Shoppingplanet.com.

         CONTEST SOFTWARE. Our contest software will be located on the
iQuizshow.com web site when that web site becomes operational in March 2000. We
intend to offer weekly and monthly contests offering prizes consisting of
iChargeit credits, and various merchandise such as palm pilots or personal
computers. The contests appearing on iQuizshow.com are intended to direct
traffic to our web sites. The contests are comprised of a series of multiple
choice questions, and contestants receive their scores upon completion of a
quiz. The winners are the three contestants who have the most correct answers to
the contest questions. In the event more than three contestants are tied for the
three highest scores, a tie breaker question will be e-mailed to each of the
finalists. Winners of each contest are notified automatically via e-mail upon
completion of each contest.

         iChargeitnews.com. Through an agreement with United Press
International, or UPI, our fully operational iChargeitnews.com web site features
headline news, daily horoscopes and a daily almanac. Approximately 350 news
articles are updated daily. We realize revenues from this site through the sale
of banner advertising.

         iChargeit.net. iChargeit.net is a search portal powered by
FindWhat.com, Inc., a version of pay for position search software through which
advertisers bid for high listings under the various search keywords. Due to
minimal traffic, we have discontinued the operation of the iChargeit.net site
and all internet traffic to the site is redirected to Shoppingplanet.com.

         INTERNET SERVICE

         We plan to introduce and offer branded Internet service beginning in
May 2000, pursuant to a reseller agreement with StarNet, Inc., a third-party
internet service provider. Pursuant to our agreement with StarNet, we will offer
dial-up internet access accounts with local access phone numbers in 520 cities
in the United States and Canada, as well as high speed DSL subscriber lines in
approximately ten selected cities, with additional cities to be added in the
future. Our Bay Micro support staff will offer telephone technical support for
all of our internet service provider, or ISP, accounts.

         iChargeit.net ISP. We plan to market iChargeit.net ISP as a standard
ISP beginning in May 2000. We will market the service primarily by distributing
free CD Roms containing an internet explorer browser and desktop navigation
toolbar which will link to our internet services and shopping destinations. The
CD Roms will offer free internet access for a period of ninety (90) days, and
will be distributed with each private-label Bay Micro personal computer sold.


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       KidsafeISP. In September 2000, we plan to introduce an Internet
service provider targeted at children and marketed to parents and schools
under the brand name Kidsafe ISP. Kidsafe ISP will offer all of the services
of a traditional ISP, but will filter unwanted or objectionable material,
such as adult content. The goal of the iChargeit Kidsafe ISP is to protect
children from inappropriate and unwanted material. The content filtering
process is initiated at the server level to ensure that the unwanted material
does not reach the end-user, instead of at the computer. The filtering
process developed by N2H2, Inc. uses people instead of computers to evaluate
thousands of suspect web pages each day to determine their acceptability.
This process has created a database with over 6 million pages in more than 30
categories which are child-safe and free from objectionable content. We
anticipate that demand for child-safe Internet access will increase as more
parents become aware of the difficulty in preventing their children's
exposure to such content.

         CONNECT THE PLANET

         Connect the Planet will offer people the ability to connect to the
Internet using various iChargeit-branded Internet related products and services.
The Connect the Planet portion of Shopping Planet was integrated and launched as
part of Shoppingplanet.com as of February 1, 2000. We expect to complete
construction of Connect the Planet during the end of the second quarter of 2000.

         INTERNET PAY TERMINALS. We have entered into a co-branded marketing
agreement with Info Touch Technologies to market computer kiosks to provide
users with Internet access in public locations. Customers can access the
internet to browse the web or send and receive e-mail. The end-user will be
charged on a per minute basis and can pay with either cash or a credit card. We
intend to market these Internet pay terminals, or IPTs, to owners of hotels,
bars, restaurants, coffee shops, shopping malls and other high traffic
locations. Although originally we contemplated purchasing turn-key kiosks from
Info Touch, with our acquisition of Bay Micro Computers, we have begun building
IPTs using Bay Micro's computer equipment and Info Touch's software and housing.
We expect this to lower our cost per terminal. We are marketing the IPTs in
Southern California through Bay Micro Computer's staff, and intend to use a
sales representative to market the IPTs on the East Coast by the end of 2000. A
full line of terminals also are available on the iChargeit.com web site for
users to view and purchase. The purchaser or lessee of an IPT will generate
income through per the minute charges incurred by the user.

         We will offer the IPT for sale, and for lease through a third party
leasing agreement similar to any equipment leasing transaction. We expect that
businesses with satisfactory credit will be able to lease an iChargeit IPT for
approximately $200 per month. Through our agreement with a third party leasing
company, we would receive payment in full for the sale of the IPT within 48
hours of delivery of the IPT to a potential lessee. We expect the retail cost of
an IPT to be approximately $5,000. We also may finance and deploy iChargeit
owned IPTs and place such IPTs in high traffic locations, and would share the
revenue generated by the IPT with the owner of the high traffic venue.
Additionally, we have established links to 100 internet shopping destinations
where we share sales commissions with the owner of the IPT from online orders
placed through the IPT.

         Webpage-mail.com. We have developed an e-mail tool called Object
Transfer Technology. This technology allows people to e-mail live web pages
complete with images and banner ads to almost any e-mail recipient. When the
mail arrives, the live HTML appears in the body of the e-mail instead of as an
attachment at the bottom of the e-mail. Webpage-mail.com is currently available
to the public.


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         We plan to generate revenue from the Webpage-mail.com in several
ways. First, we intend to give free access to a version of Webpage-mail.com
technology that places our banner ads at the top of each e-mail sent using
Webpage-mail.com. Second, we offer the ability of other web sites to
integrate this technology into their web site. On each web site which
incorporates our technology, there will be an input window to e-mail the web
page to a friend. When any visitor e-mails this independent web page from a
retailer who has incorporated our Webpage-mail.com technology, a third party
advertiser's banner ad will appear at the top of the e-mail when it is
opened. Third, we expect to market an unlocked version of Webpage-mail.com
which does not include our banner ads and branding. This unlocked version
will be licensed to web sites for a monthly fee.

         B2B SHOPPING PLANET

         B2B Shopping Planet will be a web site for computer resellers and
manufacturers to conduct business to business commerce over the Internet. We
expect to begin operation of B2B Shopping Planet in June 2000 in conjunction
with the start of operations of Baymicro.net.

         IBARTERIT.COM. We plan to introduce iBarterit.com as an electronic
commerce system for business-to-business transactions. iBarterit.com enables
businesses to exchange goods and/or services on the iChargeit.com web site
for selected products available in the iChargeit.com cybermall or for other
items available from iBarterit.com. The "seller" will possess the option at
the end of a business day to accept cash, merchandise or services in any
combination, in exchange for the product. In addition, transactions can be
consummated using partial payments in cash and partial payments with
iChargeit credits. We expect to launch iBarterit.com in the first quarter of
2001 once all other iChargeit projects are fully operational.

         BAYMICRO.NET. We intend to launch Baymicro.net in June 2000 as an
anchor tenant of our B2BShoppingplanet.com web site. Baymicro.net will
integrate a form of accounting software with a web site storefront linked to
Bay Micro Computer's inventory and sales software. Baymicro.net will be a
password protected web site available only to computer resellers.

BAY MICRO COMPUTERS


         Bay Micro Computers is a wholeseller and direct marketer of computer
hardware, software and other computer components and peripheral products,
primarily to a network of resellers, universities, school districts and
government agencies. Bay Micro offers a line of desktop personal computers
under the brand name Bay Micro Computers. Advanced Micro Devices, Inc.
contributes up to $3,500 per quarter towards Bay Micro advertising that
includes the AMD logo and AMD products available through Bay Micro. Bay Micro
also has relationships with several other leading computer hardware
manufacturers, including SOYO and iWill, both motherboard manufacturers.
SOYO's United States web site, www.soyousa.com and iWill's web site,
iwillusa.com provide links to our Shoppingplanet.com site, and list our
telephone number. We are authorized resellers and direct distributors for
both manufacturers. The ability of Bay Micro to maintain these relationships,
as well as establishing additional direct relationships with other leading
computer manufacturers, is essential to Bay Micro's ability to remain
competitive, in order to obtain competitive pricing and joint marketing
assistance.


INTERNET FULFILLMENT CENTER

         We maintain an inventory of most of the computer products and
equipment sold by PC Shopping Planet and Bay Micro Computers at our
headquarters in Torrance, California. If the


                                       10
<PAGE>


inventory is in stock, our staff will pack and ship from the warehouse a
customer's order normally within five days of receipt. We also can provide
our storefront customers with warehousing, packing, and shipping fulfillment
capabilities through the iChargeit fulfillment center, or IFC, pursuant to a
joint venture with E.C. Net, L.L.C. Members of the IFC program ship their
products or merchandise in bulk to our fulfillment center. Our software
routes orders to our fulfillment center and assures accurate income
processing. As soon as orders are received from the merchant's storefront
through our web site, IFC's fulfillment processors will pack and ship the
product directly to the ordering customer. As inventory depletes to
pre-determined levels, the IFC system will notify suppliers of the portion of
their inventory that needs to be replenished.

         Our joint venture fulfillment center is located at E.C. Net's
warehouse in Louisville, Kentucky. E.C. Net's warehouse is part of a
warehouse owned by an affiliate of EC Net and is located within three miles
of a UPS air hub. None of our customers have utilized this service.

STRATEGY

         Our strategy is to continue to develop the iChargeit.com web site by
adding new features such as a membership generator and database, a fully
automated contest software, credit software, a database to maintain credit
balances, a shopping cart system which accepts iChargeit credits on a store
by store basis among iChargeit properties, and the auction software.

SALES AND MARKETING

         We intend to attract visitors to our web site in order to increase
our advertising revenue and sales of products offered by us and our merchants
through a combination of advertising and promotion efforts. Although we
currently do not have the cash resources to engage in large scale or high
profile advertising campaigns, we intend to raise additional funds in the
future in order to increase our advertising by conducting direct mail
campaigns targeted to computer households, placing advertisements in
newspapers, and eventually through radio and television campaigns. We also
expect to use additional funds to list computer products in product listing
web sites such as cnet.com and shopping.com and pay per click or pay for
position search engines. In addition, we currently offer and will continue to
offer rebate promotion on certain products using iChargeit dollars, or
credits, which can be applied towards future purchases.

         We believe that on-line affiliations are an efficient format for
brand building and we currently are considering affiliations with portals and
service providers due to their strength with our target customer bases.

COMPETITION

         The on-line commerce market is new, rapidly evolving and intensely
competitive. Our current or potential competitors include (i) e-commerce
solution providers that provide shopping cart based transaction products such
as: Yahoo/Viaweb, Icat and Pandesic; (ii) Web developers that incorporate
E-commerce products in their solutions such as Mercantec, Hiway and
Simplenet; (iii) on-line shopping malls and auction houses such as The
Internet Mall, Branch Mall, iMall, the Yahoo Store, Amazon.com, eBay and
Zauction; and (iv) product search software and comparison shopping sites such
as Excite's Jengo, Yahoo Junglee, MSN's Sidewalk.com and Webmarket.com.


                                       11
<PAGE>

         We believe the principal competitive factors in this market are
brand recognition, selection, personalized services, convenience, price,
accessibility, customer service, quality of search tools, quality of
editorial and other site content, reliability and speed of fulfillment. We
have limited resources and a brief operating history. Most of our competitors
have longer operating histories, larger customer bases, greater brand
recognition and significantly greater financial, marketing and other
resources than we do. Some of our competitors may be able to secure
merchandise from vendors on more favorable terms, devote greater resources to
marketing and promotional campaigns, adopt more aggressive pricing or
inventory availability policies and devote substantially more resources to
web site and systems development than we can. Increased competition may
result in reduced operating margins, loss of market share and a diminished
brand franchise.

GOVERNMENT REGULATION

         We currently are not subject to direct regulation by any government
agency, other than regulations applicable to businesses in general. For
example, the formation of a licensed insurance agency web site to sell
insurance will be subject to all of the laws and regulations applicable to
insurance agencies generally. However, there currently are few laws or
regulations directly applicable to Internet access or electronic commerce. It
is possible that in the future laws and regulations may be adopted with
respect to the Web, covering issues such as user privacy, pricing,
characteristics and quality of products and services. Moreover, the
application of existing laws in various jurisdictions governing issues such
as property ownership, sales and other taxes, libel and personal privacy is
uncertain and may take years to resolve.

EMPLOYEES

         As of March 1, 2000, including Bay Micro Computers, we have 20
salaried employees and 3 hourly employees.

INTELLECTUAL PROPERTY

         We do not possess any patents. We rely on a combination of
trademark, copyright and trade secret laws to protect our proprietary rights.
We have registered the trademark "Shopping Planet" in the United States and
have applied for the trademark "iChargeit." In addition, we own most of the
domain names of the web sites appearing in our cybermall.

                                  RISK FACTORS

         Before you invest in our securities, you should be aware that there
are various risks, including the ones listed below. You should carefully
consider these risk factors, as well as the other information contained in
this registration statement, in evaluating an investment in our securities.

WE HAVE A LIMITED OPERATING HISTORY

         We began conducting an electronic commerce based business on March
10, 1999. Since that time, we are continuing to develop our web site and
expand the range of products and services we offer. We have not generated
significant recurring revenues from on-line electronic commerce services.
Accordingly, we have a limited operating history, which makes an evaluation
of our business and prospects difficult. Our business and prospects must be
considered in light of the risks,


                                       12
<PAGE>

expenses and difficulties frequently encountered by companies in their early
stage of development, particularly companies in new and rapidly evolving
markets such as on-line electronic commerce. These risk and difficulties
include, but are not limited to:

         -   an evolving and unpredictable business model;

         -   our ability to anticipate and adapt to a developing and
             rapidly changing market;

         -   unforeseen changes and developments in our strategic partners'
             activities and direction;

         -   lack of sufficient customers, orders, sales or cash flow; and

         -   lack of widespread acceptance of the Internet as a means of
             purchasing products and services.

In order to address these risks, we must, among other things:

         -   implement and execute our business strategy successfully;

         -   continue to develop and upgrade our technology;

         -   improve our web site and product offerings in response to
             competitive developments;

         -   provide superior customer service;

         -   attract, retain and motivate qualified personnel; and

         -   meet the expectations of our strategic partners.

         We cannot assure you that we will succeed in addressing these risks,
and our failure to do so could have a material adverse effect on our
business, prospects, financial condition and results of operations.

WE HAVE EXPERIENCED HISTORICAL LOSSES AND ANTICIPATE FUTURE LOSSES

         Since our inception, we have incurred significant operating losses,
and as of December 31, 1999, we had an accumulated deficit of $10,166,000.
We expect to increase our operating expenses significantly to expand our
marketing operations, and increase our level of capital expenditures to
further develop and maintain our proprietary software. Such increases in
operating expense levels and capital expenditures will adversely affect
short-term operating results, and therefore we believe that we will incur
substantial losses for at least the next twelve months. We cannot assure you
that we ever will achieve or maintain profitability or generate cash from
operations.

WE CANNOT ACCURATELY PREDICT OUR REVENUES DUE TO OUR LIMITED OPERATING HISTORY

         In light of our limited operating history and the rapidly evolving
nature of the markets in which we compete, our revenues and operating revenues
are difficult to predict. We expect to experience significant fluctuations in
our future quarterly operating results due to a variety of factors,



                                       13
<PAGE>

many of which are outside our control. Factors that may adversely affect our
quarterly operating results include the following:

         -   our ability to attract and retain merchants on our web site;

         -   the level of traffic on our web site and our ability to
             convert visitors to our web site into customers;

         -   consumer confidence in encrypted transactions on the Internet;

         -   the level of use of the Internet and on-line services;

         -   increasing consumer acceptance of the Internet as a medium for
             commerce;

         -   our ability to upgrade and develop our systems and
             infrastructure that we use to process customer's orders and
             payments;

         -   the announcement or introduction of new sites, services and
             products by us and our competitors;

         -   consumer demand and acceptance of the products and services we
             offer;

         -   the level of product returns;

         -   unexpected increases in shipping costs or delivery times;

         -   technical difficulties, system downtime or Internet brownouts;

         -   the amount and timing of operating costs and capital;

         -   expenditures relating to expansion of our business;

         -   any future governmental regulation;

         -   the termination of existing or failure to develop new
             relationships with our business partners; and

         -   general economic conditions and economic conditions specific
             to the Internet and on-line commerce.

         We also face unforeseeable seasonal sales fluctuations related to
our increasing focus on retail Internet commerce. Due to the above factors,
our operating results likely will fluctuate in the future, making period to
period comparisons difficult and possibly unreliable. Any change in the above
factors could reduce our gross margins in future periods. If our operating
results fall below the expectations of our stockholder and/or securities
analysts and investors, the trading price of our common stock would likely
decrease significantly. See "Item 2 - Management's Discussion and Analysis or
Plan of Operation."


                                       14
<PAGE>

WE NEED TO ATTRACT VISITORS AND GENERATE REVENUE

         Our future success will depend in part on our ability to generate
substantial revenue. We have been engaged in electronic commerce for less
than one year, and are continuing to upgrade our web site and increase the
number of products and services we offer. Our future success depends on our
ability to attract visitors and convert visitors into customers who make
repeated purchases over time. If we fail to attract customers and repeat
purchasers, we will not grow or become profitable.

WE MUST MANAGE OUR GROWTH

         We believe that we must expand our present operations significantly
in order to maximize potential growth. This expansion would likely place a
significant strain on our management, operational and financial resources. We
may hire new employees for a number of key managerial and technical
positions, and we will need to integrate them into our management team. In
order to manage our growth, we must continue to implement and improve our
operational and financial systems, expand existing operations, attract and
retain superior management and train, manage and expand our employee base.
Further, our management will have to maintain relationships with various
merchants and other third parties. We cannot assure you that we will manage
the expansion of our operations effectively, that our systems, procedures or
controls will support our operations adequately or that our management will
implement our business plan successfully. If we cannot manage our growth
effectively, them our business, financial condition and results of operations
could suffer a material adverse effect.

WE EXPECT THAT WE WILL REQUIRE ADDITIONAL FUNDING TO EXPAND OUR BUSINESS. GROWTH
AND ACQUISITIONS MAY STRAIN OUR MANAGEMENT, OPERATIONAL AND FINANCIAL RESOURCES

         We expect that we will require additional financing in order to
expand our business. Our working capital requirements over the next
twenty-four months will depend on a variety of factors, including our ability
to implement our business plan. We cannot assure you that we will
successfully negotiate or obtain additional financing, or that we will obtain
financing on terms favorable or acceptable to us. We do not have any
commitments for additional financing. Our ability to obtain additional
capital depends on market conditions, the national economy and others factors
outside our control. If we do not obtain adequate financing or such financing
is not available on acceptable terms, our ability to finance our expansion,
develop or enhance services or products or respond to competitive pressures
would be limited significantly. Our failure to secure necessary financing
could have a material adverse effect on our business, prospects, financial
condition and results of operations. "Item 2 - Management's Discussion and
Analysis or Plan of Operation."

WE ARE DEPENDENT ON THE CONTINUED GROWTH OF INTERNET COMMERCE

         The market for the sale of goods over the Internet is a new and
emerging market. Rapid growth in the use of, and interest in, the Internet is a
recent phenomenon and may not continue to develop. Our business could be harmed
if any of the following situations occur:

         -   the use of the Internet does not continue to grow or grows
             more slowly than expected;

         -   the Internet's infrastructure does not effectively support the
             growth that may occur; and

         -   the Internet does not become a viable commercial marketplace.


                                       15
<PAGE>

WE DEPEND ON OUR ABILITY TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS

         We believe that our trademarks and other proprietary rights are
important to our success and competitive position. However, we do not possess
any patents. We rely on a combination of trademark, copyright and trade
secret laws to protect our proprietary rights. We have registered the
"Shoppingplanet" trademark in the United States and claim trademark rights
in, and have applied for trademark registrations in the United States for,
iChargeit. We cannot assure you that we will secure significant protection
for our proprietary rights or that claims will not be made against us in
connection with our proprietary rights. The actions we take to establish and
protect our trademarks and other proprietary rights may be inadequate to
prevent imitation of our services or products or to prevent others from
claiming violations of their trademarks and proprietary rights by us. In
addition, others may develop similar technology independently or assert
rights in our trademarks and other proprietary rights. The laws of other
countries may afford us little or no effective protection of our additional
property.

INTELLECTUAL PROPERTY CLAIMS AGAINST US CAN BE COSTLY AND COULD IMPAIR OUR
BUSINESS

         Other parties may assert infringement or unfair competition claims
against us. We cannot predict whether third parties will assert claims of
infringement against us, or whether any past or future assertions or
prosecutions will harm our business. If we are forced to defend against any
such claims, whether they are with or without merit or are determined in our
favor, then we may face costly litigation, diversion of technical and
management personnel, or product shipment delays. As a result of such a
dispute, we may have to develop non-infringing technology or enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may be unavailable on terms acceptable to us, or at all. If there
is a successful claim of product infringement against us , or at all. If
there is a successful claim of product infringement against us and we are
unable to develop non-infringing technology or license the infringed or
similar technology on a timely basis, it could impair our business.

OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO ADAPT TO RAPIDLY CHANGING
TECHNOLOGIES IN OUR INDUSTRY

         The market in which we compete is characterized by rapidly changing
technology, evolving industry standards, frequent new service and product
announcements, introductions and enhancements, and changing customer demands.
These market characteristics are exacerbated by the emerging nature of the
internet and the introduction by companies from multiple industries of
web-based based products and services. Accordingly, our future success will
depend on our ability to adapt to these changes and to improve the
performance, features and reliability of our service in


                                       16
<PAGE>

response to competitive service and product offerings, emerging technology
and evolving demands of the marketplace. If we fail to adapt to these
changes, there would be a material adverse effect on our business, results of
operations and financial condition. In addition, the widespread adoption of
new Internet, networking or telecommunications technologies or other
technological changes could require us to make substantial expenditures to
modify or adapt our services or infrastructure, which could have a material
adverse effect on our business, results of operations and financial condition.

         The success of our services will depend in large part upon industry
development of an infrastructure for providing Internet access and services. A
number of these issues are beyond our control:

         -   The Internet could lose its viability due to delays in the
             development or adoption of new standards and protocols
             intended to handle increased levels of Internet activity, or
             due to increased governmental regulation.

         -   The recent growth in the use of the Internet has caused
             frequent periods of performance degradation, requiring the
             upgrade of routers and switches, telecommunications links and
             other components forming the infrastructure of the Internet
             service providers and other organizations with links to the
             Internet. Any actual or perceived degradation in the
             performance of the Internet as a whole could decrease the
             demand for our services.

         -   Our ability to increase the speed with which we provide
             services to customers and the scope of such services
             ultimately is limited by and reliant upon the speed and
             reliability of the networks operated by third parties. Thus,
             the emergence and growth of the market for our services is
             dependent on improvements being made to the entire Internet
             infrastructure to alleviate overloading and congestion.

         If the infrastructure or complementary services necessary to make
the Internet a viable commercial marketplace are not developed or if the
Internet does not become a viable commercial marketplace, our business,
results of operations and financial condition will be materially adversely
affected.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OPERATIONS

         Our performance depends substantially on the continued services and
performance of our senior management and other key personnel particularly
Jesse Cohen, our Chief Executive Officer. Our performance also depends on our
ability to retain and motivate our other officers and key employees. We have
relatively few senior personnel, and thus the loss of any single individual
could interrupt our operations significantly. The loss of the services of any
of our executive officers or other key employees could have a material
adverse effect on our business, prospects, financial condition and results of
operations. All of our senior management joined us in the part year. Our
future success depends on the ability of these officers working together
effectively. Our future success also depends on our ability to identify,
attract, hire, train, retain and motivate other highly skilled technical,
managerial and marketing personnel. Competition for such personnel is
intense, and we cannot assure you that we will succeed in attracting and
retaining such personnel. Our failure to attract and retain the necessary
technical, managerial and marketing personnel could have a material adverse
effect on our business, prospects, financial condition and results of
operations.


                                       17
<PAGE>

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE, AND MANY OF OUR
COMPETITORS ARE LARGER AND HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE DO.

         The on-line electronic commerce market, particularly over the web,
is new, rapidly evolving and intensely competitive. Our current or potential
competitors include the following:

         -   E-commerce solution providers that provide shopping cart based
             transaction products such as Yahoo/Viaweb, icat and Pandesic;

         -   Web developers that incorporate E-commerce products in their
             solutions such as Mercantec, Hiway and Simplenet;

         -   on-line shopping malls and auction houses such as The Internet
             Mall, iMall, Branch Mall, the Yahoo Shopping Guide, eBay and
             Amazon.com; and

         -   product search software and comparison shopping sites such as
             Excite's Jango, Yahoo Junglee, MSN's sidewalk and
             Webmarket.com.

     We believe that the principal competitive factors in our market are:

         -   brand recognition;

         -   brand selection;

         -   personalized services;

         -   convenience;

         -   price;

         -   accessibility;

         -   customer service;

         -   quality of search tools;

         -   quality of editorial and other site content; and

         -   reliability and speed of fulfillment.

         Many of our competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater
financial, marketing and other resources. Certain of our competitors may
secure merchandise from vendors on better terms, devote greater resources to
marketing and promotional campaigns, adopt more aggressive pricing or
inventory availability policies and devote substantially more resources to
web site and systems development. If our competitors are able to offer
products and services on more favorable terms, we will suffer result in
reduced operating margins, loss of market share and a diminished brand
franchise. We cannot assure you that we will compete successfully against our
current and future competitors.


                                       18
<PAGE>

         We expect that competition in the on-line commerce market will
intensify in the future. For example, as various market segments obtain
large, loyal customer bases, participants in those segments may seek to
leverage their market power to the detriment of participants in other market
segments. Competitive pressures created by any one of our competitors, or by
our competitors collectively, could have a material adverse effect on our
business, prospects, financial condition and results of operations.

INSECURE TRANSMISSION OF CONFIDENTIAL INFORMATION AND THIRD PARTY MISCONDUCT
COULD HURT CONSUMER CONFIDENCE IN INTERNET COMMERCE

         Many consumers are concerned about transmitting confidential
information, such as credit card numbers, over the Internet. Public
confidence in secure transmissions is a significant barrier to Internet
commerce and communications. We rely on encryption technology licensed from
third parties to transmit confidential information, including customer credit
card numbers. In addition, our servers are vulnerable to computer viruses,
physical or electronic break-ins, deliberate attempts by third parties to
exceed the capacity of our systems and similar disruptive problems. Computer
viruses, break-ins or other problems caused by third parties could lead to
interruptions, delays, loss of data or cessation in service to users of our
services and products. The law relating to the liability of Internet service
companies for information carried on or disseminated through their services
currently is unsettled. It possible that claims could be made against
Internet service companies under both U.S. and foreign law for defamation,
libel, invasion of privacy, negligence, copyright or trademark infringement
or other theories based on the nature and content of the materials
disseminated through their services. Concerns regarding liability for
information disseminated over the Internet and the adoption of any additional
laws or regulations may decrease the growth of the Internet, which could
decrease the demand for our Internet services and harm our business.

OUR NET SALES AND GROSS MARGINS WOULD DECREASE IF WE EXPERIENCE SIGNIFICANT
CREDIT CARD FRAUD.

         A failure to adequately control fraudulent credit card transactions
would reduce our net sales and our gross margins because we do not carry
insurance against this risk. We have developed technology to help us to
detect the fraudulent use of credit card information. Under current credit
card practices, we are liable for fraudulent credit card transactions because
we do not obtain a cardholder's signature.

WE ARE AT RISK OF SYSTEM FAILURE

         Our success is largely dependent upon our communications hardware
and computer hardware, substantially all of which is located at the
Netgateway, Inc. co-location facility housed by Exodus in Irvine, California.
Our systems are vulnerable to damage from earthquake, fire, flood, power
loss, telecommunication failure, break-in and similar events. Though we have
servers in two locations, we do not have redundant systems.

         A substantial interruption in these systems would have a material
adverse effect on our business, results of operations and financial
condition. To date, we have experienced variable interruptions to our service
as a result of loss of power and telecommunications connections. Our property
and business interruption insurance coverage may not be adequate to
compensate us for all losses that may occur.


                                       19
<PAGE>

         Despite our implementation of network security measures and firewall
security, our servers also are vulnerable to computer viruses, physical or
electronic break-ins, deliberate attempts by third parties to exceed the
capacity of our systems, and similar disruptive problems. Computer viruses,
break-ins or other problems caused by third parties could lead to interruptions,
delays, loss of data or cessation in service to users of our services and
products. The occurrence of any of these risks could have a material adverse
effect on our business, results of operations and financial condition.

IF WE EXPERIENCE PROBLEMS IN OUR DISTRIBUTION OPERATIONS, WE COULD LOSE
CUSTOMERS

         We rely upon third-party carriers for product shipments, including
shipments to and from our distribution facility. We are therefore subject to the
risks, including employee strikes and inclement weather, associated with such
carriers' ability to provide delivery services to meet our shipping needs. In
addition, failure to deliver products to our customers in a timely manner would
damage our reputation and brand. We also depend upon temporary employees to
adequately staff our distribution facility, particularly during the holiday
shopping season. If we do not have sufficient sources of temporary employees, we
could lose customers.

ADDITIONAL REGULATIONS COULD BE IMPOSED ON OUR INDUSTRY

         We are not currently subject to direct regulation by any government
agency other than regulations applicable to businesses generally, laws
applicable to auction companies and auctioneers, and laws or regulations
directly applicable to access to or commerce on the Internet. However, due to
the increasing popularity and use of the Internet, it is possible that a number
of laws and regulations may be adopted with respect to the Internet, covering
issues such as user privacy, pricing and characteristics and quality of products
and services. Furthermore, the growth and development of the market for Internet
commerce may prompt calls for more stringent consumer protection laws that may
impose additional burdens on those companies conducting business over the
Internet.

         The adoption of any additional laws or regulations may decrease the
growth of the Internet, which, in turn, could decrease the demand for our
Internet auctions and other services and increase our cost of doing business.
Any decrease in the growth of the Internet or laws which increase our cost of
doing business would have an adverse effect on our business, results of
operations and financial condition.

         Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, auction regulation,
sales tax, libel and personal privacy is uncertain and may take years to
resolve. In addition, because our service is available over the Internet in
multiple states and we sell to numerous consumers in such states, such
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each such state. Failure to qualify as a foreign
corporation in a jurisdiction where we are required to do so could subject us to
taxes and penalties for the failure to qualify. Any such new legislation or
regulation, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.

STATES COULD IMPOSE OBLIGATIONS TO COLLECT SALES TAXES

         Generally, we do not collect sales or other similar taxes with respect
to goods sold by users through our on-line service. However, one or more states
may seek to impose sales tax collection

                                   20
<PAGE>

obligations on out-of-state companies such as ours, which engage in or
facilitate on-line commerce, and a number of proposals have been made at the
state and local level that would impose additional taxes on the sale of goods
and services through the Internet. Such proposals, if adopted, could impair
the growth of electronic commerce substantially and could affect adversely
our opportunity to derive financial benefit from such activities. Moreover, a
successful assertion by one or more states or any foreign country that we
should collect sales or other taxes for the exchange of merchandise on its
system could have a material adverse effect on our business, results of
operations and financial condition.

WE ARE LARGELY CONTROLLED BY MANAGEMENT

         Our officers and directors currently own or control a substantial
majority of our outstanding common stock. If they act in concert, they will
be able to exercise voting control over iChargeit, elect our entire Board of
Directors, set dividend policy and determine our management affairs. This
voting and managerial control will continue until these officers and
directors choose to sell approximately 30% of their holdings or the Company
increases the total outstanding shares of its common stock by approximately
300% and these additional shares are not controlled or owned by our officers
or directors,  This management control could preclude, or make it more
difficult to effect, a sale of iChargeit that is not on terms acceptable to
our management.

INTEGRATING NEW ACQUISITIONS INTO OUR BUSINESS MAY BE DIFFICULT

         If appropriate opportunities present themselves, we intend to acquire
businesses, technologies, services or products that we believe will grow our
business. We currently have no understandings, commitments or agreements with
respect to any material acquisition and no material acquisition currently is
being pursued. We cannot assure you that we will be able to identify, negotiate
or finance future acquisitions successfully, or integrate such acquisitions into
our current business. The process of integrating an acquired business,
technology, service, product or personnel may result in unforeseen operating
difficulties and expenditures, and may absorb significant management attention
that would otherwise be available for ongoing development of our business.
Moreover, we cannot assure you that the anticipated benefits of any acquisition
will be realized. Any future acquisitions of other businesses, technologies,
services or products might require us to obtain additional equity or debt
financing, which may not be available on terms favorable to us, or available at
all, and such financing, if available, might result in substantial dilution to
our stockholders.

WE HAVE A LARGE NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE. THE SALE OF SOME OR
ALL OF OUR SHARES COULD CAUSE OUR STOCK PRICE TO FALL.

         We are not registering our common stock for sale or resale pursuant to
this registration statement. However, this registration statement will subject
us to the reporting requirements of the Securities Exchange Act of 1934. The
availability of adequate current public information about us is one condition
for sales of our stock to be made pursuant to Rule 144. The availability of Rule
144 will increase the number of shares of our common stock eligible for public
sale, as discussed below.

         As of March 1, 2000 and assuming there was no exercise of options or
warrants after March 1, 2000, 11,306,260 shares of our common stock were issued
and outstanding. Of this number, 2,363,760 shares are freely tradable without
restriction or further registration under the


                                   21
<PAGE>

Securities Act of 1933, as amended. Of the total shares outstanding,
4,971,801 of these shares are held by "affiliates" as that term is defined in
Rule 144, and are subject to certain limitations and restrictions that are
described below.

         8,942,500 shares of our common stock out of 11,306,260 shares are
"restricted shares" as that term is defined in Rule 144 and therefore may not be
sold publicly unless they are registered under the Securities Act or are sold
pursuant to Rule 144 or another exemption from registration. In addition to Rule
144 restrictions, the principals of Bay Micro Computers, Inc., who hold an
aggregate of 4,000,000 shares of our common stock, have entered into "lock-up
agreements" with us. These lock-up agreements provide that, except under limited
exceptions, the stockholder may not offer, sell, contract to sell or otherwise
dispose of any of our common stock or securities that are convertible into or
exchangeable for, or that represent the right to receive, our common stock until
August 4, 2000. The Bay Micro principals acquired our shares upon the
effectiveness of our acquisition of Bay Micro on November 12, 1999.

         As of March 1, 2000, there were a total of 3,603,750 shares of common
stock subject to outstanding options under our 1999 Stock Incentive Plan (the
"Plan"), 2,441,250 of which were vested. We intend to file registration
statements on Form S-8 under the Securities Act to register all of the shares of
common stock issued or reserved for future issuance under the Plan. After the
effective dates of the registration statements on Form S-8, shares purchased
upon exercise of options granted pursuant to the Plan generally would be
available for resale in the public market.

         In general, under Rule 144 as currently in effect, beginning 90 days
after the date adequate current public information about us is available, which
will occur 90 days after the date of this registration statement, a person who
has owned beneficially shares of our common stock for at least one year would be
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of:

         -        1% of the number of shares of common stock then outstanding,
                  which will equal approximately 113,063 shares as of March
                  1, 2000; or

         -        the average weekly trading volume of the common stock on the
                  Nasdaq Over the Counter Bulletin Board during the four
                  calendar weeks preceding the filing of a notice on Form 144
                  with respect to such sale.

         Sales under Rule 144 are also subject to certain other requirements
regarding the manner of sale, notice of filing and the availability of current
public information about us.

RULE 144(k)

         Under Rule 144(k), a person who has not been one of our "affiliates" at
any time during the 90 days preceding a sale, and who has owned beneficially the
shares proposed to be sold for at least two years, generally including the
holding period of any prior owner other than an "affiliate," is entitled to sell
such shares without complying with the manner of sale, notice filing, volume
limitation or notice provisions of Rule 144. Therefore, unless otherwise
restricted, "144(k) shares" may be sold at any time.


                                   22
<PAGE>

RULE 701

         In general, under Rule 701, any of our employees, directors, officers,
consultants or advisors who purchase shares from us in connection with a
compensatory stock or option plan or other written agreement before the
effective date of this registration statement is entitled to resell such shares
90 days after the effective date of this registration statement in reliance on
Rule 144, without having to comply with certain restrictions, including the
holding period, contained in Rule 144.

         The SEC has indicated that Rule 701 will apply to typical stock options
granted by an issuer before it becomes subject to the reporting requirements of
the Securities Exchange Act of 1934, along with the shares acquired upon
exercise of such options (including exercises after the date of this
prospectus). Securities issued in reliance on Rule 701 are restricted securities
and, subject to the contractual restrictions described above, beginning 90 days
after the date of this prospectus, may be sold by persons other than
"affiliates," as issued in reliance on Rule 701 may be sold by "affiliates"
under Rule 144 without compliance with its one year minimum holding period
requirement.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
         RESULTS OF OPERATIONS

         YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR
FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS
REGISTRATION STATEMENT. ALL STATEMENTS IN THIS REGISTRATION STATEMENT RELATED TO
ICHARGEIT'S CHANGING FINANCIAL OPERATIONS AND EXPECTED FUTURE GROWTH CONSTITUTE
FORWARD-LOOKING STATEMENTS. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED OR EXPRESSED IN SUCH STATEMENTS. SEE "SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS."

GENERAL

        iChargeit develops Internet resources to provide internet users with
a comprehensive web site where they can obtain goods and services. We are in
the process of implementing our business model and entering into contracts
with merchants who can provide the goods and services to be sold through our
web site. We launched our website www.ichargeit.com, on March 1, 1999.
Because of the completion of our acquisition on October 5, 1999 of Bay Micro
Computers, Inc., a California Corporation dba PC Shopping Planet our primary
web sites are www.iChargeit.com and www.Shoppingplanet.com.

         In the March 1999 merger of iChargeit, Inc., a Nevada corporation and
Para-link, a Texas corporation, iChargeit Nevada's principals exchanged 100% of
their outstanding shares of stock of


                                   23
<PAGE>

iChargeit Nevada for 4,000,000 shares of Para-Link. As a result of this
transaction, the separate legal existence of iChargeit Nevada ceased and
Para-link continued as the surviving corporation and changed its name to
iChargeit, Inc., a Texas corporation.


         Management of iChargeit Nevada chose to effect this merger
primarily in order to provide liquidity for our common stock. Management
believed a merger would be less expensive and less time-consuming than
effecting an underwritten public offering of iChargeit's common stock.
Furthermore, a merger eliminates the risk associated with an initial public
offering, or IPO. Many companies invest a substantial amount of time and
capital during the IPO process and are not able to effectuate a successful
transaction because of market conditions or poor performance of the
underwriter. Management thus believed that a merger was a better approach
than an IPO because of the reduced cost, risk and time. The officers of
iChargeit before the merger and the officers of Para-link determined the
number of shares of common stock to be issue to the historical shareholders
of iChargeit by negotiation. The value of such issuance was not based on
iChargeit's book value or any established valuation criteria. A primary
consideration in determining the number of shares to be issue to the original
shareholders was the offering of adequate consideration to gain control by
the shareholders of iChargeit Nevada.


         On November 12, 1999, we completed our acquisition of Bay Micro
Computers, Inc. by merging a wholly-owned subsidiary of ours with and into Bay
Micro. Pursuant to the acquisition, we issued 4,000,000 shares of our common
stock for all of the outstanding common stock of Bay Micro. As a result of this
acquisition, Bay Micro Computers, Inc. now operates as a wholly-owned subsidiary
of iChargeit, Inc. See "Business-History."

         We expect our future revenue to be derived from several sources
including: (i) retail sales of goods to consumers; (ii) commissions or royalties
paid by strategic partners for orders received through us; (iii) advertising on
our web sites, and (iv) fees for electronic commerce services and fees paid by
store vendors featured on our web site. We also expect significant growth in
revenues in future periods to reflect our acquisition of Bay Micro Computers,
Inc., and specifically revenues generated by Bay Micro's Internet web site at
www.shoppingplanet.com.

         We plan to complete construction of the B2B Shopping Planet web site
during the second quarter of 2000.  We also are developing a Linux based
server that we will offer for sale on our ShoppingPlanet.com web site.  In
addition, we are developing software for our web site that will add
additional features and make it easier for our customers to navigate our web
sites.  These features include:

- -    An affiliate tracking system, which will enable us to keep better track
     of purchases made by our customers on other web sites and ensure proper
     credit of shared revenues;

- -    A system that will help customers build their own PC; and

- -    The ability to offer private branding of web sites, which will allow
     other companies to offer all of our products under their brand name.

         Because we have a limited operating history, we believe that
year-to-year comparisons prior to fiscal 2000, and quarterly comparisons prior
to the second quarter of fiscal 2000, do not provide a meaningful analysis of
our operating results. Accordingly, we provide below a discussion and analysis
of our results of operation for the three months ended September 30, 1999 and
for the fiscal period ended June 30, 1999. Future periods will reflect the
consolidation of our operations with the operations of Bay Micro Computers, Inc.
We completed our acquisition of Bay Micro Computers, Inc. on November 12, 1999.


                                   24
<PAGE>

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 1999.

         SALES REVENUE. Revenue from sales of merchandise for the six months,
ended December 31, 1999 was $1,976,000. Revenue from external customers was
from the wholesale sale of computers and related hardware components and
computer software.

         SERVICE REVENUES. Our service revenues are comprised of advertising
revenues and fees paid for a presence in our Internet Cyber-Mall. We
recognize revenue when merchandise is shipped or services are performed.
Service Revenues for the six months ended December 31, 1999 were $15,000. We
intend to raise additional funds in the future in order to increase our
advertising by conducting direct mail campaigns targeted to consumer
households, placing advertisements in newspapers, and eventually through
radio and television campaigns. We expect advertising to drive additional
traffic to our web sites thereby increasing our revenues through increased
sales of our products. We intend to cross-promote the various iChargeit
Internet sites with the Shopping Planet brand name, further allowing us to
broaden our customer base.

         COST OF REVENUE. Cost of revenue consists of the cost of computer
components assembled, computer related products, computer software, the
merchandise costs of any products sold online, shipping and related expenses,
and the costs of constructing and operating our web sites and storefronts.
Cost of revenue is affected by our ability to source merchandise cost
effectively, to attract significant traffic to our web sites, and to achieve
a favorable balance between visitors and visitors who purchase merchandise
from us. Our gross profit margin for the six months ended December 31, 1999
was $192,000, or approximately 9.7% of sales revenues.

         GENERAL AND ADMINISTRATIVE. Our General and Administrative expenses
for the six months ended December 31, 1999 were $807,000 excluding the
non-cash compensatory expense of $2,929,000. General and Administrative
expenses consists of payroll expenses, sales and marketing expenses including
advertising and promotional expenditures, technology and development expenses
including expenses related to the development of our web sites, related
software and legal and accounting expenses.

         NON-CASH COMPENSATORY EXPENSES. Our non-cash compensatory expenses
for the six months ended December 31, 1999 were $2,929,000. These non-cash
compensatory expenses consisted of charges relating to the issuance of
815,000 shares of common stock to certain officers of the corporation in
connection with their employment agreements which is being amortized over the
vesting period and 6,000 shares issued in connection with the original merger
transaction.

         NET LOSS. We had a net loss of $3,559,000 for six months ended
December 31, 1999. The loss was due in part to expenses incurred with the
organization of our web business, and to legal and auditing expenses relating
to our Delaware re-incorporation merger, and the preparation of this
registration statement and non-cash compensatory charges of $2,929,000. We
expect to continue to increase our revenue, as we are able to raise
additional funds and make investments in expanding our customer base and
Internet operations.

FISCAL PERIOD ENDED JUNE 30, 1999.

         SERVICE REVENUES. Service revenues for the fiscal period ended June 30,
1999 were $31,000. We intend to raise additional funds in the future in order to
increase our advertising by conducting direct mail campaigns targeted to
computer households, placing advertisements in newspapers, and eventually
through radio and television campaigns. We expect advertising to drive
additional traffic tour web sites, thereby increasing our revenues. We intend to
cross-promote the various iChargeit Internet sites with the Shopping Planet
brand name, further broadening our customer base.

         INTERNET COST OF REVENUE. Internet cost of revenue for the fiscal
period ended June 30, 1999 was $91,000. The Internet cost of revenue reflects
the merchandise costs of products sold online, shipping and related expenses,
and the costs of operating our web sites and storefronts. Internet cost of
revenue was approximately 1% of our net loss for the fiscal period ended
June 30, 1999.


                                   25
<PAGE>

         GENERAL AND ADMINISTRATIVE. Our General and Administrative expenses
for the fiscal period, ended June 30, 1999 was $207,000 excluding non-cash
compensatory expense of $6,348,000. General and Administrative expenses
consist of payroll expenses, sales and marketing expenses including
advertising and promotional expenditures, technology and development expenses
including expenses related to the development of our web sites and related
software and legal and accounting expenses. Our General and Administrative
expenses for the fiscal period ended June 30, 1999 were approximately 3% of
our net loss for the fiscal period ended June 30, 1999.

         NON-CASH COMPENSATORY EXPENSES. Our non-cash compensatory expenses for
the fiscal period ended June 30, 1999 were $6,348,000. These non-cash
compensatory expenses consisted of charges relating to the issuance of 1,471,000
shares of common stock to certain shareholders and consultants for services
which were valued at $4,881,000 and the Company also issued 815,000 shares of
common stock to certain officers of the corporation in connection with their
employment agreements. These shares were valued at $6,274,000 which is being
amortized over the vesting period. These non-cash compensatory expenses
accounted for 96% of our net loss for the fiscal period ended June 30, 1999.

         NET LOSS. We had a net loss of $6,614,000 for the fiscal period ended
June 30, 1999. The loss was due to expenses incurred to build our website,
general and administrative expenses and to a non-cash charge for compensatory
expenses relating to the granting of 2,286,000 shares of the Company's common
stock to certain consultants and officers of the Company. The grant of 1,785,000
of the 2,286,000 shares of common stock granted was rescinded in November 1999.

         INCOME TAXES. We had a net operating loss since our inception in 1997.
No benefits for income taxes were provided in 1998 or 1999 due to the
uncertainty of realization of these benefits in future years.

LIQUIDITY AND CAPITAL RESOURCES.

         At December 31, 1999, we had $392,000 in cash. From our inception
through December 31, 1999, we financed our operations primarily through
private sales of our securities, and deferred payment of salaries and other
expenses due to related parties. From January 1999 through June 1999, we
issued 2,286,000 shares of our common stock for services provided in the
fiscal year ended June 30, 1999.

         From April through July 1999 we sold 301,750 shares of our common stock
to private investors. We realized net proceeds of $603,500 from these sales, of
which $578,500 was received through June 30, 1999.


         On June 17, 1999, a principal stockholder agreed to transfer 157,686
shares of our common stock into escrow for the benefit of iChargeit. In
connection therewith, we recorded the 157,686 shares of common stock as treasury
stock at its fair market value on the day it was placed in the escrow. From July
through October of 1999, we received approximately $153,000 from the sale of the
shares held in escrow, which will be treated as a capital transaction.



                                   26
<PAGE>

         In November and December 1999 we raised an aggregate of $750,000 of
which, after fees, it received $653,000, from the sale of 230,771 units
consisting of five shares of common stock and one warrant to purchase one
additional share of our common stock for an exercise price of $2.50 per share
expiring September 1, 2002.

         We anticipate that we will have negative cash flows for at least the
next twelve months. Net proceeds from our private placement are being used
for working capital needs, including advertising, brand development, and
development of our e-commerce web site infrastructure. Through December 31,
1999, we incurred legal and auditing expenses for preparations relating to
becoming a reporting company pursuant to the Securities Exchange Act of 1934,
as amended. These expenditures include $178,000 in legal expenses and $57,000
for audit expenses. Other than normal, recurring legal and audit expenses, we
expect our expenses for legal and auditing services to decrease substantially
upon completion of the process of our registering as a public reporting
company pursuant to the Exchange Act, which we expect to be substantially
complete by the end of our third fiscal quarter ending March 31, 2000.

         We intend to retain any earnings for at least the next twelve months
for use in the operation and expansion of our business. Consequently, we do
not anticipate paying any cash dividends on our common stock to our
stockholders for at least the next twelve months.


         We believe that cash on hand and cash provided from operations will
be sufficient to support our working capital expenditure requirements for at
least through December 31, 2000. However, we cannot guarantee that future cash
requirements to fund operations will not require us to seek additional
capital sooner than the twelve months, or that such additional capital will
be available when required on terms acceptable to us.


ACQUISITIONS

         If opportunities present themselves, we intend to acquire
businesses, technologies, services and/or products that we believe will grow
our business.  We currently have no understandings, commitments or agreements
with respect to any material acquisitions and no material acquisitions
currently are being pursued.

ITEM 3.  DESCRIPTION OF PROPERTY

         iChargeit recently relocated its operations to the headquarters of Bay
Micro Computers, Inc. at 2184 West 190th Street, Torrance, California 90504. We
occupy approximately 9,700 square feet of commercial office and warehouse space
pursuant to a three year lease that commenced on November 1, 1999, with Bay
Micro Computers, Inc. as the original, sole lessee. iChargeit and BayMicro
currently share use of the Torrance facility. The total monthly rent is $6,900
during the term of the lease.


                                   27
<PAGE>

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                    SECURITY OWNERSHIP OF OFFICERS, DIRECTORS
                           AND PRINCIPAL STOCKHOLDERS

         The following table sets forth certain information known to
iChargeit regarding the ownership of iChargeit's common stock as of March 1,
2000 by (i) each stockholder known to iChargeit to be a beneficial owner of
more than five percent (5%) of iChargeit's common stock, (ii) each director,
(iii) the executive officers (as such term is defined under the caption
"Executive Compensation -- Summary of Cash and Certain Other Compensation")
and (iv) all current directors and officers of iChargeit as a group.

         Beneficial ownership has been determined in accordance with rules of
the Securities and Exchange Commission, and unless otherwise indicated,
represents shares for which the beneficial owner has sole voting and
investment power. The number of shares of common stock beneficially owned
includes any shares issuable pursuant to stock options that may be exercised
within 60 days after March 1, 2000. Shares issuable pursuant to such options
are deemed outstanding for computing the percentage of the person holding
such options but are not deemed to be outstanding for computing the
percentage of any other person.













                                       28
<PAGE>

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                                                 NUMBER OF SHARES          PERCENT OF OUTSTANDING
           NAME AND ADDRESS OF BENEFICIAL OWNER                 BENEFICIALLY OWNED               SHARES (1)
           ------------------------------------                 ------------------               ----------
<S>                                                              <C>                           <C>
- ----------------------------------------------------------------------------------------------------------------------
Saeid "Andrew" Akavan(2)                                             2,224,301                       19.48%
   2184 West 190th Street
   Torrance California 90504
- ----------------------------------------------------------------------------------------------------------------------

Jesse Cohen (3)                                                      2,285,000                       19.44%
   2184 West 190th Street,
   Torrance, California  90504
- ----------------------------------------------------------------------------------------------------------------------

Future Holdings Corp./Michael Nichols (4)                            1,185,000                       10.33%
   133 Rolling Hills Road
   Clifton, New Jersey  07103
- ----------------------------------------------------------------------------------------------------------------------

James F. Carroll (5)                                                   466,325                        3.95%
   2184 West 190th Street,
   Torrance, California  90504
- ----------------------------------------------------------------------------------------------------------------------

All directors and officers as a group (3 persons) (6)                4,975,626                       49.27%
- ----------------------------------------------------------------------------------------------------------------------

Total Principal Stockholders (7)                                     6,160,626                       58.23%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------
(1)      Applicable percentages are based on 11,306,260 shares, which represents
         all the issued and outstanding shares on March 1, 2000.

(2)      Includes 112,500 shares subject to options exercisable within 60 days
         of March 1, 2000.

(3)      Includes 450,000 shares subject to options exercisable within 60 days
         of March 1, 2000.

(4)      1,160,000 of the shares listed are held in the name of Future Holdings
         Corp. To our knowledge, Michael Nichols, President of Future Holdings
         Corp., exercises control over Future Holdings Corp. The total number of
         shares listed includes 25,000 shares held by Janice Nichols, wife of
         the Future Holdings Corp. President, Michael Nichols. Includes 160,000
         options exercisable within 60 days of March 1, 2000.

(5)      Includes 450,000 shares subject to options exercisable within 60 days
         of March 1, 2000. Includes 15,000 shares of iChargeit restricted common
         stock held by Patricia Carroll, wife of Jim Carroll.

(6)      Includes 1,012,500 shares subject to options exercisable within 60 days
         of March 1, 2000.

(7)      Includes 1,172,500 shares subject to options exercisable within 60 days
         of March 1, 2000.


                                       29
<PAGE>

CHANGES IN CONTROL

         We are unaware of any contract or other arrangement, the operation
of which may result in a change in control of iChargeit. See "Item 6.
EXECUTIVE COMPENSATION - Management Contracts and Change-In-Control
Agreements."

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS

         The following sets forth certain information as of March 1, 2000,
with respect to each person who is an executive officer or director of
iChargeit. We have two vacancies on our board of directors due to the
resignations of Randall S. Waldman and Alexis Quintana on January 31, 2000.

<TABLE>
<CAPTION>

                      NAME                                    AGE                                  POSITION
                     ------                                  -----                                ----------
<S>                                                        <C>               <C>
       Jesse Cohen                                             38               Chief Executive Officer, Secretary
                                                                                and Director

       Saeid "Andrew" Akavan                                   39               President and Director

       James F. Carroll                                        43               Chief Financial Officer, Treasurer
                                                                                and Director

</TABLE>

DIRECTORS AND EXECUTIVE OFFICERS

         JESSE COHEN, 38, has served as iChargeit's Chief Executive Officer,
Secretary and a Director since he founded the Company in March 1999. From
March 1999 until November 1999, he was also President of iChargeit. Prior to
founding iChargeit, from 1991 to 1998, Mr. Cohen was President of Printersign
Display Service Inc., a producer of signage for the retail industry including
such retailers as Federated Department Stores, Macy's East and CarMax, a
division of Circuit City. Prior to joining Printersign, from 1983 to 1991,
Mr. Cohen was a freelance producer for various New York City animation and
graphics production houses including I.F. Studios Inc.


                                       30
<PAGE>

         JAMES F. CARROLL, 43, has served as the Chief Financial Officer and
Treasurer of iChargeit since May 1, 1999. He has served as a director of
iChargeit since November 12, 1999. From December 1973 to April 1999, Mr.
Carroll was employed by F. Schumacher & Co., a New York Fabric Company, as a
manager of Production, Purchasing and Inventory. Mr. Carroll is a Certified
Public Accountant. Mr. Carroll received a B.A. degree in accounting from Pace
University of New York in 1985.

         SAEID "ANDREW" AKAVAN, 39 has been President and Director of
iChargeit since November 12, 1999. Prior to joining iChargeit, Mr. Akavan
served as President of Bay Micro Computers Inc. since its formation in 1998.
Prior to that from 1994 to 1998 Mr. Akavan served as CEO of Nicom Computers
Inc. He managed Nicom's retail store and transformed the company into a
computer distributor. Monthly sales increased under Mr. Akavan from $20,000
per month in 1994 to $800,000 per month by 1996. Mr. Akavan graduated with a
B.A. degree in Mythology from the University of Tehran in 1982.

COMMITTEES

         iChargeit has no nominating, audit, compensation or executive
committees.

INSURANCE

         iChargeit currently does not carry any key-man life insurance on any of
its officers.

FAMILY RELATIONSHIPS

         There are no family relationships among any of the directors or
executive officers of the Company.

ITEM 6.  EXECUTIVE COMPENSATION

         The following table summarizes the aggregate compensation paid during
to iChargeit's Chief Executive Officer and the four most highly compensated
executive officers other than the CEO (the "Executive Officers") during the
fiscal year ended June 30, 1999.


                                       31
<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                    LONG TERM COMPENSATION
                                                            ANNUAL COMPENSATION                              AWARDS
                                                ----------------------------------------              --------------------
                                                                                                 RESTRICTED      SECURITIES
                                                                              OTHER ANNUAL         STOCK         UNDERLYING
NAME AND PRINCIPAL POSITION          YEAR       SALARY(1)        BONUS       COMPENSATION(2)     AWARDS(3)       OPTIONS(4)
- ---------------------------          ----       ------           -----       ------------       -----------      ----------
<S>                                <C>         <C>            <C>              <C>              <C>              <C>
Jesse Cohen                          1999       $35,000        $35,000(5)           --            315,000            --
     Chief Executive Officer,        2000       $70,000            --               --               --            900,000
     Secretary and Director

Randall S. Waldman(6)                1999        $4,167            --               --            250,000            --
     Vice President, Chief           2000       $20,833         $11,700             --               --            445,000
     Operating Officer and
     Director

James F. Carroll                     1999        $8,330        $10,000(7)           --            250,000            --
     Treasurer, Chief Financial      2000       $50,000            --               --               --            450,000
     Officer and Director

Saeid "Andrew" Akavan(8)             1999            --            --               --               --              --
     President, Director             2000       $60,000            --               --               --            450,000

</TABLE>

(1)      Amounts for 1999 represent actual amounts paid in fiscal 1999. Amounts
         for 2000 represent pro-forma amounts based on compensation estimated to
         be paid on an annual basis.

(2)      Employees are eligible for a performance bonus in fiscal 2000 at the
         discretion of the Board of Directors.

(3)      Each of the restricted stock awards subsequently was rescinded by
         mutual agreement of iChargeit and each recipient.

(4)      Amounts for 2000 represent actual amounts granted to date in fiscal
         2000. Although iChargeit agreed to grant options pursuant to employment
         contracts entered into in fiscal 1999, the actual grants were not made
         until fiscal 2000, and were subject to approval of iChargeit's 1999
         Stock Incentive Plan by the shareholders. The shareholders approved the
         1999 Stock Incentive Plan on November 12, 1999.

(5)      Bonus represents compensation for work performed prior to the date Mr.
         Cohen's employment agreement entered into as of March 11, 1999. Of this
         amount $26,250 was paid in fiscal 2000 and $8,750 has not been paid.

(6)      Mr. Waldman resigned from all his positions at iChargeit on January
         31, 2000. He continues to consult for us.

(7)      Bonus represents a one-time payment as compensation for work performed
         prior to the date of Mr. Carroll's employment agreement entered into
         May 1, 1999. Bonus was paid in fiscal 2000.

(8)      Mr. Akavan became President of iChargeit effective on November 12,
         1999, the effective date of the acquisition by iChargeit of Bay Micro
         Computers, Inc. Amounts in 2000 represent pro forma amounts estimated
         to be paid to Mr. Akavan on an annual basis as President of iChargeit.

STOCK OPTIONS

         The following table provides information with respect to the stock
option grants made during the 1999 fiscal year under iChargeit's 1999 Stock
Incentive Plan to the Executive Officers. No stock appreciation rights were
granted during such fiscal year to the Executive Officers.


                                       32
<PAGE>

<TABLE>
<CAPTION>
                                                OPTION GRANTS IN LAST FISCAL YEAR(1)
                                                               INDIVIDUAL GRANTS
                           --------------------------------------------------------------------------------------------
                           NUMBER OF SECURITIES    % OF TOTAL OPTIONS
                            UNDERLYING OPTIONS    GRANTED TO EMPLOYEES      EXERCISE OR BASE
          NAME                  GRANTED (1)        IN FISCAL YEAR (2)       PRICE ($/SH)(3)         EXPIRATION DATE
          ----                  -----------             --------            ---------------         ---------------
<S>                              <C>                    <C>                     <C>                  <C>
Jesse Cohen                       900,000                32.79%                  $1.00                11/12/04(4)

Randall S. Waldman                320,000                11.66%                  $1.00                11/12/09(5)
                                  125,000                 4.55%                  $1.00                11/12/09(6)

James F. Carroll                  100,000                 3.64%                  $1.00                11/12/09(7)
                                  250,000                 9.11%                  $1.00                11/12/09(8)
                                  100,000                 3.64%                  $1.00                11/12/09(9)

Andrew Akavan(10)                 450,000                16.39%                  $1.00                11/12/04
</TABLE>

(1)      The options listed in the table were granted in fiscal 2000 under
         iChargeit's 1999 Stock Incentive Plan, which was adopted by the Board
         of Directors on August 17, 1999 subject to shareholder approval, which
         was obtained on November 12, 1999. No options were granted during
         fiscal 1999.

(2)      Based upon options granted for an aggregate of 2,745,000 shares to
         employees in fiscal 2000, including the Executive Officers.

(3)      The exercise price was based on the fair market value of iChargeit
         common stock on the effective date of grant. The exercise price may be
         paid in cash, in shares of iChargeit's common stock valued at fair
         market value on the exercise date or through a cashless exercise
         procedure involving a same-day sale of the purchased shares. iChargeit
         may also finance the option exercise by loaning the optionee sufficient
         funds to pay the exercise price for the purchased shares, together with
         any federal and state income tax liability incurred by the optionee in
         connection with such exercise. The Board of Directors, as the Plan
         Administrator of iChargeit's 1999 Stock Incentive Plan, has the
         discretionary authority to reprice the options through the cancellation
         of the options and grant of replacement options with an exercise price
         based on the fair market value of the option shares on the grant date.

(4)      The options expire five (5) years from the date of grant and vest
         quarterly in equal installments during the first two years of Mr.
         Cohen's employment beginning on March 11, 1999.

(5)      The options vest quarterly in equal installments during the first two
         years of Mr. Waldman's employment agreement beginning on June 1, 1999.

(6)      These options were fully vested as of November 4, 1999.

(7)      These option vest quarterly in equal installments during the two
         quarters of Mr. Carroll's amended employment agreement, first dated May
         1, 1999.

(8)      These options were fully vested as of November 4, 1999, and expire ten
         (10) years from the date of grant.

(9)      These options were fully vested as of November 1, 1999, and expire ten
         (10) years from the date of grant


                                   33
<PAGE>

(10)     These options were granted on November 12, 1999 and expire ten (10)
         years from the date of grant. Mr. Akavan was not an employee of
         iChargeit until the acquisition by iChargeit of Bay Micro Computers,
         Inc. on November 12, 1999.

OPTION EXERCISES AND HOLDINGS.

         None.

DIRECTOR COMPENSATION

         None.  We will compensate directors for reasonable expenses incurred in
attending a meeting of the Board of Directors.

MANAGEMENT CONTRACTS AND CHANGE-IN-CONTROL AGREEMENTS

         We have entered into employment agreements with the following named
executive officers on the terms set forth below:


         On March 11, 1999, iChargeit entered into a two year employment
contract with Jesse Cohen. Pursuant to the agreement, Mr. Cohen is employed as
Chief Executive Officer, President and Secretary of iChargeit and will receive
an annual base salary of $70,000 and Mr. Cohen received a one-time bonus of
$35,000 for work performed prior to the date of Mr. Cohen's employment
agreement. The base salary will be reviewed annually by the Board of Directors.
Pursuant to the employment agreement, iChargeit also agreed to (i) permit Mr.
Cohen to purchase 315,000 restricted common shares of iChargeit for $.001 per
share, (ii) grant options to purchase 900,000 shares of iChargeit common stock
pursuant to iChargeit's 1999 Stock Incentive Plan, vesting quarterly during the
initial two year term of the agreement, and (iii) provide standard employee
benefits. iChargeit owes Mr. Cohen $8,750 in salary for work performed prior to
signing his employment contract. The grant of 315,000 shares of restricted stock
was rescinded in November 1999 with Mr. Cohen's written consent.



         On June 1, 1999, iChargeit entered into a two year employment contract
with Randall Waldman. Pursuant to the agreement, Mr. Waldman is employed as
Chief Operational Officer and Vice President of iChargeit and will receive an
annual base salary of $50,000. In December 1999, the term of this contract was
reduced to one year and the base salary was eliminated and instead changed to a
commission of 1.2% on all revenue which occurs due to strategic alliances
generated by Mr. Waldman for iChargeit. Pursuant to the employment agreement,
iChargeit also agreed to (i) permit Mr. Waldman to purchase 250,000 restricted
common shares of iChargeit for $.001 per share, (ii) pay a $11,700 signing
bonus, (iii) grant options to purchase 320,000 shares pursuant to iChargeit's
1999 Stock Incentive Plan, vesting quarterly during the one year term of the
contract, and (iv) provide standard employee benefits. The grant of 250,000
shares of restricted stock was rescinded in November 1999 and 125,000 options to
purchase common stock at the fair market value on the date of the grant of $1.00
per share were issued in lieu of the restricted stock with Mr. Waldman's written
consent. The modifications to Mr. Waldman's employment agreement were made
pursuant to an oral agreement between iChargeit and Mr. Waldman.


         On May 1, 1999, iChargeit entered into an employment contract with
James Carroll. Pursuant to the agreement, Mr. Carroll is employed as Chief
Financial Officer and Treasurer of iChargeit for a term of six months and will
receive a base salary totaling $25,000. In November 1999, Mr. Carroll's contract
was extended on the same terms and conditions for another six month


                                   34
<PAGE>

term pursuant to an oral agreement between the parties, including a second
grant of options to purchase 100,000 shares of common stock. The base salary
will be reviewed annually by the Board of Directors. Pursuant to the
employment agreement, iChargeit also agreed to (i) permit Mr. Carroll to
purchase 250,000 restricted common shares of iChargeit for $.001 per share,
(ii) grant options to purchase 100,000 shares pursuant to iChargeit's 1999
Stock Incentive Plan, vesting at the end of the six month terms of the
written employment contract and the oral extension agreement, and (iii)
provide standard employee benefits. Pursuant to the agreement, iChargeit also
provides Mr. Carroll with an electronic storefront on its web site in
exchange for a percentage of sales generated through such storefront in an
amount to be determined pursuant to a sales agency agreement to be entered
into between iChargeit and Mr. Carroll. iChargeit owes Mr. Carroll $2,500
salary for work performed prior to signing his employment contract. The grant
of 250,000 shares of restricted stock was rescinded and 250,000 options to
purchase common stock at the fair market value on the date of the grant of
$1.00 per share were granted with Mr. Carroll's written consent.


         The employment agreements listed above for Messrs. Cohen, Waldman and
Carroll terminate immediately upon the employee's death or total disability, and
we also may terminate the employment agreement without "cause" at any time upon
at least thirty days prior written notice to the employee. The employee is
entitled to terminate the employment for "good reason," as that term is defined
in the employment agreements, including a reduction in base salary without the
employee's prior written consent, the relocation of employee outside of
employee's place of employment and for certain other breaches. If during the
term of the employment agreement, the employee resigns for one of the "good
reasons," or if we terminate employee's employment for a reason other than
employee's death or disability, or without "cause," the employee is entitled to:

         -        The portion of his then current base salary which has accrued
                  through his date of termination;

         -        Any payments for unused vacation and reimbursement expenses,
                  which are due, accrued or payable at the date of employee's
                  termination;

         -        Severance payments in an amount equal to the employee's then
                  current base salary, payable for the remainder of the term;
                  and

         -        All of employee's options to purchase shares of iChargeit's
                  common stock and restricted stock shall accelerate and
                  automatically vest, and such options shall otherwise be
                  exercisable in accordance with their terms.

         If we terminate the employee's employment upon death or disability or
for "cause," or if the employee voluntarily resigns for other than a "good
reason," then the employee shall be entitled to only the compensation set forth
in the first two bullet points above.

         Saeid "Andrew" Akavan is not party to a written employment agreement
with iChargeit. However, we have reached an oral understanding with Mr. Akavan
pursuant to which Mr. Akavan shall be paid a base salary, bonus and options at a
level roughly equivalent to that of Mr. Cohen.

         The grant of 250,000 shares of restricted stock to Mr. Wadman occurred
pursuant to the terms of Mr. Waldman's employment agreement. The grant of an
aggregate of 565,000 shares of restricted stock to Messrs. Cohen and Carroll was
part of a grant, including Messrs. Waldman and Cohen, of an aggregate of
1,345,000 shares of restricted stock to 11 recipients. All of the grants were


                                   35
<PAGE>

to purchase stock at $.001 per share. None of the recipients understood the
tax consequences of a grant of stock below fair market value, which would
require recipients to recognize ordinary income and pay tax on the difference
between the fair market value of the stock on the date of grant and the
restricted stock purchase price. When informed of these tax consequences, the
recipients and iChargeit mutually agreed to rescind the restricted stock
grants. All of the grants, except for an aggregate of 135,000 shares held by
five recipients, were rescinded. All of the grants, except for 315,000 shares
rescinded by Jesse Cohen and 50,000 shares rescinded by Elizabeth Cohen, were
replaced with grants of stock options to purchase an identical number of
shares at the fair market value of our common stock on the date of grant. The
grants of restricted stock originally were made in exchange for services in
connection with the iChargeit/Para-Link merger.

MATERIAL FEATURES OF THE 1999 STOCK INCENTIVE PLAN

         iChargeit's Board of Directors adopted the 1999 Stock Incentive Plan
(the "1999 Plan") subject to stockholder approval. The stockholders approved the
adoption of the 1999 Plan at a special meeting of stockholders held on November
12, 1999. The 1999 Plan is funded initially with 4,000,000 shares of our common
stock reserved for issuance.

         The purpose of the 1999 Plan is to attract, retain and motivate
employees, directors, officers and consultants through the issuance of options
or rights to purchase common stock of iChargeit and to encourage ownership of
common stock by most employees, directors and certain consultants of iChargeit.
The 1999 Plan will be administered by the Board of Directors, or a Compensation
Committee of the Board of Directors if one is formed (the "Committee"). Subject
to the provisions of the 1999 Plan, the Committee determines the persons to whom
options or stock purchase rights will be granted, the number of shares to be
covered by each option or stock purchase right and the terms and conditions upon
which an option or stock purchase right may be granted. All employees, directors
and consultants of iChargeit and its affiliates (as defined in the 1999 Plan,
"Affiliates") are eligible to participate in the 1999 Plan, although iChargeit
has discretion in identifying those people who actually receive grants.

         Options granted under the 1999 Plan may be either (i) options intended
to qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or (ii) non-qualified stock
options. Other than certain minimum requirements described below, the Committee
has the discretion to fix the terms of options granted under the 1999 Plan.
Incentive stock options may be granted under the 1999 Plan to employees of
iChargeit and its Affiliates. Non-qualified stock options may be granted, in
iChargeit's discretion, to consultants, directors and employees of iChargeit and
its Affiliates.

         Incentive stock options granted under the 1999 Plan may not be granted
with an exercise price less than the fair market value of the common stock on
the date of grant (or 110% of fair market value in the case of incentive stock
options granted to participants holding 10% or more of the voting stock of
iChargeit). Stock options granted under the 1999 Plan expire not more than ten
years from the date of grant, or not more than five years from the date of grant
in the case of incentive stock options granted to a person holding more than 10%
of the voting stock of iChargeit. The aggregate fair market value (determined at
the time of grant) of shares issuable pursuant to incentive stock options which
become exercisable in any calendar year under any incentive stock option plan of
iChargeit by an employee may not exceed $100,000. An option granted under the
1999 Plan is not transferable by an optionholder except by (i) will or by the
laws of descent and distribution or (ii) as determined by the Committee and set
forth in the Option Agreement. An option


                                   36
<PAGE>

is exercisable only by the optionholder or one who receives the option
pursuant to a permitted transfer.

         An incentive stock option granted under the 1999 Plan may be exercised
after the termination of the optionholder's employment with iChargeit (other
than by reason of death, disability or termination for cause as defined in the
1999 Plan) to the extent exercisable on the date of such termination, for up to
one month following such termination, provided that such incentive stock option
has not expired on the date of such exercise. In granting any non-qualified
stock option, the Committee may specify that such non-qualified stock option
shall be subject to such termination or cancellation provisions as the Committee
may specify. In the event of death or permanent and total disability while an
optionholder is employed by iChargeit or within one month of termination of
employment, incentive stock options and non-qualified stock options may be
exercised, to the extent exercisable on the date of termination of employment
(as calculated under the 1999 Plan), by the optionholder or the optionholder's
survivors at any time prior to the earlier of the option's specified expiration
date or one year from the date of the optionholder's termination of employment
(all as more specifically provided in the 1999 Plan).

         Stock purchase rights may be granted under the 1999 Plan. Stock
purchase rights entitle the participant to purchase shares of common stock at a
specified price, which may be nominal but not less than the par value of the
common stock, within ten days of the date of grant. The shares acquired upon
purchase are restricted from transfers and are subject to a repurchase right
held by iChargeit. The repurchase right lapses with respect to specified numbers
or percentages of the shares over a period of time specified in the restricted
stock purchase agreement that applies to the stock purchase right. The
repurchase right entitles iChargeit to repurchase the shares at the same price
paid for the shares by the participant in the event the individual's employment
or services with iChargeit terminates before the lapsing of the repurchase right
occurs, subject to the terms of the restricted stock purchase agreement, which
may provide for accelerated lapsing of the repurchase right in the case of
terminations due to death, disability or for terminations by iChargeit other
than for cause. Stock purchase rights and shares subject to the repurchase right
are not transferable by the participant except (i) by will or by the laws of
descent and distribution or (ii) as determined by the Committee and set forth in
the restricted stock purchase agreement. Stock purchase rights are exercisable
only by the holder or one who receives the stock purchase rights pursuant to a
permitted transfer.

         If the shares of common stock are subdivided or combined into a greater
or smaller number of shares or if iChargeit issues any shares of common stock as
a stock dividend on its outstanding common stock, the number of shares of common
stock deliverable upon the exercise of an option or stock purchase right granted
under the 1999 Plan shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend. If
provided in a specific stock option agreement or restricted stock purchase
agreement, in the event of

         (i)      the acquisition (with certain exceptions) of more than 50% of
                  the outstanding common stock or voting power by an individual,
                  entity or group acting together,

         (ii)     a merger or consolidation in which iChargeit is not the
                  surviving entity (except for a transaction whose principal
                  purpose is to change iChargeit's state of incorporation),

         (iii)    a reverse merger in which iChargeit is the surviving entity
                  but in which securities possessing more than fifty percent
                  (50%) of the total voting power of iChargeit's


                                   37
<PAGE>

                  outstanding securities are transferred to or acquired by a
                  person or persons different from the persons holding those
                  securities immediately prior to such merger,

         (iv)     the sale, transfer or other disposition of all or
                  substantially all of the assets of iChargeit, or

         (v)      a complete liquidation or dissolution of iChargeit,

         each option or stock purchase right outstanding as of the date of such
transaction may be:

         (x)      assumed or new rights substituted therefore by the successor
                  corporation,

         (y)      terminated upon written notice to the participants stating
                  that all options (with all options then outstanding being
                  deemed to be exercisable for purposes of this section) or
                  stock purchase rights must be exercised within a specified
                  number of days (not less than 15), at the end of which period
                  any options or stock purchase rights not exercised will
                  terminate, or

         (z)      terminated in exchange for a cash payment equal to the excess
                  of the value of the cash or property the holder of the option
                  or the stock purchase right would have received pursuant to
                  the change in control transaction over the exercise or
                  purchase price (with all options then outstanding being deemed
                  to be exercisable for purposes of this section),

         provided that the administrator of the 1999 Plan shall select which, if
any, treatment to provide and under certain circumstances can determine to
provide shares of common stock or other consideration with value equal to the
cash or other consideration that otherwise would be received by a participant.

         If provided in the specific option agreement or restricted stock
agreement, each option or the lapsing of the repurchase right on shares issued
with respect to stock purchase rights that are assumed or replaced in connection
with such a transaction shall automatically accelerate and such options shall
become fully exercisable and vested or the repurchase right shall fully lapse on
the earliest of (a) the original vesting or lapsing date, or (b) the date the
transaction is determined to have occurred, or such other events as may be
provided in the agreement.] In the event of other reorganizations,
recapitalizations, mergers or consolidations (not meeting the criteria described
above), pursuant to which securities of iChargeit or of another corporation are
issued with respect to the outstanding shares of common stock, a participant
upon exercising an option or stock purchase right will be entitled to receive
for the purchase price paid upon such exercise the securities he or she would
have received if he or she had exercised such option or stock purchase right
prior to such reorganization, recapitalization, merger or consolidation.

         The stockholders of iChargeit may amend the 1999 Plan. The 1999 Plan
may also be amended by the Board of Directors or the Committee, provided that
any amendment approved by the Board of Directors or the Committee which is of a
scope that the Committee determines requires stockholder approval, shall be
subject to obtaining such stockholder approval. The Committee may amend
outstanding option agreements or restricted stock purchase agreements as long as
the amendment is not materially adverse to the participant. Amendments that are
materially adverse to the participant can be effected only with the consent of
the participant.


                                   38
<PAGE>

         The Committee has not made any awards under the 1999 Plan. The maximum
number of options or stock purchase rights that can be granted to an individual
in any fiscal year of iChargeit is options or stock purchase rights, or a
combination thereof, to purchase 500,000 shares, as such number may be adjusted
in accordance with the 1999 Plan.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In February 1999, iChargeit and Susannah Altman of Enchanted Bookery
entered into an agreement pursuant to which Enchanted Bookery became the
exclusive book related gift basket supplier for baskets sold on iChargeit's web
site. iChargeit pays Enchanted Bookery for the preparation and delivery of each
basket ordered from the web site. Susannah Altman is the sister of iChargeit
Chief Executive Officer Jesse Cohen. iChargeit has not sold any Enchanted
Bookery baskets or received any revenue, and has not paid any compensation to
Susannah Altman or Enchanted Bookery other than a grant of 50,000 shares of
restricted stock that subsequently rescinded and not replaced. The agreement
expires in April 2000. iChargeit believes that the terms of the agreement were
no less favorable than it could have received from an unaffiliated third party.

         In February 1999, iChargeit and EC Net Manufacturing L.L.C. ("EC.Net")
entered into an agreement pursuant to which EC Net agreed to provide warehousing
and staffing through its associates for the purpose of storing and shipping
products for iChargeit customers. Pursuant to the agreement, EC.Net received
20,000 shares of iChargeit common stock. Randall Waldman is President of EC.Net,
and is the Chief Operating Officer and a Director of iChargeit. iChargeit has
not used the services of EC Net to date and, as a result of the acquisition of
Bay Micro and Bay Micro's fulfillment capabilities, does not anticipate using
the services of EC Net prior to the expiration of the agreement in April 2000.
iChargeit believes that the terms of the agreement were no less favorable than
it could have received from an unaffiliated third party.

         In March 1999, iChargeit issued 25,000 shares of its common stock to
Randall Waldman in exchange for consulting services regarding initial
incorporation, financing matters and mergers. Mr. Waldman did not have any
relationship with iChargeit at the time other than on a consulting basis;
however, Mr. Waldman is now the Chief Operating Officer and a Director of
iChargeit.

         In March 1999, Patricia Carroll received 15,000 shares of restricted
common stock in consideration for providing legal consultation on an as needed
basis to iChargeit. Patricia Carroll is the wife of iChargeit's Chief Financial
Officer, James Carroll.

         In March 1999, iChargeit entered into a contract with Future Holdings,
Corp. for services commencing on January 6, 1999 in connection with the
coordination and preparation of Para-Link's merger with iChargeit. Future
Holdings, Corp. received grants to purchase 210,000 shares of restricted common
stock at $.001 per share as consideration for its services. In November 1999,
160,000 shares of Future Holding's restricted stock were cancelled and 160,000
options with an exercise price at the fair market value on the date of the grant
of $1.00 per share were issued. Future Holdings, Corp. is the holder of
approximately 10.33% of iChargeit's shares of outstanding common stock. See
"Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS IN MANAGEMENT." Mike
Nichols is the President of Future Holdings, Corp and at the time of the
agreement in March 1999, was serving as a consultant to iChargeit. Janice
Nichols, the wife of Mike Nichols, received an additional 25,000 shares of
iChargeit common stock pursuant to a consulting agreement entered into in March
1999, for clerical services provided pursuant to the iChargeit/Para-Link merger.


                                   39
<PAGE>

         In August 1999, Lewis Cohen & Company received 140,000 stock options
with an exercise price at the fair market value on November 12, 1999, the
effective date of the grant of $1.00 for assisting in the design of the
iChargeit logo and assisting in the design and maintenance of other iChargeit
web sites. Additionally, iChargeit pays Lewis Cohen & Company $1400 per month
for site maintenance. Lewis Cohen is the father of iChargeit's Chief Executive
Officer Jesse Cohen.

ITEM 8.  DESCRIPTION OF SECURITIES

         The following summary is subject to, and is qualified in its entirety
by, all of the provisions of our Certificate of Incorporation and Bylaws,
including the definitions therein of certain terms. Copies of the Certificate of
Incorporation and Bylaws are filed as exhibits to the registration statement.

COMMON STOCK

         iChargeit's Certificate of Incorporation authorizes the issuance of an
aggregate of 50,000,000 shares of common stock, par value $.001 per share. As of
March 1, 2000 there were 11,306,260 shares of common stock issued and
outstanding held by approximately 157 stockholders of record.

         The following summarizes the rights of holders of our common stock:

         -        each holder of shares of common stock is entitled to one vote
                  per share on all matters to be voted on by stockholders
                  generally, including the election of directors;

         -        there are no cumulative voting rights;

         -        holders of common stock may not take action by written consent
                  in lieu of a meeting;

         -        the holders of our common stock are entitled to dividends and
                  other distributions as may be declared from time to time by
                  the Board of Directors out of funds legally available for that
                  purpose, if any;

         -        upon our liquidation, dissolution or winding up, the holders
                  of shares of common stock will be entitled to share ratably in
                  the distribution of all of our assets remaining available for
                  distribution after satisfaction of all our liabilities and the
                  payment of the liquidation preference of any outstanding
                  preferred stock; and

         -        the holders of common stock have no preemptive or other
                  subscription rights to purchase shares of our stock, nor are
                  they entitled to the benefits of any redemption or sinking
                  fund provisions.

PREFERRED STOCK

         Pursuant to iChargeit's Certificate of Incorporation, the board of
directors has the authority to issue up to five million (5,000,000) shares of
preferred stock, par value $.001, which may be issued with such designations,
powers, preferences and rights, including redemption and voting rights, as the
Board of Directors may determine.


                                       40

<PAGE>

WARRANTS

         Pursuant to a private placement which occurred between November and
December 1999, we sold Units consisting of five shares of our common stock and
one warrant. As a result of this private placement, we have issued 230,771
warrants. The warrants have an exercise price of $2.50 per share and are
exercisable until their expiration date which is the earlier of September 1,
2002 or the business day preceding a Redemption Date. The Redemption Date is
fixed by a notice sent by the Company and permits the Company to redeem the
warrants for $.05 per share of common stock receivable upon exercise of the
warrant. The Company may only set a Redemption Date if the Closing price of
iChargeit's common stock on its principal trading exchange in twenty of the
thirty trading days prior to the Redemption Date is more than 200% of the
adjusted exercise price of the warrant.

         Pursuant to a private placement in September 1997, we issued warrants
to purchase 202,500 shares of common stock at a purchase price of $2.50 per
share, all of which currently are outstanding and will expire August 8, 2000.
These warrants were sold for an average price of $0.98 per share.

ANTITAKEOVER EFFECTS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS.

         Some provisions of our Certificate of Incorporation and Bylaws may be
deemed to have an anti-takeover effect and may delay, defer or prevent a tender
offer or takeover attempt that a stockholder might consider in its best
interest, including those attempts that might result in a premium over the
market price for the shares held by our stockholders. These provisions include:

         -        STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. Our
                  Certificate of Incorporation provides that stockholders may
                  not take action by written consent, but only at a duly called
                  annual or special meeting of stockholders. This may limit our
                  stockholders' ability to alter corporate policies or actions
                  with which they disagree.

         -        AUTHORIZED BUT UNISSUED SHARES. The authorized but unissued
                  shares of common stock and preferred stock are available for
                  future issuance without stockholder approval. These additional
                  shares may be utilized for a variety of corporate purposes,
                  including future public offerings to raise additional capital,
                  corporate acquisitions and employee benefit plans. The
                  existence of authorized but unissued and unreserved common
                  stock and preferred stock could render more difficult or
                  discourage an attempt to obtain control of iChargeit by means
                  of a proxy contest, tender offer, merger or otherwise.

TRANSFER AGENT AND REGISTRAR

         Florida Atlantic Stock Transfer, Inc. has been appointed as the
transfer agent and registrar for iChargeit's common stock.


                                       41

<PAGE>

                                     PART II

ITEM 1.    MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
           COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

         Since March 18, 1999, iChargeit common stock has traded on the Nasdaq
OTC Bulletin Board under the symbol "BB:ICHG." From February 9, 1999 through
March 17, 1999, iChargeit common stock traded on the Nasdaq OTC Bulletin Board
under the symbol "PLNKD." From September 9, 1997 through February 8, 1999,
iChargeit common stock traded on the Nasdaq OTC Bulletin Board under the symbol
"PLNK." iChargeit's stock is held by approximately 157 holders of record.

         iChargeit's common stock commenced trading on the Nasdaq OTC Bulletin
Board on September 19, 1997. The following table sets forth, for the calendar
quarters indicated, the reported high and low bid information for iChargeit's
common stock as reported on the Nasdaq OTC Bulletin Board. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

<TABLE>
<CAPTION>

                                                High        Low
                                               ------      ------

<S>                                            <C>         <C>
CALENDAR 1997                                  $1 1/2      $1 1/4
Fourth Quarter

CALENDAR 1998
First Quarter                                  $3 1/2      $  5/8
Second Quarter                                  2 3/8         3/8
Third Quarter                                     7/8         1/8
Fourth Quarter                                    7/20        1/32

CALENDAR 1999 (PLNK)
First Quarter                                  $  3/8      $  1/8

CALENDAR 1999 (PLNKD)
First Quarter                                  $4 3/4      $  1/4

CALENDAR 1999 (ICHG)
First Quarter                                  $4 5/8      $3
Second Quarter                                  29          3 1/2
Third Quarter                                   4 13/16       3/4
Fourth Quarter                                  1 7/8      27/32
</TABLE>

DIVIDENDS

         iChargeit has not paid a dividend and does not anticipate paying
dividends for at least the next twelve months. The Board of Directors intends to
retain earnings, if any, to finance growth. Accordingly, any payment of
dividends by us in the future will depend upon our need for working capital and
our financial condition at the time.


                                       42
<PAGE>

ITEM 2.  LEGAL PROCEEDINGS

         iChargeit is not currently a party to any material legal proceeding or
proceeding before a governmental authority. To the best of iChargeit's
knowledge, neither type of proceeding is currently pending against it.

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         iChargeit has not changed its accountants in the last two fiscal years,
and there are no disagreements with iChargeit's accountants concerning
accounting and financial disclosure.

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES

ISSUANCES

         The following is a summary of transactions by iChargeit during the last
three years preceding the date hereof involving sales of iChargeit's securities
that were not registered under the Securities Act. All share amounts set forth
in this registration statement reflect a 5 for 1 reverse stock split of
iChargeit's common stock. No consideration was paid by the Company in connection
with this stock split. All of the sales of securities were sold at below fair
market value, unless otherwise noted.

         1. In August 1997, the Registrant issued a total of 1,088,000 shares of
restricted common stock to the founders of Para-Link, predecessor of iChargeit,
in exchange for services in connection with the organization of Para-Link in
January of 1997. The issuance claimed to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as a
transaction not involving any public offering.

         2. During the period from August 1997 through November 1997, the
Registrant sold an aggregate of 24,000 shares of common stock at an average
price of $1.00 per share, in a private placement to 31 private investors
pursuant to Rule 504 of the Securities Act, for aggregate consideration of
$24,000.

         3. In September 1997, the Registrant issued to 6 private investors
warrants to purchase an aggregate of 184,000 shares of iChargeit common stock at
an exercise price of $2.50 per share. The warrants expire August, 2000. The
Registrant received aggregate consideration of $18,032 for this sale. The
Registrant made these sales in reliance upon Rule 504 of the Securities Act.

         4. In October 1997, the Registrant issued 20,000 shares of its common
stock to PR Sources in exchange for services rendered to iChargeit. This
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and/or Rule 506 of the Securities Act.

         5. In November 1997, the Registrant issued 10,000 shares of its common
stock to Benjamin Fairchild in exchange the forgiveness of a note held by the
Registrant in the initial principal amount of $15,000. This transaction was
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) and/or Rule 506 of the Securities Act.

         6. During the period from November 1997 through August 1998, the
Registrant sold 65,475 shares of its common stock at $2.691 per share to 23
private investors pursuant to exercises of


                                       43
<PAGE>

warrants issued in September 1997 described in Item 3, above. The Registrant
received aggregate consideration of $176,193 pursuant to these warrant
exercises. These sales were exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) and/or Rule 504 of the Securities Act.


         7. In March 1998, the Registrant issued 100,000 shares of its common
stock to a consultant in exchange for services rendered to the Registrant. This
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and/or Rule 506 of the Securities Act.


         8. In June 1998, the Registrant sold 56,180 shares of its common stock
to C.Jones & Company at approximately $0.17 per share in consideration for
investor relations services and assistance in designing a Para-Link web site.
These sales were exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and/or Rule 504 of the Securities Act.

         9. In March 1999, iChargeit issued 30,000 shares of its common stock to
DeMonte Associates in exchange for services rendered as iChargeit's investor
relations advisor. This issuance was exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) and/or Rule 504 of the Securities
Act.

         10. In March 1999, iChargeit issued 20,000 shares of its common stock
to EC Net Manufacturing L.L.C. pursuant to an agreement entered into between the
parties for certain warehousing and staffing services provided in conjunction
with storing and shipping products for iChargeit customers. This issuance was
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) and/or Rule 504 of the Securities Act.

         11. In March 1999, iChargeit issued 5,000 shares of its common stock to
Dean Dumont in exchange for certain consulting and advisory services regarding
mergers and acquisitions, and assistance rendered in connection with obtaining
additional financing for iChargeit. These sales were exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) and/or
Rule 504 of the Securities Act.

         12. In March 1999, iChargeit issued 10,000 shares of its common stock
to Dean Dumont in exchange for consulting and advisory services regarding
mergers and acquisitions, and assistance with obtaining possible additional
financing for iChargeit. This transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) and/or Rule 506 of
the Securities Act.

         13. In March 1999, iChargeit issued 350,000 shares of its common stock
to Dean Dumont in exchange for consulting and advisory services regarding
mergers and acquisitions and assistance with obtaining possible additional
financing for iChargeit. This transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) and/or Rule 506 of
the Securities Act. The issuance of these 350,000 shares of restricted stock was
rescinded in November 1999 and 350,000 options to purchase common stock at the
fair market value on the date of grant of $1.00 per share were granted with Mr.
Dumont's written consent.

         14. In March 1999, iChargeit issued 15,000 shares of its common stock
to Vic McCall in exchange for legal services rendered in connection with the
Para-Link merger with iChargeit and the iChargeit Rule 506 private placement.
These sales were exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and/or Rule 504 of the Securities Act.


                                       44
<PAGE>

         15. In March 1999, iChargeit issued 21,000 shares of its common stock
to Domain Giant, Inc., in exchange for Domain Giant's rights to the Internet
domain yohoo.com and the pending trademark application for yohoo. In connection
with this sale, iChargeit also paid Domain Giant $22,500 and allocated a
percentage of revenue in a `to be developed' classified advertising web site and
a webstore to be built for the Domain Giant principals located in one of
iChargeit's malls. iChargeit claimed an exemption from registration under the
Securities Act for 10,000 of such shares pursuant to Section 4(2) and/or Rule
504 of the Securities Act, and for 11,000 shares in reliance on Section 4(2)
and/or Rule 506 of the Securities Act.

         16. In March 1999, iChargeit issued 315,000 shares of its common stock
in partial consideration for an employment contract entered into with Mr. Cohen.
This transaction was exempt from the registration requirements of the Securities
Act pursuant to Rule 506 of the Securities Act. In November 1999, the issuance
of these 315,000 shares of common stock was rescinded.

         17. In March 1999, iChargeit issued 5,000 shares of its common stock to
Arash Aziz-Golshani in consideration for consultation with iLeathershop.com and
search software registration for iChargeit's other web sites. This transaction
was exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) and/or Rule 506 of the Securities Act.


         18. In March 1999, iChargeit issued 25,000 shares of its common stock
to Eagle Holding Investments in exchange for services rendered in connection
with the preparation of iChargeit's financial statements for the Rule 506
sale described in number 33 of this Item 4. This transaction was exempt from
the registration requirements of the Securities Act pursuant to Section 4(2)
and/or Rule 506 of the Securities Act


         19. In March 1999, iChargeit issued 25,000 shares of its common stock
to James Wrobel in exchange for services rendered in connection with the
production of iChargeit's Toner Town web site. This transaction was exempt from
the registration requirements of the Securities Act pursuant to Section 4(2)
and/or Rule 506 of the Securities Act.

         20. In March 1999, iChargeit issued 2,000 shares of its common stock to
Jeff Crandell in exchange for consulting and initial design services on Shoppers
and Merchants newsletters. This transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) and/or Rule 506 of
the Securities Act.

         21. In March 1999, iChargeit issued 2,000 shares of its common stock to
Jon Crandell in exchange for consulting and initial design services on Shoppers
and Merchants newsletters. This transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) and/or Rule 506 of
the Securities Act.

         22. In August 1999, iChargeit issued 140,000 options to purchase common
stock of iChargeit at an exercise price at the fair market value on the
effective date of the grant of $1.00 per share to Lewis Cohen & Company, in
exchange for assistance rendered to iChargeit in the design of the iChargeit
logo and the design and maintenance of many of iChargeit's web sites. iChargeit
claims the issuance to be exempt from registration under the Securities Act in
reliance on Section 4(2) of the Securities Act as a transaction not involving
any public offering.

         23. In March 1999, iChargeit issued 110,000 shares of its common stock
to Mac-Group, Inc. in exchange for services rendered in connection with
Para-Link's merger with iChargeit, Inc. This transaction was exempt from the
registration requirements of the Securities Act pursuant


                                       45
<PAGE>

Section 4(2) and/or to Rule 506 of the Securities Act. This issuance was
rescinded in November 1999 and 110,000 options to purchase common stock at
the fair market value on the date of the grant of $1.00 per share were
granted pursuant to the mutual consent of the parties. iChargeit claims the
issuance to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act as a transaction not involving any
public offering.

         24. In March 1999, iChargeit issued 15,000 shares of its common stock
to Patricia Carroll in exchange for legal consultation delivered on an as needed
basis to iChargeit. This transaction was exempt from the registration
requirements pursuant to Section 4(2) and/or Rule 506 of the Securities Act.

         25. In March 1999, iChargeit issued 25,000 shares of its common stock
to Sherrie Carter in exchange for clerical services and documentation
preparation regarding the Para-Link Inc.-iChargeit merger. This transaction was
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) and/or Rule 506 of the Securities Act.

         26. In March 1999, iChargeit issued 210,000 shares of its common stock
to Twitchell Corporation in exchange for services rendered since January 1999 in
connection with the coordination and preparation of Para-Link's merger with
iChargeit, Inc. This transaction was exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) and/or Rule 506 of the Securities
Act. The issuance of these 210,000 shares of common stock was rescinded in
November 1999 and 210,000 options to purchase common stock at the fair market
value on the date of the grant of $1.00 per share were granted pursuant to the
mutual consent of the parties iChargeit claims the issuance to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act as a transaction not involving any public offering.

         27. In March 1999, iChargeit issued 25,000 shares of its common stock
to Randall Waldman in exchange for consultation provided regarding initial
incorporation and financing matters and mergers involving iChargeit, Inc. This
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and/or Rule 506 of the Securities Act.

         28. In March 1999, iChargeit issued 25,000 shares of its common stock
to Janice Nichols in exchange for clerical services and documentation
preparation provided with respect to the Para-Link merger with iChargeit, Inc.
This transaction was exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) and/or Rule 506 of the Securities Act.

         29. In March 1999, iChargeit issued 210,000 shares of its common stock
to Future Holdings, Inc. in exchange for coordination and preparation services
delivered with respect to Para-Link's merger with iChargeit, Inc. This
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and/or Rule 506 of the Securities Act. The issuance of
160,000 of these shares of restricted stock was rescinded in November 1999 and
160,000 options to purchase common stock at the fair market value on the date of
the grant of $1.00 per share were granted pursuant to the mutual consent of the
parties. iChargeit claims the issuance to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as a
transaction not involving any public offering.

         30. In March 1999, iChargeit issued 79,000 shares of its common stock
to Joseph Merdith in exchange for services rendered in connection with the
preparation of Para-Link's merger


                                       46
<PAGE>

with iChargeit Inc. This transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) and/or Rule 506
of the Securities Act.

         31. In March 1999, iChargeit issued 55,000 shares of its common stock
to Bob Roberts in exchange for services rendered in connection with preparing
for Para-Link's merger with iChargeit Inc. This transaction was exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) and/or
Rule 506 of the Securities Act.

         32. In March 1999, iChargeit issued 50,000 shares of its common stock
to the Renoir Trust in exchange for services rendered in connection with the
preparation of Para-Link's merger with iChargeit Inc. This transaction was
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) and/or Rule 506 of the Securities Act.

         33. During the period from March 1999 through July 1999, iChargeit sold
an aggregate of 301,750 shares of common stock at $2.00 per share in a private
placement to 72 accredited investors. This transaction was exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) and/or
Rule 506 of the Securities Act.

         34. In April 1999, iChargeit issued 10,000 shares of its common stock
to the law firm of Madigan & Boyer in consideration for legal consulting
services regarding employment and vendor agreements. This transaction was exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) and/or Rule 506 of the Securities Act.

         35. In May 1999 iChargeit issued 250,000 shares of its common stock to
James Carroll as partial consideration for an employment contract entered into
with Mr. Carroll. This transaction was exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) and/or Rule 506 of the Securities
Act. The issuance of these 250,000 shares was rescinded in November 1999 and
250,000 options to purchase common stock at the fair market value on the date of
the grant of $1.00 per share were granted pursuant to the mutual consent of the
parties. iChargeit claims the issuance to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as a
transaction not involving any public offering and pursuant to Rule 701
promulgated under Section 3(b) of the Securities Act as transactions pursuant to
compensatory benefit plans and contracts relating to compensation.

         36. In June 1999 iChargeit issued 250,000 shares of its common stock to
Randall Waldman as partial consideration for an employment contract entered into
with Mr. Waldman. This transaction was exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) and/or Rule 506 of the Securities
Act. The issuance of these 250,000 shares was rescinded in November 1999 and
250,000 options to purchase common stock at the fair market value on the date of
the grant of $1.00 per share were granted pursuant to the mutual consent of the
parties. iChargeit claims the issuance to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as a
transaction not involving any public offering and pursuant to Rule 701
promulgated under Section 3(b) of the Securities Act as transactions pursuant to
compensatory benefit plans and contracts relating to compensation.

         37. In June 1999 iChargeit issued 5,000 shares of its common stock to
Brian Wharton for services rendered in connection with the iChargeit Internet
pay terminals. This transaction was exempt from the registration requirements of
the Securities Act pursuant to Section 4(2) and/or Rule 506 of the Securities
Act.


                                       47
<PAGE>

         38. In June 1999, iChargeit issued 2,000 shares of its common stock to
Raymond Meredith in exchange for the forgiveness of a $5,000 loan previously
made by Mr. Meredith to iChargeit.

         39. In November 1999, iChargeit issued 6,000 shares of its common stock
to Bob Roberts in exchange for forgiveness of a $7,500 loan previously made by
Mr. Roberts to iChargeit.

         40. iChargeit sold an aggregate of 230,769 Units for total
consideration of $750,000 to two accredited investors in a private placement
which occurred in three tranches on November 3, November 12, 1999 and December
16, 1999. Each Unit consisted of five shares of our common stock and a warrant
to acquire one additional share of common stock at an exercise price of $2.50.
iChargeit claims an exemption from registration under the Securities Act in
reliance on Rule 504 of the Securities Act pursuant to a merit review
registration in the state of Kentucky.

         41. On November 16, 1999, iChargeit granted an aggregate of 950,000
incentive stock options pursuant to its 1999 Stock Incentive Plan at an exercise
price equal to the fair market value on the date of the grant of $1.00 per share
to 18 employees. iChargeit claims an exemption from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as a
transaction not involving any public offering and pursuant to Rule 701
promulgated under Section 3(b) of the Securities Act as transactions pursuant to
compensatory benefit plans and contracts relating to compensation.

ITEM 5.  LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

         Our Certificate of Incorporation and Bylaws limit the liability of and
provide indemnification for our directors and officers. Our Certificate of
Incorporation provides that our directors may not be held personally liable to
us or our stockholders for monetary damages arising from a breach of fiduciary
duty, except for liability:

         -        for breach of the director's duty of loyalty to iChargeit or
                  its stockholders;

         -        for acts or omissions not in good faith or which involve
                  intentional misconduct or knowing violation of the law;

         -        under Section 174 of the Delaware General Corporation Law,
                  relating to prohibited dividends, distributions, repurchases
                  or redemptions of stock; and

         -        for any transaction from which the director derives an
                  improper benefit.

         Our Bylaws provide that we shall indemnify our directors and officers,
certain other employees and agents, and the directors and officers of other
business enterprises serving at our request, for actions taken in good faith on
our behalf, while in their official capacity as a director or officer or in any
other capacity while serving as a director or officer. The Bylaws also provide
that we shall advance expenses incurred by officers, directors, employees and
agents in defending themselves for actions taken on our behalf under certain
circumstances. Finally, the Bylaws provide that directors, officers, employees,
and agents may bring suit to compel payment of claims not paid in full within
forty-five (45) days after we receive notice of such claims.


                                       48
<PAGE>

                                    PART F/S

                              FINANCIAL INFORMATION

                                TABLE OF CONTENTS


<PAGE>

iCHARGEIT, INC.
(a development stage company)

CONTENTS

<TABLE>
<CAPTION>
                                                                                                    PAGE
<S>                                                                                               <C>
PRO FORMA FINANCIAL STATEMENTS

   Unaudited Pro forma condensed financial statements                                               F-1
   Pro forma condensed statement of operations for the period ended June 30, 1999 (unaudited)       F-2
   Pro forma condensed statement of operations for the six months ended
      December 31, 1999 (unaudited)                                                                 F-3
   Notes to financial statements                                                                    F-4

iCHARGEIT, INC.

   Independent auditors' report                                                                     F-5
   Balance sheet as of June 30, 1999                                                                F-6
   Statement of operations for the period January 6, 1999 (inception) through June 30, 1999         F-7
   Statement of changes in stockholders' equity for the period January 6, 1999 (inception)
      through June 30, 1999                                                                         F-8
   Statement of cash flows for the period January 6, 1999 (inception) through June 30, 1999         F-9
   Notes to financial statements                                                                    F-10

   Balance sheet dated December 31, 1999 (unaudited)                                               F-15
   Statement of operations for the six months ended December 31, 1999 (unaudited)                  F-16
   Statement of stockholders equity for the six   months ended December 31, 1999 (unaudited)       F-17
   Statement of cash flows for the six months ended December 31, 1999
      (unaudited)                                                                                  F-18
   Notes to financials statements (unaudited)                                                      F-19

<PAGE>

iCHARGEIT, INC.
(a development stage company)

CONTENTS (CONTINUED)

<CAPTION>
                                                                                                    PAGE
                                                                                                   ------
<S>                                                                                                <C>
BAY MICRO COMPUTERS, INC.

   Independent auditors' report                                                                     F-24
   Balance sheet as of June 30, 1999                                                                F-25
   Statement of operations for the period from August 28, 1998 (inception) through June 30, 1999    F-26
   Statement of changes in stockholders' equity for the period from August 28,
      1998 (inception) through June 30, 1999                                                        F-27
   Statement of cash flows for the period from August 28, 1998 (inception)
      through June 30, 1999                                                                         F-28
   Notes to financial statements                                                                    F-29
</TABLE>

<PAGE>


UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS


The following unaudited pro forma condensed financial statements give effect to
the acquisition of Bay Micro Computers Inc. ("Bay Micro").

The unaudited pro forma condensed financial statements are based on the
respective historical financial statements and notes thereto of iChargeit
Inc. ("iChargeit" or the "Company") and Bay Micro.  The unaudited pro forma
condensed statements of operations assume that the merger took place as of
the beginning of the periods presented and combines the statement of
operations of iChargeit for the period from January 6, 1999 through June 30,
1999 with Bay Micro's statements of operations for the six months ended June
30, 1999 and for the six month period ended December 31 with Bay Micro's
operations for period July 1, 1999 through October 4, 1999.

The transaction has been accounted for as a purchase in accordance with
accounting standards. In the opinion of management of the Company, all
adjustments necessary to present fairly such pro forma financial data have been
made.

The pro forma adjustments have been made solely for purposes of developing such
pro forma information for illustrative purposes necessary to comply with the
disclosure requirements and is not necessarily indicative of the operating
results or financial position that would have occurred if the acquisition had
been consummated on the dates indicated, nor is it necessarily indicative of
future operating results or financial position.

These unaudited pro forma condensed financial statements should be read in
conjunction with the historical financial statements and the related notes
thereto of iChargeit and Bay Micro which are included herein and Management's
Discussion and Analysis of Financial Condition and Results of Operations.


                                                                            F-1

<PAGE>

iCHARGEIT, INC.

PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(unaudited)

<TABLE>
<CAPTION>
                                                                    HISTORICAL
                                                       ----------------------------------
                                                            PERIOD
                                                          JANUARY 6,        SIX MONTHS,
                                                       1999 THROUGH            ENDED
                                                           JUNE 30,           JUNE 30,
                                                             1999               1999
                                                       ----------------   ---------------       PRO FORMA
                                                           iCHARGEIT          BAY MICRO        ADJUSTMENTS        PRO FORMA
                                                       ----------------   ---------------      -----------    ----------------
<S>                                                    <C>                <C>                  <C>            <C>
Net sales                                                                 $     2,426,000                     $      2,426,000
Service and other revenue                              $         31,000                                                 31,000
Cost of goods sold                                                             (2,182,000)                          (2,182,000)
                                                       ----------------   ---------------                     ----------------
Gross profit                                                     31,000           244,000                              275,000
                                                       ----------------   ---------------                     ----------------
Costs and expenses:
   Internet services                                             91,000                                                 91,000
   Selling, general and administrative (excluding
      equity compensatory charges)                              207,000           460,000           $273,000(2)        940,000
   Equity compensatory charges                                6,347,000                                              6,347,000
                                                       ----------------   ---------------    ---------------  ----------------
                                                              6,645,000           460,000            273,000         7,378,000
                                                       ----------------   ---------------    ---------------  ----------------

NET LOSS                                               $     (6,614,000)  $      (216,000)         $(273,000) $     (7,103,000)
                                                       ================   ===============    ===============  ================

LOSS PER SHARE - BASIC AND DILUTED                               $(1.10)                                                 $(.71)
                                                                 ======                                                 ======
WEIGHTED AVERAGE SHARES OUTSTANDING -
   BASIC AND DILUTED                                          6,038,897                            4,000,000(1)     10,038,897
                                                       ================                      ===============  ================
</TABLE>

SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS

                                                                          F-2
<PAGE>

iCHARGEIT, INC.

PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(unaudited)

<TABLE>
<CAPTION>
                                                                HISTORICAL
                                                    ---------------------------------
                                                                        PERIOD JULY 1,
                                                    SIX MONTHS ENDED     1999 THROUGH
                                                    DECEMBER 31, 1999   OCTOBER 4, 1999     PRO FORMA
                                                    ---------------------------------
                                                       iCHARGEIT          BAY MICRO         ADJUSTMENTS          PRO FORMA
                                                    -------------       -------------     ---------------     --------------
<S>                                                 <C>                 <C>               <C>                 <C>
Net sales                                           $   1,976,000       $   1,956,000                         $    3,932,000
Service and other revenue                                  15,000                                                   15,000
Cost of goods sold                                     (1,784,000)         (1,750,000)                            (3,534,000)
                                                    -------------       -------------                         --------------
Gross profit                                              207,000             206,000                                413,000
                                                    -------------       -------------                         --------------
Cost and expenses:
   Internet services                                       31,000                                                     31,000
   Selling, general and administrative
     (excluding equity compensatory charges)              806,000             210,000         $ 273,000 (2)        1,427,000

   Equity compensatory charges                          2,929,000                                                  2,929,000
                                                    -------------     ---------------    --------------       --------------
                                                        3,766,000             210,000           411,000            4,387,000
                                                    -------------     ---------------    --------------       --------------
NET (LOSS)                                          $  (3,559,000)    $        (4,000)        $(411,000)      $   (3,974,000)
                                                    =============     ===============    ==============       ==============
LOSS PER SHARE - BASIC
   AND DILUTED                                              $(.38)                                                     $(.34)
                                                            =====                                                      =====
WEIGHTED AVERAGE SHARES OUTSTANDING -
   BASIC AND DILUTED (Note 3)                           9,427,000                             2,097,000           11,524,000
                                                    =============                       ===============       ==============
</TABLE>

SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS                        F-3
<PAGE>

iCHARGEIT, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

NOTE 1

Reflects 4,000,000 shares of common stock of iChargeit as consideration for
the acquisition of 100% of the common stock of Bay Micro effective on October
5, 1999 at an aggregate fair value of $5,480,000.

The tentative allocation of the purchase price among the identifiable
tangible and intangible assets and liabilities was based on a preliminary
assessment of the fair market value of those assets and liabilities.

NOTE 2

Reflects amortization of goodwill. The Company is using a straight-line, ten
year period to record amortization based on estimated useful life.


NOTE 3

Pro forma net loss per share - basic and diluted for the period ended
December 31, 1999 is computed using the historical weighted average number of
iChargeit common shares adjusted as if the transaction occurred at the
beginning of the period.


                                                                             F-4
<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
iChargeit, Inc.
Huntington Beach, California


We have audited the accompanying balance sheet of iChargeit, Inc. (a development
stage company) as of June 30, 1999 and the related statements of operations,
changes in stockholders' equity and cash flows for the period from January 6,
1999 (inception) through June 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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 enumerated above present fairly, in all
material respects, the financial position of iChargeit, Inc. as of June 30,
1999, and the results of its operations and its cash flows for the period from
January 6, 1999 (inception) through June 30, 1999 in conformity with generally
accepted accounting principles.



Richard A. Eisner & Company, LLP

New York, New York
November 1, 1999

With respect to the fourth paragraph of Note A and Notes C, E and H
November 12, 1999

                                                                             F-5
<PAGE>

iCHARGEIT, INC.
(a development stage company)

BALANCE SHEET
JUNE 30, 1999


<TABLE>
<S>                                                                                  <C>
ASSETS
Current assets:
   Cash                                                                              $       349,963
   Equity Securities - available for sale at market value (cost of $15,000)                   47,000
   Inventory                                                                                  10,600
   Prepaid expenses and other current assets                                                  40,150
                                                                                     ---------------
      Total current assets                                                                   447,713

Other assets                                                                                   1,500
                                                                                     ---------------
                                                                                     $       449,213
                                                                                     ===============

LIABILITIES
Current liabilities:
   Accounts payable and accrued expenses                                             $       106,790
                                                                                     ---------------

Commitments (Note G)

STOCKHOLDERS' EQUITY
Preferred stock - $.001 par value; 5,000,000 shares authorized; none issued
Common stock - $.001 par value; 50,000,000 shares authorized;
   7,931,405 shares issued and outstanding                                                     7,931
Additional paid-in capital                                                                13,090,898
Deficit accumulated during development stage                                              (6,613,575)
Unearned Compensation                                                                     (4,807,500)
Accumulated other comprehensive income - unrealized gain on marketable securities             32,000
Subscription receivable (2,012,500 common shares)                                            (27,000)
Treasury stock at cost (157,686 common shares)                                            (1,340,331)
                                                                                     ---------------

                                                                                             342,423
                                                                                     ---------------

                                                                                     $       449,213
                                                                                     ===============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS                                            F-6

<PAGE>

iCHARGEIT, INC.
(a development stage company)

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 6, 1999 (INCEPTION) THROUGH JUNE 30, 1999


<TABLE>

<S>                                                                     <C>
Service and other revenue                                                         $31,421
                                                                        -----------------
Costs and expenses:
   Internet charges and cost of revenue                                            90,997
   Selling, general and administrative (excluding equity
     related charges)                                                             207,249
   Noncash equity compensatory charges                                          6,346,750
                                                                        -----------------

                                                                                6,644,996
                                                                        -----------------
NET LOSS                                                                      $(6,613,575)
                                                                        =================
NET LOSS PER SHARE:
   Basic and diluted                                                               $(1.10)
                                                                                   ======
WEIGHTED AVERAGE SHARES OUTSTANDING:
   Basic and diluted                                                            6,038,897
                                                                        =================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                           F-7

<PAGE>

iCHARGEIT, INC.
(a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 6, 1999 (INCEPTION) THROUGH JUNE 30, 1999

<TABLE>
<CAPTION>
                                                                                                         DEFICIT
                                                                                                       ACCUMULATED
                                                        COMMON STOCK      ADDITIONAL                   DURING THE
                                                    --------------------   PAID-IN    COMPREHENSIVE    DEVELOPMENT       UNEARNED
                                                     SHARES      AMOUNT    CAPITAL        LOSS           STAGE         COMPENSATION
                                                    ---------  ---------  ----------  -------------    -------------  -------------
<S>                                                <C>        <C>        <C>          <C>             <C>             <C>
Shares issued to founders on January 6, 1999        4,000,000  $   4,000
Issuance of common stock for services from
   January 26, 1999 to June 25, 1999                2,286,000      2,286  $11,151,964                                  (4,807,500)
Recapitalization resulting from the acquisition
   of Para-Link on March 10, 1999                   1,343,655      1,343       (4,595)
Issuance of common stock on May 15, 1999              301,750        302      603,198
Common stock received through escrow on
   June 17, 1999                                                            1,340,331
Net loss                                                                                $  (6,613,575)  $  (6,613,575)
Other comprehensive loss
Unrealized gain on securities                                                                  32,000
                                                                                        -------------

Comprehensive loss                                                                      $  (6,581,575)
                                                 ------------  ---------  -----------   =============   -------------

BALANCE - JUNE 30, 1999                             7,931,405  $   7,931  $13,090,898                   $  (6,613,575) (4,807,500)
                                                 ============  =========  ===========                   =============  ==========


<CAPTION>
                                                   ACCUMULATED
                                                      OTHER                            TREASURY STOCK
                                                  COMPREHENSIVE   SUBSCRIPTION    --------------------------
                                                     INCOME        RECEIVABLE       SHARES         AMOUNT           TOTAL
                                                  -------------   ------------    ----------    ------------   --------------
<S>                                              <C>              <C>            <C>            <C>            <C>
Shares issued to founders on January 6, 1999                        $(2,000)                                    $       2,000
Issuance of common stock for services from
   January 26, 1999 to June 25, 1999                                                                                6,346,750
Recapitalization resulting from the acquisition
   of Para-Link on March 10, 1999                                                                                      (3,252)
Issuance of common stock on May 15, 1999                            (25,000)                                          578,500
Common stock contributed to Company by principal
   stockholder on June 17, 1999                                                      157,686    $ (1,340,331)               0
Net loss                                                                                                           (6,613,575)
Other comprehensive loss
Unrealized gain on securities                    $ 32,000                                                              32,000
                                                 --------

Comprehensive loss
                                                                   --------       -----------   -------------   -------------

BALANCE - JUNE 30, 1999                          $ 32,000          $(27,000)         157,686    $ (1,340,331)   $     342,423
                                                 ========          ========       ===========   =============   =============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                           F-8

<PAGE>

iCHARGEIT, INC.
(a development stage company)

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 6, 1999 (INCEPTION) THROUGH JUNE 30, 1999

<TABLE>

<S>                                                                                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                             $     (6,613,575)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Compensation paid with stock
        to consultants and employees                                                           6,346,750
      Receipt of securities in payment of fees                                                   (15,000)
      Changes in:
        Inventory                                                                                (10,600)
        Other current assets                                                                     (40,150)
        Other assets                                                                              (1,500)
        Accounts payable and accrued expenses                                                    103,538
                                                                                        ----------------
           Net cash used in operating activities                                                (230,537)
                                                                                        ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sales of common stock                                                           580,500
                                                                                        ----------------
NET INCREASE IN CASH AT JUNE 30, 1999                                                   $        349,963
                                                                                        ================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                         F-9

<PAGE>

iCHARGEIT, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999


NOTE A - THE COMPANY

Para-Link, Inc. ("Para-Link" or the "Company"), an inactive company was
incorporated in the State of Texas on January 22, 1997.

On March 10, 1999, Para-Link acquired 100% of the outstanding capital stock of
iChargeit Inc. ("iChargeit"). iChargeit, which was incorporated on January 6,
1999 in the State of Nevada to launch an internet-based shopping mall to market
goods and services to Internet users, as well as, allowing customers to play
online video and racing games at a virtual arcade. The launching of iChargeit's
website was March 1, 1999. The acquisition was consummated through an exchange
of shares that resulted in the stockholders of the iChargeit receiving control
of Para-Link; the transaction has been treated as a recapitalization. In
connection therewith, the Company's historic capital accounts were retroactively
adjusted to reflect the equivalent number of shares issued by Para-Link in the
transaction while iChargeit's historical accumulated deficit was carried
forward. The statement of operations reflects the activities of iChargeit from
the commencement of its operations on January 6, 1999. On March 17, 1999, the
Company changed its name to iChargeit.

The Company is in the development stage and its efforts are devoted to
developing the Internet resources to provide Internet users a comprehensive
website where they can obtain goods and services as well as participate in
online video games. The Company is in the process of entering into contracts
with local and national merchants who can provide such goods and services.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. For the period from inception through June
30, 1999, the Company has deficit accumulated during the development stage of
$6,613,575 and negative cash flows from operating activities. In order to
fund its current operations, the Company obtained additional financing of
$348,000 in November of 1999 through an equity offering in which, it sold
123,080 units which consisted of 615,400 shares of common stock, and 123,080
warrants to purchase 123,080 shares of the Company's common stock at an
exercise price of $2.50 and expiring on September 1, 2002. In addition, the
Company has sold stock it held in treasury (see Note C[3]).

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

[1]    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 revenue and expenses
       during the reporting period. Actual results could differ from these
       estimates.

[2]    INVENTORIES:

       Inventory consists of kiosks which contain computers that feature high
       speed Internet access. Inventory is stated at the lower of cost
       (first-in, first-out) or market.

[3]    VALUATION OF SECURITIES:

       Marketable securities are classified as available-for-sale and are
       recorded at their market value. Unrealized gains and losses are recorded
       as other comprehensive income.

                                                                          F-10
<PAGE>

iCHARGEIT, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE B - SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[4]    REVENUE RECOGNITION:


       Revenue is recognized when merchandise is shipped to a customer and
       when the right of return has expired or when services are performed.
       Once a history for returns is established the Company will be able to
       estimate an approximate provision. In addition, the Company earns fees
       for services provided in building virtual stores on its web site for
       vendors to sell products. Such revenue is recognized when the services
       are completed. Sometimes, the Company earns these fees in the form of
       equity securities. These equity securities are valued at fair market
       value on the date they are earned.


       Revenue includes shipping and handling fees on customer purchases. The
       cost of shipping is classified as selling, general and administrative.


[5]    FINANCIAL INSTRUMENTS:

       The carrying amounts for the Company's cash, accounts payable and accrued
       expenses approximate fair value.

[6]    PER SHARE DATA:

       Basic and diluted loss per share is based on the weighted average number
       of outstanding shares of common stock and excludes the effect of stock
       options and warrants. In computing the weighted average number of shares
       outstanding, the 4,000,000 shares of Para-Link issued in connection with
       the transaction were treated as if they were outstanding for the entire
       period.

[7]    STOCK-BASED COMPENSATION:

       The Company has elected to follow the intrinsic value method set forth in
       Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
       Employees" in accounting for its stock option incentive plan. As such,
       compensation expense would be recorded on the date of grant if the
       current market price of the underlying stock exceeded the exercise price
       of the option.

[8]    CONCENTRATION OF CREDIT RISK:

       Financial instruments which potentially subject the Company to
       concentration of credit risk consist of cash, and securities. The Company
       primarily holds its cash in one bank insured by the Federal Deposit
       Insurance Corporation ("FDIC"). At June 30, 1999, the Company maintained
       $301,000 in cash balances in excess of the FDIC limit.

[9]    INCOME TAXES:

       The Company accounts for income taxes using the liability method.
       Deferred income taxes are measured by applying enacted statutory rates to
       net operating loss carryforwards and to the differences between the
       financial reporting and tax bases of assets and liabilities. Deferred tax
       assets are reduced, if necessary, by a valuation allowance for any tax
       benefits, which are not expected to be realized.


NOTE C - STOCKHOLDERS' EQUITY

[1]    STOCK SPLIT:

       On January 5, 1999 the Board of Directors authorized a one for five
       reverse common stock split effective February 7, 1999 for all
       stockholders on record as of the close of business on February 1, 1999.
       All the share and per share amounts in the accompanying financial
       statements have been restated to give effect to the reverse stock split.

                                                                            F-11
<PAGE>

iCHARGEIT, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE C - STOCKHOLDERS' EQUITY  (CONTINUED)

[2]    COMMON STOCK:

       During the period ended June 30, 1999 the Company issued 1,471,000 shares
       of common stock to certain shareholders and consultants for services to
       the Company, which were valued at $4,880,500, based on market price.

       In addition the Company also issued 815,000 shares of common stock to
       certain officers of the corporation in connection with their employment
       agreements (see Note G[2]). These shares were valued at $6,273,750 based
       on their market price and the cost is being recognized over the vesting
       period.

       On May 15, 1999, the Company commenced a private offering of its common
       stock at $2.00 per share. The Company issued a total of 301,750 shares of
       common stock, which yielded net proceeds of $603,500.

       In August and November, 1999, certain officers and consultants of the
       Company exchanged 1,785,000 shares of the Company's common stock for
       1,470,000 options to acquire the Company's common stock at an exercise
       price of $1.00 (see Note E).

[3]    TREASURY STOCK:


       On June 17, 1999, a principal stockholder agreed to put in escrow for the
       benefit of the Company 157,686 shares of the Company's common stock. The
       Company recorded the 157,686 shares of common stock as treasury stock at
       its fair market value on the day it was placed in escrow. From July
       through October of 1999, the Company received approximately $153,000 from
       the sale of the shares held in escrow which will be treated as a capital
       transaction.


[4]    WARRANTS:

       From September to November of 1997, Para-Link raised $18,101 through the
       sale of 184,000 common stock purchase warrants in a private placement.
       Each warrant entitles the registered holder to purchase one share of
       common stock at an initial exercise price of $2.50 per share (subject to
       adjustments for stock splits, combinations and reclassifications) at any
       time prior to August 2000. As of June 30, 1999, 138,525 warrants are
       outstanding with a weighted average exercise price of $2.79 and a
       weighted average contractual life of 20 months.


NOTE D - INCOME TAXES

At June 30, 1999, the Company has a net operating loss carryforward for federal
income tax purposes of approximately $1,857,000 which expires through 2019.

At June 30, 1999, the Company has a deferred tax asset of approximately
$631,000. The Company has not recorded a benefit from its net operating loss
carryforward, because realization of the benefit is uncertain and, therefore, a
valuation allowance of $631,000 has been provided for the deferred tax asset.
The difference between the statutory tax rate of 34% and the Company's effective
tax rate of 0% is due to the increase in the valuation allowance of $631,000. In
addition, during the period ended June 30, 1999, the Company had approximately
$4,757,000 in expenses for equity compensation which were not deductible for tax
purposes.

                                                                           F-12
<PAGE>

iCHARGEIT, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE E - STOCK OPTION PLAN

On August 17, 1999, the Company adopted a stock option plan (the "1999 Plan")
subject to stockholder approval for granting options to purchase up to 4,000,000
shares of common stock, pursuant to which employees, consultants, officers and
directors are eligible to receive incentive and/or nonqualified stock options.
Options granted under the 1999 Plan are exercisable for a period of up to 10
years from the date of grant at an exercise price which is not less than the
fair value on date of grant, except that the exercise price of options granted
to a stockholder owning more than 10 percent of the outstanding capital stock
may not be less than 110 percent of the fair value of the common stock at the
date of grant. Options issued under the plan vest as determined by the plan
administrator.

As of November 12, 1999, the Company's shareholders approved the 1999 Plan
underlying the grant of (i) 1,640,000 options issued in connection with
employment agreements (see Note G[2]), (ii) 1,470,000 options were issued in
exchange for 1,785,000 shares of common stock (see Note C[2]) and (iii) 950,000
options granted to employees.

In addition, in November 1999, 445,000 options granted to the Chief Operating
Officer were cancelled as a result of an amendment to the employment
agreement reducing the term from two years to one year.


NOTE F- RELATED PARTY TRANSACTIONS

On March 11, 1999 the Company entered into a consulting agreement with an entity
controlled by a relative of an officer/stockholder to perform consulting
services. This agreement provides for the issuance of 140,000 shares (fair value
- - $455,000) of the Company's common stock (see Note C) and monthly payments of
$1,400 for site maintenance.

In addition, on March 11, 1999, 15,000 shares (fair value - $49,000) were issued
to the wife of the chief financial officer for legal services (see Note C).

On February 19, 1999, the Company entered into an agreement with an entity
controlled by the chief operations officer of the Company. Pursuant to this
agreement the Company is to receive warehousing and fulfillment services for its
customers. In exchange for these services, the Company issued 20,000 shares of
common stock which were valued at $70,000 (see Note C) and must issue an
additional 10,000 shares of common stock if the Company is not a reporting
entity with the Securities and Exchange Commission by December 1, 1999.


NOTE G - COMMITMENTS

[1]    LEASES:

       The Company leases facilities on a month-to-month basis. Rental expense
       under this lease for the period ended June 30, 1999 amounted to $3,000.

[2]    EMPLOYMENT AGREEMENTS:

       On March 11, 1999, the Company entered into a two year employment
       agreement with its chief executive officer. The agreement provides for a
       base salary of $70,000 per annum and bonuses. It also provides for the
       granting of 315,000 shares of common stock and options to acquire 900,000
       shares of common stock at an exercise price of $1.00, subject to approval
       of the 1999 Plan (which is the fair market value at November 12, 1999
      (the date of grant)) vesting over two years (See Note E).

                                                                           F-13
<PAGE>

iCHARGEIT, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE G - COMMITMENTS  (CONTINUED)

[2]    EMPLOYMENT AGREEMENTS:  (CONTINUED)

       On June 1, 1999, the Company entered into a two year employment agreement
       with its chief operations officer, subsequently amended (see Note E).
       The agreement orignally provided for a base salary of $50,000 and a
       signing bonus of $11,700. The agreement also provides for a bonus and a
       granting of 250,000 shares of common stock and of options to acquire
       640,000 shares of common stock at an exercise price of $1.00 subject to
       approval of the 1999 Plan (which is the fair market value at November 12,
       1999 (the date of grant)) vesting over two years. The amendment was
       occasioned by a 1.2 % commission on all revenues which occur due to a
       strategic alliance generated by the chief operations officer.

       On May 1, 1999, the Company entered into a six month employment agreement
       with its chief financial officer. The agreement provides for a base
       salary of $25,000 for the six months the agreement provides for the
       granting of 250,000 shares of common stock and options to acquire 100,000
       shares of common stock at an exercise price of $1.00 (which is the fair
       market value at November 12, 1999 (the grant date) vesting over six
       months (see Note E).


[3]    INTERNET OPERATIONS:

       Many of the Company's operations are dependent on third party providers
       for website hosting, content, maintenance, goods and services. The
       Company has entered into various agreements with those third party
       providers.


NOTE H - SUBSEQUENT EVENTS

ACQUISITION:

On October 5, 1999, the Company entered into an agreement and plan of merger
with Bay Micro Computers Inc. ("Bay Micro") pursuant to which Bay Micro would
become a subsidiary to the Company. The stockholders of Bay Micro received
approximately 4,000,000 shares of the Company's common stock. In addition, the
Company advanced to Bay Micro $80,000 and $120,000 in August and October of
1999, respectively, pursuant to unsecured promissory notes bearing interest at
7% and are payable in three years from the date of advance.

REINCORPORATION:

On November 5, 1999, the Company was reincorporated in Delaware.

The acquisition and reincorporation indicated above were approved by
stockholders on November 12, 1999.

                                                                           F-14
<PAGE>

                                 iCHARGEIT INC.
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 1999
                                  (UNAUDITED)


<TABLE>

<S>                                                            <C>
ASSETS
  Current Assets
     Cash                                                         $392,000
     Equity Securities - available for sale at market value
         (cost $20,000)                                             39,000
     Accounts Receivable                                           394,000
     Inventory                                                     267,000
     Prepaid Expenses and Other Current Assets                      85,000
                                                               ------------
   Total current assets                                          1,177,000
                                                               ------------

  Property and Equipment, net                                      101,000
  Restricted Cash                                                   46,000
  Internet Domain Name and Website, net                            166,000
  Goodwill, net                                                  5,329,000
  Other Assets                                                      13,000
                                                               ------------

TOTAL ASSETS                                                     6,832,000
                                                               ============

LIABILITIES & EQUITY
  Current Liabilities
     Accounts Payable                                             $206,000
     Accrued expenses                                             $278,000
     Other current liabilities                                      80,000
     Loan payable-stockholder/officer                              244,000
                                                               ------------

  Total current liabilities                                       $808,000


   Other liabilities                                                13,000

                                                               ------------
  Total Liabilities                                               $821,000
                                                               ------------

Stockholders' Equity
   Capital Stock                                                    11,000
   Additional Paid in Capital                                   16,142,000
   Subscriptions receivable                                         (2,000)
   Accumulated deficit                                         (10,172,000)
   Accumulated other comprehensive income -
   Unrealized gain in marketable securities                         19,000
                                                               ------------
  Total Equity                                                   6,011,000
                                                               ------------

TOTAL LIABILITIES & EQUITY                                      $6,832,000
                                                               ============
</TABLE>

See notes to financial statements


                                                                          F-15
<PAGE>

                                 iCHARGEIT INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
                                  (UNAUDITED)


<TABLE>
<S>                                                        <C>
    Net Sales                                               $ 1,976,000

      Cost of Goods Sold                                      1,784,000
                                                           -------------

  Gross Profit                                                  192,000

Services and Other Revenue                                       15,000

                                                           -------------
                                                                207,000
                                                           -------------
Costs and Expenses
      Internet services                                          31,000
      Selling, general and administrative
(excludes equity related charges)                               806,000
Equity Compensatory Charges                                   2,929,000
                                                           -------------
  Total Expense                                               3,766,000
                                                           -------------


Net Loss                                                   $ (3,559,000)
                                                           =============

Net Loss per share
    Basic and diluted                                           $ (0.38)

Weighted average shares outstanding
    Basic and diluted                                         9,427,000
</TABLE>


See notes to financial statements


                                                                          F-16
<PAGE>

iCHARGEIT, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (NOTES A AND E)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                             COMMON STOCK             ADDITIONAL
                                                                    --------------------------------    PAID-IN      COMPREHENSIVE
                                                                        SHARES          AMOUNT          CAPITAL           LOSS
                                                                    ---------------------------------------------------------------
<S>                                                                     <C>             <C>          <C>             <C>
Balance - June 30, 1999                                                   7,931,405      $ 8,000     $13,091,000

         Sale of treasury stock                                                                       (1,187,000)
         Shares issued for acquisition of Bay Micro                       4,000,000        4,000       5,476,000
         Collections of subscriptions receivable
         Sale of units consisting of common stock and warrants
           (net of expenses of $97,000)                                   1,153,855        1,000         652,000
         Amortization of compensation charges, net of returns            (1,785,000)      (2,000)     (1,887,000)
         Issuance of shares in connection with prior merger
           transaction                                                        6,000                        6,000
Net loss                                                                                                              $ (3,559,000)
         Other Comprehensive loss
            Unrealized loss on securities                                                                                  (13,000)
                                                                                                                     --------------

         Comprehensive loss                                                                                           $ (3,572,000)
                                                                    -------------------------------------------------==============

BALANCE - DECEMBER 31, 1999                                              11,306,260     $ 11,000     $16,142,000
                                                                    =============================================

<CAPTION>
                                                                                                       ACCUMULATED
                                                                     ACCUMULATED                          OTHER
                                                                       DEFICIT         UNEARNED       COMPREHENSIVE   SUBSCRIPTIONS
                                                                        STAGE        COMPENSATION        INCOME         RECEIVABLE
                                                                    ---------------------------------------------------------------
<S>                                                                  <C>             <C>              <C>              <C>
Balance - June 30, 1999                                              $(6,613,000)    $ (4,808,000)         $ 32,000      $ (27,000)

         Sale of treasury stock
         Shares issued for acquisition of Bay Micro
         Collections of subscriptions receivable                                                                            25,000
         Sale of units consisting of common stock and warrants
           (net of expenses of $97,000)
         Amortization of compensation charges, net of returns                           4,808,000
Net loss                                                             $(3,559,000)
         Other Comprehensive loss
            Unrealized loss on securities                                                                 $(13,000)


         Comprehensive loss
                                                                    ---------------------------------------------------------------

BALANCE - DECEMBER 31, 1999                                         $(10,172,000)    $          -         $ 19,000       $ (2,000)
                                                                    ===============================================================

<CAPTION>
                                                                                   TREASURY STOCK

                                                                          SHARES        AMOUNT           TOTAL
                                                                    ----------------------------------------------
<S>                                                                     <C>          <C>               <C>
Balance - June 30, 1999                                                  157,686     $(1,340,000)         343,000

         Sale of treasury stock                                         (157,686)      1,340,000          153,000
         Shares issued for acquisition of Bay Micro                                                     5,480,000
         Collections of subscriptions receivable                                                           25,000
         Sale of units consisting of common stock and warrants
           (net of expenses of $97,000)                                                                   653,000
         Amortization of compensation charges, net of returns                                           2,929,000
Net loss                                                                                               (3,559,000)
         Other Comprehensive loss                                                                               -
            Unrealized loss on securities                                                                 (13,000)


         Comprehensive loss
                                                                    ----------------------------------------------

BALANCE - DECEMBER 31, 1999                                                    -             $ -       $6,011,000
                                                                    ==============================================
</TABLE>

See notes to financial statements


                                                                          F-17
<PAGE>

                                 iCHARGEIT INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED DECEMBER 31,1999

<TABLE>
<S>                                                                              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
              Net loss                                                             (3,559,000)
              Adjustments to reconcile Net loss to net cash used
              in operating activities:
                  Depreciation and amortization                                       142,000
                  Compensation paid with stock
                      to consultants and employees                                  2,929,000
                  Receipt of marketable securities in
                      payment of fees                                                  (5,000)
                  Accounts receivable                                                (148,000)
                  Inventory                                                           (14,000)
                  Other Current Assets                                                (48,000)
                  Accounts payable and other liabilities                              (95,000)
                                                                                 --------------
          Net cash used in Operating Activities                                      (798,000)
                                                                                 --------------

CASH FLOWS FROM INVESTING ACTIVITIES
                  Acquisition of property and Equipment                               (30,000)

                  Cash acquired in acquisition of the Bay Micro                        63,000

                  Loans to officer/stockholder                                        (20,000)
                                                                                 --------------
          Net cash provided by Investing Activities                                    13,000
                                                                                 --------------
CASH FLOWS FROM FINANCING ACTIVITIES
                  Loans paid                                                           (4,000)


                  Net proceeds from sale of Common Stock                              831,000
                                                                                 --------------
          Net cash provided by Financing Activities                                   827,000
                                                                                 --------------
Increase in cash                                                                       42,000

Cash, beginning of period                                                             350,000
                                                                                 --------------
Cash at December 31, 1999                                                             392,000
                                                                                 ==============
</TABLE>

See notes to financial statements


                                                                          F-18
<PAGE>

ICHARGEIT, INC.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1999

NOTE A - THE COMPANY AND BASIS OF PRESENTATION

Para-Link, Inc. ("Para-Link" or the "Company"), an inactive company was
incorporated in the state of Texas on January 22, 1997.

On March 10, 1999, Para-Link acquired 100% of the outstanding capital stock
of iChargeit Inc. iChargeit, Inc. ("iChargeit") was incorporated on January
6, 1999 in the State of Nevada to launch an internet-based shopping mall to
market goods and services to internet users, as well as, allowing customers
to play online video and racing games at a virtual arcade. The launching of
iChargeit's website was March 1, 1999. The acquisition was consummated
through an exchange of shares that resulted in the stockholders of iChargeit
receiving control of Para-Link; the transaction has been treated as a
recapitalization. In connection therewith, the Company's historic capital
accounts were retroactively adjusted to reflect the equivalent number of
shares issued by Para-Link in the transaction while iChargeit's historical
accumulated deficit was carried forward. The statement of operations reflects
the activities of iChargeit from the commencement of its operations on
January 6, 1999. On March 17, 1999, the Company changed its name to
iChargeit, Inc. On November 5, 1999 the Company was reincorporated in
Delaware.

The Company was in the development stage prior to the period ended September
30, 1999. As a result of the acquisition in the quarter ended December 31,
1999 of Bay Micro Computers Inc. ("Bay Micro") iChargeit is no longer in the
status of the development stage (see note B). Bay Micro is a wholesaler and
assembler of computers and related hardware components.

The information contained herein with respect to the six month period ended
December 31, 1999 has not been audited but was prepared in conformity with
generally accepted accounting principles for interim financial information.
Accordingly, the condensed financial statements do not include information
and footnotes required by generally accepted accounting principles for annual
presentation of financial statements. Included are the normal recurring
adjustments, which in the opinion of management are necessary for a fair
presentation of the financial information at December 31, 1999 and for the
three month period ended December 31, 1999 and since inception. The results
are not necessarily indicative of results to be expected for the year.

The financial statements include the accounts of the company and it's
wholly-owned subsidiary Bay Micro Inc.. All material inter-company
transactions and account balances have been eliminated in consolidation.

NOTE B- ACQUISITION

Effective on October 5, 1999 the Company acquired 100% of the common stock of
Bay Micro Inc. in exchange for 4,000,000 shares of common stock at an
aggregate fair value of $5,480,000. The transaction has been accounted for as
a purchase in accordance with accounting standards. The accompanying
consolidated financial statements include revenue and expenses of Bay Micro
Inc. from October 5, 1999.

The cost of the assets and liabilities assumed were preliminarily allocated
as follows:


<TABLE>
                  <S>                      <C>
                  Cash                      $  63,000
                  Accounts receivable         246,000
                  Inventory                   242,000
                  Internet Domain Name
                  and Website                 169,000
                  Other assets                 54,000
                  Equipment                    73,000
                  Accounts payable           (404,000)
                  Accrued expenses            (67,000)
                  Loans payable              (361,000)
                  Goodwill                  5,465,000
                                           ----------
                      Consideration        $5,480,000
                                           ==========
</TABLE>


The related goodwill is being amortized over its estimated useful life of ten
years.  At December 31, 1999, the accumulated amortization was $186,000.


                                                                     F-19
<PAGE>

NOTE C-SEGMENT  INFORMATION

The Company and it's subsidiary have two reportable segments. The Company
operates an Internet based shopping mall and Bay Micro is a wholesaler and
assembler of computers and related hardware components. Information with respect
to reportable segments are as follows:

<TABLE>
<CAPTION>

                                            Internet          Bay
                                            Operations        Micro             Total
                                           ------------      --------          ---------
<S>                                      <C>                 <C>               <C>
Revenues from external customers            $41,000          $1,950,000        $1,991,000

Depreciation and amortization                                   $12,000           $12,000

Significant non-cash items:
     Equity compensatory charges          2,929,000                             2,929,000

Segment loss                             (3,415,000)           (144,000)       (3,559,000)

Segment Assets                              524,000           6,308,000         6,832,000

Expenditures for long-lived assets                               30,000            30,000

</TABLE>

NOTE D - SIGNIFICANT ACCOUNTING POLICIES

[1]      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 revenue and expenses during the reporting
period. Actual results could differ from these estimates.

[2]      INVENTORIES:

         Inventories consist primarily of the goods the Company has purchased
for resale. Inventory is stated at the lower of average cost or market.

[3]      VALUATION OF SECURITIES:

         Marketable securities are classified as available-for-sale and are
recorded at their market value. Unrealized gains and losses are recorded as
other comprehensive income.

[4]      REVENUE RECOGNITION:


         Revenue is recognized when merchandise is shipped to a customer.
Provision is made for an estimate of product returns.  In addition, the
Company earns fees for services provided in building virtual stores on its
website for vendors to sell products.  Such revenue is recognized when the
services are completed or services are performed. Sometimes, the Company
earns these fees in the form of securities. These equity securities are
valued at market on the date they are earned.


Revenue includes shipping and handling fees on customer purchases. The costs
of shipping are classified in selling, general and administrative expenses.



                                                                     F-20
<PAGE>

[5]      FINANCIAL INSTRUMENTS:

         The carrying amounts for the Company's cash, accounts receivable and
accrued expenses approximate fair value.


[6]      PER SHARE DATA:

         Basic and diluted loss per share is based on the weighted average
number of outstanding shares of common stock and excludes the effect of stock
options and warrants.

[7]      STOCK-BASED COMPENSATION:

The Company has elected to follow the intrinsic value method set forth in
Accounting Principles Board Opinion 25. " Accounting for Stock Issued to
Employees" in accounting for its stock option incentive plan. As such,
compensation expense would be recorded on the date of grant if the current
market price of the underlying stock exceeded the exercise price of the option.

[8]      CONCENTRATION OF CREDIT RISK:

         Financial instruments which potentially subject the Company to
concentration of credit risk consists of cash, and securities. The Company
primarily holds its cash in one bank insured by the Federal Deposit Insurance
Corporation ("FDIC"). At December 31, 1999, the Company maintained cash balances
of $192,000 in excess of the FDIC limit.

[9]      EQUIPMENT:

         Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
lives of the asset, generally five to seven years.

[9]      INCOME TAXES:

         The Company accounts for income taxes using the liability method.
Deferred income taxes are measured by applying enacted statutory rates to net
operating loss carry forwards and to the differences between the financial
reporting and tax bases of assets and liabilities. Deferred tax assets are
reduced, if necessary, by a valuation allowance for any tax benefits, which are
not expected to be realized.


[10]     INTERNET DOMAIN NAME AND WEBSITE:



         Internet Domain Name and Website are being amortized over its useful
life of three years.  At December 31, 1999 accumulated depreciation was
$3,000.


NOTE E - STOCKHOLDERS' EQUITY

[1]      STOCK SPLIT:

         On January 5, 1999 the Board of Directors authorized a one for five
reverse common stock split effective February 7, 1999 for all stockholders on
record as of the close of business on February 1, 1999. All the share and per
share amounts in the accompanying financial statements have been restated to
give effect to the reverse stock split.

[2]      WARRANTS:

At December 31, 1999, outstanding warrants to acquire shares of the Company's
common stock are as follows:

<TABLE>
<S>                               <C>                <C>
Number of                         Exercise           Expiration
Warrants                           Price                Date
- --------------------------------------------------------------------------------

 16,000                            $5.00             August,  2000

</TABLE>


                                                                     F-21
<PAGE>

<TABLE>
<S>                                <C>               <C>
122,525                            $2.50             August, 2000
230,771                            $2.25             September, 2000
</TABLE>

 As of December 31, 1999, 369,296 warrants are outstanding with a weighted
average price of $2.45 and a weighted average contractual life remaining of 8.24
months.



[3]      TREASURY STOCK:

         On June 17, 1999, a principal stockholder agreed to put in escrow for
the benefit of the Company 157,686 shares of the Company's common stock. The
Company recorded the 157,686 shares of common stock as treasury stock at its
fair market value on the day it was placed in escrow. Through December 31, 1999
the Company yielded proceeds of $153,000 from the sale of 157,686 shares of
common stock which was treated as a capital contribution.

[4]           PRIVATE PLACEMENT:

         In November and December 1999 the Company raised an aggregate of
$750,000 of which, after fees, it received $653,000 from the sale of 230,771
units consisting of five shares of common stock and one warrant to purchase one
additional share of the Company's common stock for an exercise price of $2.250
per share expiring September 1, 2002.

NOTE F - STOCK OPTION PLAN

         On August 17, 1999 the Company adopted a stock option plan (the "1999
Plan") subject to stockholder approval for granting options to purchase up to
4,000,000 shares of common stock, pursuant to which employees, consultants,
independent contractors, officers and directors are eligible to receive
incentive and/or nonqualified stock options. Options granted under the 1999 Plan
are exercisable for a period of up to 10 years from the date granted at an
exercise price which is not less than the fair value on the date of the grant,
except that the exercise price of options granted to a stockholder owing more
than 10 percent of the outstanding capital stock may not be less than 110
percent of the fair value of the common stock at the date of grant. Options
issued under the plan vest as determined by the plan administrator.


As of November 12, 1999, the Company had granted 3,715,000 options to employees
and consultants. At December 31, 1999, the company had 3,715,000 options
outstanding at an exercise price of $1.00. At December 31, 1999, the Company
had 1,991,250 options exercisable at $1.00 per share through November 12, 2009.



The Company applies APS 25 in accounting for the employee stock options
awards, which requires the recognition of compensation expense for the
difference between the fair value of the underlying common stock and the
exercise price of the option at the grant date.


Pro forma information regarding net loss and loss per share is required by
SFAS No. 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that statement. The
weighted average fair value of options granted during the six months ended
December 31, 1999 is estimated to be $.98. The fair value of these options was
estimated at the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions for the six months ended
December 31, 1999:  risk free interest rates of 5.88% dividend yield of 0%;
votality of 206% and expected life for options granted of 5 years.


Had management elected to recognize compensation cost based on the fair value
of the options at the date of grant as prescribed by SFAS No. 123 net loss
for the six months ended December 31, 1999 would have been approximately
$4,192,000 and loss per share of $.44.


NOTE G - COMMITMENTS


[1]      LEASES:


         The Company has lease agreements for its office facilities and storage
facilities through November 2002. At December 31, 1999, its future minimum
rental commitments were as follows:

<TABLE>
                  <S>                                <C>
                  Year Ending
                      June 30                        Amount
                  ------------                      ---------
                      2000                           $ 41,000
                      2001                           $ 83,000
                      2002                           $ 83,000
                      2003                           $ 28,000
                                                     --------
                                                     $235,000
                                                     ========
</TABLE>


                                                                     F-22
<PAGE>

NOTE H-LOANS PAYABLE-OFFICER/STOCKHOLDER

Loans payable to an officer/stockholder are non-interest bearing and have no
fixed date of repayment. The officer/stockholder has agreed not to demand
repayment until July 1, 2000.


                                                                     F-23
<PAGE>


INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Bay Micro Computers Inc.


We have audited the accompanying balance sheet of Bay Micro Computers Inc. as of
June 30, 1999 and the related statements of operations, changes in stockholders'
equity and cash flows for the period from August 28, 1998 (inception) through
June 30, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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 enumerated above present fairly, in all
material respects, the financial position of Bay Micro Computers Inc. as of June
30, 1999 and the results of its operations and cash flows for the period from
August 28, 1998 (inception) through June 30, 1999 in conformity with generally
accepted accounting principles.



Richard A. Eisner & Company, LLP

New York, New York
October 15, 1999

                                                                           F-24

<PAGE>

BAY MICRO COMPUTERS INC.

BALANCE SHEET
JUNE 30, 1999

<TABLE>
<S>                                                               <C>
ASSETS
Current assets:
   Cash                                                            $    32,954
   Accounts receivable, net                                            156,109
   Inventories                                                         140,980
                                                                   -----------
      Total current assets                                             330,043

Equipment, net                                                          77,421
Restricted cash                                                         28,000
Internet Domain Name and Website, net of
  accumulated amortization of $15,763                                  173,387
Other assets                                                             8,432
                                                                   -----------
                                                                   $   617,283
                                                                   -----------
                                                                   -----------
LIABILITIES
Current liabilities:
   Accounts payable                                                $   176,813
   Accrued expenses                                                     66,219
   Payable to Pinamar                                                   80,000
   Current portion of loan payable                                       2,981
                                                                   -----------
      Total current liabilities                                        326,013

Loan payable, less current portion                                      13,564
Loans payable - officer/stockholder                                    260,871
                                                                   -----------
                                                                       600,448
                                                                   -----------
Commitments and other matters

STOCKHOLDERS' EQUITY
Common stock, no par value; 100,000 shares authorized,
  1,250 shares issued and outstanding                                  180,000
Additional paid-in capital                                              51,897
Accumulated deficit                                                   (215,062)
                                                                   -----------
                                                                        16,835
                                                                   -----------
                                                                   $   617,283
                                                                   -----------
                                                                   -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                         F-25

<PAGE>

BAY MICRO COMPUTERS INC.

STATEMENT OF OPERATIONS
PERIOD FROM AUGUST 28, 1998 (INCEPTION) THROUGH JUNE 30, 1999

<TABLE>

<S>                                                <C>
Net sales                                          $     3,363,917
Cost of goods sold                                       2,992,776
                                                   ---------------
Gross profit                                               371,141
Selling, general and administrative expenses               586,203
                                                   ---------------
NET LOSS                                           $      (215,062)
                                                   ===============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                         F-26

<PAGE>

BAY MICRO COMPUTERS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM AUGUST 28, 1998 (INCEPTION) THROUGH JUNE 30, 1999

<TABLE>
<CAPTION>
                                                          COMMON STOCK
                                                  -------------------------    ADDITIONAL                             TOTAL
                                                   NUMBER OF                    PAID-IN        ACCUMULATED        STOCKHOLDERS'
                                                    SHARES        AMOUNT        CAPITAL          DEFICIT             EQUITY
                                                  -----------   -----------   ------------    ------------       --------------
<S>                                               <C>           <C>            <C>            <C>                <C>
Issuance of founders' common stock                    1,000     $   100,000                                        $ 100,000
Issuance of common stock (Note C)                       250          80,000                                           80,000
Contribution of portion of loans
   payable to capital by principal
   stockholder                                                                  $51,897                               51,897
Net loss                                                                                       $   (215,062)        (215,062)
                                                 ----------     -----------     -------        ------------         --------
BALANCE - JUNE 30, 1999                               1,250     $   180,000     $51,897        $   (215,062)        $ 16,835
                                                 ==========     ===========     =======        ============         ========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                         F-27

<PAGE>

BAY MICRO COMPUTERS INC.

STATEMENT OF CASH FLOWS
PERIOD FROM AUGUST 28, 1998 (INCEPTION) THROUGH JUNE 30, 1999

<TABLE>

<S>                                                                                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                          $   (215,062)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                        33,576
      Compensation accrued to officer                                                     136,000
      Changes in:
        Inventories                                                                      (140,980)
        Accounts receivable                                                              (156,109)
        Other assets                                                                       (8,432)
        Accounts payable and accrued expenses                                             243,032
                                                                                     ------------
           Net cash used in operating activities                                         (107,975)
                                                                                     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of equipment                                                               (67,131)
   Acquisition of assets                                                                  (40,000)
   Restricted cash                                                                        (28,000)
                                                                                     ------------
           Net cash used in investing activities                                         (135,131)
                                                                                     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                                                 100,000
   Repayment of loan                                                                         (708)
   Proceeds from officer's loans                                                          176,768
                                                                                     ------------
           Net cash provided by financing activities                                      276,060
                                                                                     ------------

NET INCREASE IN CASH                                                                       32,954
Cash - beginning of period                                                           ------------

CASH - END OF PERIOD                                                                 $     32,954
                                                                                     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the year for interest                                            $        341
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS                                         F-28
<PAGE>

BAY MICRO COMPUTERS INC.

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999


NOTE A - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

[1]   BUSINESS:

      Bay Micro Computers Inc. (the "Company") was incorporated in California
      in August 1998.  The Company is primarily a wholesaler and assembler of
      computers and related hardware components.  The Company also operates an
      internet website, Shoppingplanet.com, which sells computer hardware
      components.

      On October 5, 1999, the Company and its shareholders entered into an
      agreement and plan of merger with iChargeit, Inc. pursuant to which a
      subsidiary of iChargeit, Inc. merged with and into the Company and the
      Company became a wholly owned subsidiary of iChargeit, Inc. The
      shareholders of the Company will receive approximately 3,106 shares of
      iChargeit, Inc. common stock for each share of common stock of the
      Company.

      In August 1999 and October 1999 iChargeit advanced $80,000 pursuant to an
      unsecured promissory note and $120,000 pursuant to a promissory note
      secured by 680 shares of common stock of the Company. These notes bear
      interest at 7% and are payable in three years from date of advance.

[2]   CASH EQUIVALENTS:

      The Company considers all highly liquid investments with a maturity of
      three months or less when purchased to be cash equivalents.

[3]   INVENTORIES:

      Inventories, which consist of merchandise purchased for resale, are stated
      at the lower of average cost or market.

[4]   EQUIPMENT:

      Property and equipment are stated at cost less accumulated depreciation.
      Depreciation is computed using the straight-line method over the lives of
      the asset, generally five to seven years.

[5]   INCOME TAXES:

      The Company provides for income taxes under the provisions of SFAS No. 109
      "Accounting for Income Taxes". Deferred income tax assets and liabilities
      are recorded to reflect the tax consequences on future years of net
      operating loss carryforwards and temporary differences between the
      financial reporting and tax basis of assets and liabilities. A valuation
      allowance is recognized, if it is considered more likely than not that
      some or all of a deferred tax asset may not be realized.

[6]   REVENUE RECOGNITION:

      Revenue is recognized when a product is shipped, or when services are
      performed. Provision is made for an estimate of product returns.

[7]   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 asset and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reported period. Actual results could differ from those
      estimates.

                                                                          F-29
<PAGE>



NOTE B - RESTRICTED CASH

Restricted cash represents an operating reserve held by a bank in an escrow
account in order to process credit card transactions for the Company.


NOTE C - ACQUISITION OF ASSETS

On April 1, 1999, the Company acquired principally the domain name,
Shoppingplanet.com and related technology and certain computer equipment from
Pinamar Corporation in exchange for $120,000 ($20,000 on execution of
agreement and five consecutive monthly payments of $20,000 beginning no later
than May 15, 1999) and 250 common shares representing a 20% equity interest
in the Company valued at $80,000. The purchase price has been allocated to
acquired assets as follows:

<TABLE>
<S>                                                            <C>
        Equipment                                               $    10,850
        Internet Domain Name and Website                            189,150
                                                                -----------
        Cost of acquisition                                     $   200,000
                                                                ===========
</TABLE>

The internet domain name and website are being amortized over three years.

As of June 30, 1999, the Company has made $40,000 payments to Pinamar.


NOTE D - EQUIPMENT

Equipment consists of the following:

<TABLE>

<S>                                                            <C>
        Computer and office equipment                           $    61,075
        Vehicles                                                     26,254
        Furniture and fixtures                                        7,905
                                                                -----------
                                                                     95,234
        Less accumulated depreciation                                17,813
                                                                -----------
                                                                $    77,421
                                                                ===========
</TABLE>

NOTE E - LEASES

The Company has lease agreements for its office facilities and storage
facilities through June 2002.

At June 30, 1999, future annual minimum rental commitments were as follows:

<TABLE>
<CAPTION>
           YEAR ENDING
             JUNE 30,
           -----------
           <S>                                                 <C>
             2000                                               $    64,000
             2001                                                    80,000
             2002                                                    80,000
                                                                -----------
        Total lease payments                                    $   224,000
                                                                ===========
</TABLE>

Rent expense for office facilities aggregated approximately $25,000 for the
period ended June 30, 1999.

                                                                           F-30
<PAGE>



NOTE F - LOAN PAYABLE

Loan payable consists of an auto loan payable to a financial institution in
monthly installments of $350, including interest at a rate of 8.02% through
March 6, 2004 secured by the vehicle.

The balance at June 30, 1999 is due as follows:

<TABLE>
<CAPTION>
           YEAR ENDING
             JUNE 30,
           -----------
<S>                                                             <C>
             2000                                               $     2,981
             2001                                                     3,229
             2002                                                     3,498
             2003                                                     3,789
             2004                                                     3,048
                                                                -----------
                                                                $    16,545
                                                                ===========
</TABLE>

At June 30, 1999, the net book value of the vehicle was approximately $18,000.


NOTE G - LOANS PAYABLE - OFFICER/STOCKHOLDER

Loans payable to an officer/stockholder are noninterest bearing and have no
fixed date of repayment. At June 30, 1999, a $136,000 bonus was accrued to the
officer which has been included in the loan payable. The officer/stockholder has
agreed not to demand repayment of the loan until July 1, 2000.


NOTE H - INCOME TAXES

At June 30, 1999, the Company has available for federal income tax purposes a
net operating loss carryforward of approximately $78,000 expiring in 2019 that
may be used to offset future taxable income.

The Company has a deferred tax asset of approximately $86,000 relating to the
carryforward and certain expenses not currently deductible for which a valuation
allowance of $86,000 has been provided.


                                                                            F-31
<PAGE>

                                    PART III

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


<TABLE>
<CAPTION>
 Exhibit No.                                Description
 ----------                                 -----------
<S>           <C>
2.1+          Certificate of Incorporation of Registrant as filed on November 5,
              1999.

2.2+          ByLaws of Registrant, Inc., as adopted November 6, 1999.

3.1           Consent of Jesse Cohen dated November 1, 1999, relating to
              recission of grant of restricted stock.

3.2           Consent of Randall Waldman dated November 1, 1999, relating to
              recission of grant of restricted stock.

3.3           Consent of James Carroll, dated November 3, 1999, relating to
              recission of grant of restricted stock.

3.4           Consent of Dean Dumont, dated November 3, 1999, relating to
              recission of grant of restricted stock.

3.5           Consent of Mac-Group dated November 4, 1999, relating to
              recission of grant of restricted stock.

3.6           Consent of Future Holdings, Inc., dated November 3, 1999, relating
              to recission of grant of restricted stock.

3.7           Consent of Twitchell Corp., dated November 4, 1999, relating to
              recission of grant of restricted stock.

6.1+          Agent Agreement, dated January 25, 1999, by and between Preferred
              Voice, Inc. and Registrant.

6.2+          Agreement dated January 26, 1999 by and between Netgateway and
              Registrant.

6.3+          Bookinabasket Agreement, dated February 7, 1999, by and between
              Susannah Altman and Registrant.

6.4+          Software License Agreement, dated February 11, 1999, by and
              among Winners Internet Network, Inc., CyberLink Monetary System,
              EST and Registrant.

6.5+          Amendment to Software Licensing Agreement dated February 11, 1999
              by and between Winners Internet Network, Inc.

6.6+          Investor Relations Agreement, dated February 16, 1999, by and
              between DeMonte Associates and Registrant.

6.7+          Agreement dated February 19, 1999, by and between EC Net
              Manufacturing L.L.C. and Registrant.

6.8+          Sales Agreement dated March 10, 1999, by and between Domain Giant,
              Inc. and Registrant.

6.9+          Sales Agency Agreement, dated March 11, 1999, by and between
              Massiano de Milano and Registrant.

6.10+         Term Sheet, dated March 31, 1999, by and between Info Touch
              Technologies Corp. and Registrant.

6.11+         Attorney/Client Retainer Agreement dated April 2, 1999 by and
              between Madigan & Boyer and Registrant.

6.12+         Leasing Services Agreement, dated April 5, 1999, by and between
              Leasing Group, Inc. and Registrant.

6.13+         Development Agreement, dated April 7, 1999, by and between First
              Institutional Marketing, Inc. and Registrant.

6.14+         Game Site Production Licensing Term Sheet, dated April 27, 1999,
              by and between Total Entertainment Network and Registrant.

6.15+         Fee Agreement dated April 28, 1999 by and between Stradling Yocca
              Carlson & Rauth and Registrant.

6.16+         Sales Agency Agreement dated May 1, 1999, by and between Future
              Care Fabrics, Inc. and Registrant.
</TABLE>



                                      III-1
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No.                                Description
 ----------                                 -----------
<S>           <C>
6.17+         Wholesale Service Agreement dated May 8, 1999 by and between
              Starnet, Inc. and Registrant.

6.18+         Distributor Agreement dated May 15, 1999 by and between UPI and
              Registrant.

6.19+         Commercial Server License Agreement, dated May 15, 1999, by and
              between Communities.Com and Registrant.

6.20+         Sales Agency Agreement, dated May 26, 1999, by and between
              Shopping Planet and Registrant.

6.21+         Internet Web Site Agreement, dated May 28, 1999, by and between
              24/7 Media Inc. and Registrant.

6.22+         Advertising Agreement dated January 1, 2000 by and between
              Stockcom, Inc. and the Registrant.

6.23+         Electronic Commerce Services Agreement dated October 1, 1999 by
              and between Netgateway, Inc. and Registrant.

6.24+         Affiliate Agreement, dated October 27, 1999, by and between
              FindWhat.Com and Registrant.

6.25+         Form of Subscription Agreement.

6.26+         Form of Warrant.

6.27+         1999 Stock Incentive Plan.

6.28+         Form of Stock Option Agreement.

6.29+         Consulting Agreement dated April 27, 1998 by and between C. Jones
              & Company and Registrant.

6.30+         Consulting Agreement dated March 4, 1999, by and between Joseph
              Meredith and Registrant.

6.31+         Consulting Agreement dated March 4, 1999 by and between Bob
              Roberts and Registrant.

6.32+         Consulting Agreement dated March 4, 1999 by and between Renoir
              Trust and Registrant.

6.33+         Consulting Agreement dated March 11, 1999, by and between Janice
              Nichols and Registrant.

6.34+         Consulting Agreement dated March 11, 1999 by and between Future
              Holdings, Corp. and Registrant.

6.35+         Consulting Agreement, dated March 11, 1999, by and between Randy
              Waldman and Registrant.

6.36+         Consulting Agreement, dated March 11, 1999, by and between
              Patricia M. Carroll and Registrant.
</TABLE>


                                     III-2
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No.                                Description
 ----------                                 -----------
<S>           <C>
6.37+         Consulting Agreement, dated March 11, 1999, by and between Lewis
              Cohen & Company and Registrant.

6.38+         Consulting Agreement, dated March 11, 1999, by and between James
              Wrobel and Registrant.

6.39+         Consulting Agreement, dated March 11, 1999, by and between Jon
              Crandell and Registrant.

6.40+         Consulting Agreement, dated March 11, 1999, by and between Jeff
              Crandell and Registrant.

6.41+         Consulting Agreement, dated March 11, 1999, by and between Vic
              McCall and Registrant.

6.42+         Consulting Agreement, dated March 11, 1999, by and between Sherrie
              Carter and Registrant.

6.43+         Consulting Agreement, dated March 11, 1999, by and between
              Twitchell Corporation and Registrant.

6.44+         Consulting Agreement, dated March 12, 1999, by and between Dean S.
              Dumont and Registrant.

6.45+         Consulting Agreement, dated March 12, 1999, by and between Dean S.
              Dumont and Registrant.

6.46+         Consulting Agreement, dated March 26, 1999, by and between Eagle
              Holding Investments, Ltd. and Registrant.

6.47+         Consulting Agreement, dated March 26, 1999, by and between
              Mac-Group, Inc. and Registrant.

6.48+         Consulting Agreement, dated June 10, 1999, by and between Brian
              Wharton and the Registrant.

6.49+         Consulting Agreement, dated June 10, 1999, by and between Arash
              Aziz-Golshani and Registrant.

6.50+         Consulting Agreement, dated March 11, 1999, by and between Dean S.
              Dumont and Registrant.

6.51+         Consulting Agreement dated August 1, 1999 by and between James
              Carroll and Registrant.

6.52+         Employment Agreement dated March 11, 1999, by and between Jesse
              Cohen and Registrant.

6.53+         Employment Agreement dated May 1, 1999, by and between James
              Carroll and Registrant.

6.54+         Employment Agreement dated June 1, 1999, by and between Randall
              Waldman and Registrant.
</TABLE>

                                     III-3
<PAGE>


<TABLE>
<CAPTION>
 Exhibit No.                                Description
 ----------                                 -----------
<S>           <C>
6.55+         Service Contract dated January 1, 2000 by and between Stockton,
              Inc. and Registrant.

6.56+         Employment Agreement dated November 16, 1999 by and between
              Netgateway and Luis Marcelo Povolo.

6.57+         Stock Purchase Agreement dated March 11, 1999, by and between
              James F. Carroll and Registrant.

6.58+         Stock Purchase Agreement dated March 11, 1999, by and between
              Jesse Cohen and Registrant.

6.59+         Stock Purchase Agreement dated March 11, 1999 by and between
              Future Holding Corp. and Registrant.

6.60+         Stock Purchase Agreement dated March 11, 1999 by and between Dean
              Dumont and Registrant.

6.61+         Stock Purchase Agreement dated March 11, 1999 by and between Eagle
              Holdings Investments, Ltd. and Registrant.

6.62+         Stock Purchase Agreement dated March 11, 1999 by and between James
              J. Wrobel and Registrant.

6.63+         Stock Purchase Agreement dated March 11, 1999 by and between
              Mac-Group, Inc. and Registrant.

6.64+         Stock Purchase Agreement dated March 11, 1999 by and between
              Twitchell Corporation and Registrant.

6.65+         Stock Purchase Agreement dated June 1, 1999, by and between Randy
              Waldman and Registrant.

6.66+         Merchant Services Agreement, dated January 24, 2000 by and
              between Bay Micro Computers and Alta Vista Company.

6.67+         Dealer Agreement, dated September 2, 1999 by and between
              Digital River, Inc. and Registrant

6.68+         Software Assignment and Grant Back Limited License Agreement
              dated November 16, 1998 by and between Netgateway, Pinaman
              Corporation, Uninet Imaging, Inc., Luis Marcelo Povolo, Oswaldo
              Federico Povolo, Nestor Segeriti, and Alexis Faviona Quintana.

8.1+          Plan and Agreement of Merger, dated March 10, 1999 by and between
              iChargeit, Inc., a Nevada Corporation, and Registrant.

8.2+          Agreement and Plan of Merger, dated November 11, 1999 by and
              between iChargeit, Inc., a Delaware corporation, and Registrant,
              effecting a reincorporation of the Company from Texas to Delaware.

8.3+          Agreement and Plan of Merger, dated November 12, 1999 by and
              between BMC Acquisition Corp. and Bay Micro Computers, Inc.

12.1+         Subsidiaries of Registrant.

27.1+         Financial Data Schedule.

    +         Previously Filed.
</TABLE>



                                     III-4
<PAGE>

                                   SIGNATURES


         In accordance with Section 12 of the Securities and Exchange Act of
1934, the registrant has caused this Amendment No. 2 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                          iChargeit, Inc.


                                          By: /s/ Jesse Cohen
                                             ----------------------------------
                                          Name:  Jesse Cohen, President


April 19, 2000




                                     III-5

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 315,000 shares of ichargeit Common Stock.

      /s/ Jesse Cohen                                            11/1/99
- --------------------------------------------------------------------------------
Jesse Cohen                                                     Date

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 250,000 shares of ichargeit Common Stock. ichargeit Inc. will issue
250,000 Stock Options with an exercise price of $1.00.

      /s/ Randy Weldman                                            11/1/99
- --------------------------------------------------------------------------------
Randy Weldman                                                     Date

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 250,000 shares of ichargeit Common Stock. ichargeit Inc. will issue
250,000 Stock Options with an exercise price of $1.00.

      /s/ James F. Carroll                                      11/3/99
- --------------------------------------------------------------------------------
James F. Carroll                                                  Date

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 350,000 shares of ichargeit Common Stock. ichargeit Inc. will issue
350,000 Stock Options with an exercise price of $1.00.

      /s/ Dean Dumont                                           Nov 3, 99
- --------------------------------------------------------------------------------
Dean Dumont                                                      Date

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 110,000 shares of ichargeit Common Stock. ichargeit Inc. will issue
110,000 Stock Options with an exercise price of $1.00.

      /s/ [ILLEGIBLE], Pres.                                    11-4-99
- --------------------------------------------------------------------------------
Mac Group                                                         Date

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 160,000 shares of ichargeit Common Stock. ichargeit Inc. will issue
160,000 Stock Options with an exercise price of $1.00.

      /s/ [ILLEGIBLE]                                             11-3-99
- --------------------------------------------------------------------------------
Future Holding Inc.                                                  Date

<PAGE>

                                ICHARGEIT, INC.
                      300 Pacific Coast Highway, Suite 308
                           Huntington Beach, CA 92648
                                 (888) 815-4390


Jesse Cohen
CEO ichargeit Inc.
300 Pacific Coast Hwy - Suite 308
Huntington Beach, CA 92648

As per my verbal agreement with ichargeit Inc., I am surrendering for
cancellation 210,000 shares of ichargeit Common Stock. ichargeit Inc. will issue
210,000 Stock Options with an exercise price of $1.00.

/s/ Twitchell Corp. by Jimmy Carter its President                  11-4-99
- --------------------------------------------------------------------------------
Twitchell Corp.                                                     Date


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