GLENNAIRE FINANCIAL SERVICES INC, 8-K, 2000-05-18

GLENNAIRE FINANCIAL SERVICES INC
8-K, 2000-05-18
NON-OPERATING ESTABLISHMENTS

Previous: RIVIERA BLACK HAWK INC, 10-K/A, 2000-05-18

Next: NEW FOCUS INC, S-8, 2000-05-18

<PAGE> 1
FORM 8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Act of 1934

Date of Report (Date of earliest event reported) May 9, 2000

WINNERS INTERNET NETWORK, INC.
(Name of registrant in its charter)

<TABLE>
<S> <C> <C>
NEVADA 000-26665 91-1844567
(State of incorporation) (Commission (I. R. S. Employer Identification No.)
File Number)
</TABLE>

145 OVIEDO STREET
ST. AUGUSTINE, FLORIDA 32084

(Address and telephone number of principal executive offices
and principal place of business)

(904)824-7447
(Registrant's telephone number including area code)

GLENNAIRE FINANCIAL SERVICES, INC.
(Former name of registrant, if changed since last report)

3158 REDHILL AVE., SUITE 240
COSTA MESA, CALIFORNIA 92626
(Former address of registrant, if changed since last report)

<PAGE> 2

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934

References in this document to "us," "we," or "the Company" refer to Winners
Internet Network, Inc. and its subsidiary.

Safe Harbor Statement

This Form 8-K contains certain forward-looking statements. For this
purpose any statements contained in this Form 8-K that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as may, will, expect, believe, anticipate, estimate or
continue or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within our control. These factors include but
are not limited to economic conditions generally and in the industries in which
we may participate; competition within our chosen industry, including
competition from much larger competitors; technological advances and failure by
us to successfully develop business relationships.

Item 1. Changes in Control of Registrant.

We completed our acquisition of 100% of the issued and outstanding common shares
of Glennaire Financial Services, Inc., a private Utah public reporting company
(GFS), in exchange for approximately 10,000 shares of us. We plan to merge GFS
into us in the future. At the present time,GFS is a wholly-owned subsidiary.

INVESTMENT RISKS

LIMITED OPERATING HISTORY

We have recorded revenues and a profit for the fiscal year ended
December 31, 1999. However, we recorded losses for the past two fiscal years. An
investment in our stock is very risky. Potential investors should carefully
consider the factors discussed in this registration statement before purchasing
our common stock.

COMPETING TECHNOLOGICAL DEVELOPMENT

Internet industries are subject to rapid technological change and our
ability to successfully market our products, improve our products and to respond
effectively to new technological changes or new product announcements will
affect our results of operations. Other companies may develop new technology and
systems similar to ours which could materially affect our results in operation.

RELIANCE ON A THIRD PARTY MAINTAINED SYSTEM

We rely on the CyberLink Monetary System to complete the processing of
Internet transactions using our Winners Processing System. The CyberLink
Monetary System is a data processing center based in Vaduz, Liechtenstein and is
the entity that provides the link between the customer, merchant and banking
credit card authorization centers. Our Winners processing System software
interfaces with the CyberLink Monetary System data processing which is the link
between the credit card company and the issuing credit card banking institution.

<PAGE> 3

POTENTIAL REGULATION OF INTERNET GAMING

Internet gaming legislation is pending before the United States
Congress. Regulation could require us to modify our software and that of the CMS
Debit Card described below to accommodate regulatory restrictions. AS OF THE
DATE OF THIS FILING CONGRESS HAS FAILED TO MAKE A DEFINITIVE DECISION. We cannot
provide assurances that if regulations are imposed that we will be able to
modify our software to comply with such regulation or that such regulation would
not have an adverse effect on the market for our software in general by
curtailing Internet gaming.

UNPROVEN TECHNOLOGY AND SOFTWARE APPLICATIONS

We estimate that the time frame for the CMS Debit Card is on or about
the 4th quarter of 2000 through the 1st quarter of 2001.

We cannot assure that the CMS Debit Card will interface with our
customers or other vendors, nor that our CMS Debit Card can compete with debit
cards now available through other banks.

COMPETITION

We are in competition with companies such as Star Net and MPact Media
in regard to Internet gaming financial processing. These companies provide the
credit card processing similar to us. Our services are also expanded to
facilitate financial processing in multi-currencies including, but not limited
to, the British pound, the German marc, the Canadian dollar, the Australian
dollar, the Swiss franc, the French franc and the Dutch gilder. Our competitors
also perform a type of payout service which returns funds to customers via
credit cards and checks while our services are also expanded to facilitate
refunds to customers via credit cards and check disbursements in the customer's
currency where they reside. We currently have customers in 16 countries which
represent 8 different currencies. We are able to send payments to these
customers in their own currency where its competitors would have to send the
customers a check in U.S. dollars.

We have not been accepted by most Internet casinos as we serve only 17
websites. In this regard, we have refused to accept deposits from the player who
resides in an illegal jurisdiction. We consider an illegal jurisdiction to
include any state or country where there is a law which makes it illegal to
participate in on-line gaming. It is believed that this decision by our
management to prevent play from these jurisdictions is the reason that we serve
only 17 websites.

TRADEMARKS, LICENSE AND INTELLECTUAL PROPERTY

Our proprietary software is a material aspect of our business. We rely
upon a combination of licenses, confidentiality agreements and other contractual
covenants to establish and protect our technology and other intellectual
property rights. If we infringe on the intellectual property of another party we
could be forced to seek a license to those intellectual property rights of the
third party. If we are required to obtain a license to another party's
proprietary rights, that license could be expensive, if we could obtain it at
all. Although we do not believe that our intellectual property infringes on the
rights of any other party, third-parties may assert claims for infringement
which may be successful or require substantial resources to defend. In addition
our confidentiality agreements may not effectively prevent copying and
disclosure of our technology and may not provide us with an adequate remedy if
unauthorized disclosure occurs.

<PAGE> 4

DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

We were incorporated in the state of Washington on May 23, 1967 as
Empire Exploration, Inc. Empire Exploration was involved in the business of
purchasing and exploring mining properties but ceased such operations in 1992.
In July of 1988 Empire Exploration, Inc. changed its name to Comstock-Empire
International, Inc. (A "Comstock-Empire"). Winners Internet Network, Inc. was
incorporated in the state of Nevada on July 16, 1997. On July 21, 1997,
Comstock-Empire merged with Winners Internet for the sole purpose of changing
its domicile from Washington to Nevada. Winners Internet is a Nevada corporation
authorized to do business in the state of Florida and the countries of Austria
and Liechtenstein.

On July 31, 1997 Winners Internet acquired Davki Agency LTD, a Delaware
corporation (Davki Agency). Davki Agency was incorporated on June 16, 1997 and
held the license to the test prototype of proprietary software we currently use.
Pursuant to the terms of the acquisition Winners Internet issued 8,000,000
common shares for 100% of the 1,500 common shares of Davki Agency and Davki
Agency became a wholly owned subsidiary of Winners Internet. Davki Agency was
later dissolved in December of 1997.

We develop and own proprietary software and technology which processes
financial transactions for Internet commerce. Initially the software and
processing system was used exclusively for processing credit cards for payment
to Internet on-line licensed casinos. The system was also used to provide
accounting and transaction history for the on-line casino tracking all deposits
and payments from and to the casino customer. The system was also used to
provide players with full tracking of all deposits and transfers to casinos for
play. In addition, the system was interfaced with banks for payment to players
for withdrawal from their accounts or payments for winnings. The system was
developed to handle all type of internet transactions to connect the customer to
the merchant, handle the processing of payments for goods or services, provide
an accounting to the merchant and the customer, and process customer requests
for transfer to merchants or repayment for refunds at the request of the
merchant or customer. In specific reference to Internet casino play, the
software was able to identify the jurisdiction that the transaction began to
prevent illegal jurisdictions from having access to the Internet gaming sites
for play. The advantage to the customer in use of the system was that all
transactions required a second tier for approval requiring password entry in an
attempt to prevent fraud. The system was linked to established banking
structures in Europe including LGT Bank in Liechtenstein and BTV Bank in
Austria, both of which were used for processing the transaction via credit card
authorization centers.

Our administrative offices are located in St. Augustine, Florida
which manages the overall operations, including licensing agreements, corporate
accounting and communications with the public. Our operations center is located
in located in Ruggell, Liechtenstein which maintains, monitors and manages our
processing, technical operations and merchant and customer accounting records.
The European Division programs software, creates upgrades as needed, monitors
our bank processing, and prepares graphics for our web site and for other
publications. Our multi-lingual programmers monitor the functions performed by
this division. We have recently begun processing e-commerce transactions in the
first quarter of 2000 in order to expand the available market. These new markets
are located in Europe where the greatest emphasis for growth is being placed by
us.

In the first quarter of 2000, we completed negotiations and acquired a
19% interest in the Internet Service Provider in Liechtenstein. SupraNet AG has
been in existence since 1995 and is a very successful provider with offices in
Ruggell, Liechtenstein. SupraNet has provided us with the ability to house our
servers for immediate access to the Internet Hub by providing a direct
connection to the world wide web. The expansion capabilities with this location
and ownership has enabled us to be able to offer hosting of web sites coupled
with processing availability with the Winners System. This has also enabled us
to be able to look forward to the e-commerce expansion that we are seeking.

<PAGE> 5

The following describes the typical transaction which would be the same
for any type of e-commerce. Software can be modified to accommodate all
transaction processing that wishes to offer their goods and services via the
Internet:

After the customer has gone to a site that is processed by us, the
customer would select a method of payment for goods or services. In the case of
both gaming or e-commerce the credit cards accepted or other method of payment
such as Western Union will be shown on the site. Once a payment request is made
by the customer, the customer's transaction will immediately be sent via
Internet with encrypted transmission to the processing center in Ruggell,
Liechtenstein. The processing software simultaneously submits through the
CyberLink Monetary System the card for approval via the credit card
authorization company. CyberLink Monetary System has the existing accounts with
all of the payment options that are utilized by us. CyberLink will be discussed
in detail later in this filing. Upon approval of the transactions by a credit
card company issuing bank, the merchant and customer are simultaneously notified
of the approval and the customer receives confirmation that the order has been
paid. This format is standard whether the transaction for Internet gaming or
e-commerce processing.

The software provides the merchant with a complete accounting of all
transactions which the merchant can access at any time in addition to receiving
a monthly statement of all changes that have been credited to the respective
accounts. The software provides a complete accounting reconciliation to the
merchant in the form of a bank type statement reflecting all income to the
merchant and disbursement of monies. Similarly for the customer, the customer
has a complete account of all transactions including date, amount, merchant and
a historical accounting summary for personal reconciliation and verification
purposes.

The payment function to a customer in connection with Internet gaming
allows a customer to request a payment from the merchant from the Internet
casino which is then simultaneously transmitted to our processing division for
payment request. The processing division verifies the account balance and issues
instructions via the CyberLink Monetary System which handles the disbursements
to the Internet casino customers. A complete accounting reconciliation for these
payments is available to both the merchant and the customer for verification and
reconciliation purposes. Our processing system provides a complete transaction
and tracking analysis which reconciles the merchant, the customer and the
issuing bank for payment which are balanced simultaneously with each
transaction.

We receive a 5.5% fee of the amount of the transaction to the merchant.
In addition, if a payment is requested through the Winners System a $5.00 fee is
charged for returning funds back to a credit card, a $24.00 fee for an
international bank draft check and a $24.00 fee for an international bank wire.
All processing fees are based on a per transaction computation. Fees for both
Internet e-commerce and Internet gaming are based upon licensee agreements which
list the fees for each transaction.

Winners Secure Online Financial Processing System (A Winners Processing
System).

CyberLink Monetary System (CMS) is a Liechtenstein Company, managed by
the Directors of the Intertreuhand Trust, for the beneficial interest of those
of our clients for whom we handle financial transaction processing. This
structure insures our financial processing clients that their funds are secure,
separate, and managed by a licensed trust company. Bank accounts are maintained
in the name of CMS on behalf of clients under the trust, and are subject to the
full fiduciary and financial privacy laws of Liechtenstein. CMS provides the
facility for us to offer financial transaction processing to our clients within
a secure and protected financial structure.

We are the exclusive beneficiary of CMS and are provided protection
under Intertreuhand Aktiengesellschaft, an Asset Management Trust that has been
licensed by the Government of Liechtenstein since 1954. CMS is managed by
Intertreuhand Aktiengesellschaft, which has DDr. Reinhard Proksch serving

<PAGE> 6

as Managing Director. DDr. Proksch, a Fulbright Scholar, holds dual doctorates
in law and information systems and was admitted to practice law in New York
State.

We rely on CMS to complete the processing of Internet transactions
using the Winners Processing System. CMS is a data processing center based in
Vaduz, Liechtenstein and is the entity that provides the link between customers,
products and services and licensed banking. In July 1998, CMS agreed to
exclusively license us as the sole provider of Internet gaming for its data
processing operations. The Winners Processing System interfaces with CMS' data
processing and the financial transactions processed by CMS are then interfaced
with the bank accounts managed by CMS.

In addition to the e-commerce aspects of its financial transaction
processing systems, we are developing an integrated e-commerce initiative of our
own, the "-Plus Network". In this regard, we acquired 19% interest in the
Internet Service Provider, SupraNet, AG., in Liechtenstein. This acquisition has
enabled us and SupraNet to offer expanded services to allow Internet Merchants
to house their servers in the facility occupied jointly by SupraNet, AG and us
to be able to provide internet hosting of the site and credit card processing
ability with the Winners Internet software. The "-Plus Network" is an e-commerce
platform consisting of numerous cross-marketed sites under the three main
categories of finance, products, and entertainment. We own a broad cross section
of URLs ending in the suffix "-Plus", such as www.Banks-Plus.com , www.Loans-
Plus.com and the like. With the scarcity of reasonable URL's available, the
"-Plus" suffix provides both an easy to remember and easy to communicate web
address for many common financial and product offerings, and also permits the
building of a family identity among the sites. We plan to develop some of the
sites ourself, joint venture others, and refer the remainder to carefully
selected and screened outside providers. We intend to monitor the sites and
provide a central problem resolution facility, which will build a high level of
customer confidence in the "-Plus" family of sites.

We are also using our solutions to create an integrated "Internet
Financial Platform" which allows consumers to engage in all manner of financial
transactions on the web - from e-shopping, to banking, to trading of stocks,
bonds and mutual funds - with complete security, accountability, tracking,
privacy and peace of mind. By combining our proprietary technology and systems
with strategic partnerships with major financial players in Europe and the U.S.,
we are rapidly working to implement this vision. In this regard we completed the
lease of our "Processing In Software for Banking" to Intertreuhand, a
Liechtenstein Asset Management Trust Company, for the initial payment of Three
Million USD.

We are now actively engaged in expanding the scope of our business
operations to embrace the enormous potential of the e-commerce marketplace. As a
result of the lease of the Processing Software to Intertreuhand, We recently
signed a contract with Winner Market AG, a Swiss e-commerce group, owned by TA
Media AG, one of the most successful media enterprise in Switzerland with daily
newspapers, magazines, radio and TV stations and more than $400 million in
annual revenues. They have chosen Winners Internet's services for its e-commerce
transactions for its group of e-commerce sites, including an Internet job
marketplace, Swiss real estate marketplace, Swiss vehicle marketplace and a
Swiss auction house. We receive a share of revenue on a percentage basis per
processed transaction.

Through our proprietary e-commerce system, we will process all
classified advertising placement over the Internet, and are facilitating the
company's expansion into online magazine subscriptions and other product lines.
This processing technique offers a seamless system interconnecting the customer,
merchant and banking institution with approval and financial transaction
accounting.

CyberLink Monetary System

We rely on the CyberLink Monetary System to complete the processing of
Internet transactions using our Winners Processing System. The CyberLink
Monetary System is based in Vaduz, Liechtenstein and is the entity that provides
the link between customers, products and services and licensed banking. The

<PAGE> 7

CyberLink Monetary System is managed by Intertreuhand Aktiengesellschaft.
Intertreuhand Aktiengesellschaft is an Asset Management Trust licensed by the
Government of Liechtenstein since 1954. Intertreuhand Aktiengesellschaft
maintains bank accounts in the name of CMS for the benefit of our clients. The
Managing Director of Intertreuhand Aktiengesellschaft is DDr. Reinhard Proksch.
DDr. Proksch, a Fulbright Scholar, holds dual doctorates in law and information
systems and is one of our directors.

We became a member of the CyberLink Monetary System in July 1998 when
CyberLink Monetary Systems agreed to exclusively license us as the sole provider
of Internet gaming for its data processing operations. Our Winners Processing
System interfaces with the CyberLink Monetary System's data processing and the
financial transactions processed by the CyberLink Monetary System are then
interfaced with the bank accounts managed by the CyberLink Monetary System for
our clients.

PRODUCT DEVELOPMENT

Currently, our percentage of gaming business operations derived from
U.S. customers is approximately 85%. The U.S. legislation concerning on-line
gaming may have a material impact on its operations. This legislation is set to
make all forms of Internet gambling illegal for U.S. citizens. If this
legislation is passed it will have an impact on our operations since 85% of our
gaming revenues would be eliminated. This potential loss of revenue is in regard
to our gaming operations only. We also provide financial processing for e-
commerce companies unrelated to gaming which would not be affected should
legislation occur.

In July of 1998 CyberLink Monetary System began the development of the
CMS Debit Card. We anticipate that CyberLink Monetary System will provide the
CMS Debit Card for use in our Gaming System and other e-commerce operations.
This card will function like other bank cards, allowing the user to conduct
financial transactions on the Internet. We anticipate that it will provide a
means for complete accounting of all transactions for either our Internet gaming
or other e-commerce transactions. We anticipate that the CMS Debit Card will
provide recognition of parity of the Eurodollar and all foreign currencies for
Internet commerce. However, CyberLink Monetary System has delayed the launching
of the CMS Debit Card pending Internet gaming legislation before the United
States Congress and for other technical reasons. It is not known for certain if
this card will ever be implemented. Any regulation changes would require the CMS
Debit Card to be redesigned with the necessary restrictions on transactions
programmed into the system or the card. AS OF THE DATE OF THIS FILING CONGRESS
HAS FAILED TO MAKE A DEFINITIVE DECISION.

DISTRIBUTION

We market our services and products through software licensing
agreements with distributors and casinos and sportbooks. We currently have five
software license agreements and two distributor agreements. Our license
agreement allows the licensee the non-exclusive right to process data by using
our software and, to load, use, and copy our software. The license may allow
single or multiple processor, single or multiple site, or a national license
which is a licensed domicile. The licensing agreement requires that the licensee
not have a criminal record, that the software be regarded as secret and
confidential and shall remain in the licensee's effective control. The licensee
is required to sign a confidentiality agreement as well.

We have entered into Software Licensing Agreements with the following
companies: Maintain, Inc./March 2000, A&W Ltd./July 99, Corporacion
CentroAmerica El Tesora Sociedad Anonima February 2000, WorldLink International
N.V./October 1999 and Winner Market AG/February 2000.

These agreements may be terminated for failure to perform consistent
with its provisions, bankruptcy by the licensee or if the licensee conducts
business in an illegal territory. Principal terms of the Agreements include a
one-time license fee of $50,000. There is a yearly renewal fee for a license at
$20,000 for

<PAGE> 8

maintenance of the license which includes all upgrades and/or new versions of
our software to meet industry technical and graphic advances. All processing
fees are based on a per transaction computation. Fees for both Internet
e-commerce and Internet gaming are based upon licensee agreements which list the
fees for each transaction. We receive a range between a fee of 5.5% and 7% of
the amount of the transaction to the merchant. In addition, if a payment is
requested through the Winners System a $5.00 fee is charged for returning funds
back to a credit card, a $24.00 fee for an international bank draft check and a
$24.00 fee for an international bank wire.

We currently have two software distributor agreements. Principal terms
of the Agreements include granting the distributor the right to distribute the
Gaming System in a specific territory. We must approve all licenses and the
distributor agrees to promote our product and our good reputation. The
distributor is not our agent and the license cannot be assigned. The commission
structure is 25% of the paid and collected licensing fees and net processing
fees.

We currently have two distributors who own the territorial marketing
rights for our software license in Australia and New Zealand and one for the
Caribbean. In December of 1998 Vaudeville Holding, Inc. became a licensed
distributor with the rights to sell the Gaming System in the assigned territory
of the Caribbean meaning, but not limited to, Antigua-Barbuda, Aruba, the
Bahamas, Belize, Costa Rica, Dominica, Dominican Republic, Granada and St.
Kitts. Vaudeville Holdings began its second year of on-line processing with us
and currently manages seven gaming web sites. In December of 1998 we entered
into a software distributor's licensing agreement with Kenneth Hense, granting
Mr. Hense the exclusive right to sell the Gaming System in the countries of
Australia and New Zealand. Neither Vaudeville Holding nor Kenneth Hense have
sold licenses in 1999.

COMPETITION

We are in competition with companies such as Star Net and MPact Media
in regard to Internet gaming financial processing. These companies provide the
credit card processing similar to ours.

TRADEMARKS, LICENSE AND INTELLECTUAL PROPERTY

Our ability to compete effectively will depend in part on our ability
to maintain the proprietary nature of our technology through a combination of
exclusive licensing and the aggressive continued development of our products.
Competition in the Internet market is intense and there can be no assurance that
our competitors will not independently develop or obtain patents or technologies
that are substantially equivalent or superior to our technology.

GOVERNMENT REGULATIONS

Changes in government regulations toward Internet gaming could affect
our operations concerning our Internet gaming processing. United States citizens
in certain state jurisdictions, as well as those in many other countries, are
barred from Internet gaming. We currently do not process transactions for any
state or

<PAGE> 9

territory where gaming is illegal for its citizens. Should those offshore
governments that now allow Internet gaming negatively alter their regulations
toward the industry, the market for new customers would be greatly reduced and
could severely change our revenue projections, growth, and operations. We are
monitoring developments in legislation throughout the world and will adhere to
all legislative decisions or regulations in this regard. Until we are able to
entirely shift processing to non-gaming related activity this would have a
serious impact on our processing and license revenue if gaming were to be
curtailed in the US Market. Our system will immediately terminate gaming from
any illegal jurisdiction. Presently we do not accept any gaming activity from
any state or jurisdiction which forbids Internet gaming whether by law. Winners
Internet currently does not accept any gaming activity from customers in the
U.S. jurisdictions of Florida, Kansas, Louisiana, Missouri, Nevada and Utah, and
the overseas jurisdictions of Austria and Japan. There are currently no laws
which prohibit e-commerce processing in the U.S. or Liechtenstein.

EMPLOYEES

We currently have sixteen (16) full time employees and two (2)
part-time employees. The Administration Division includes four employees and one
part time employee which are located in St. Augustine, Florida. Ten employees
and one (1) part-time employee are employed in the European Division and are
located in Ruggell, Liechtenstein. We believe we have good relations with our
employees and none are covered by any collective bargaining agreement. We
anticipate employing two (2) additional employees for the Technical Division
within the next fiscal quarter.

MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

We have been utilizing our processing software primarily for processing
Internet gaming transactions with limited processing of e-commerce business. In
view of pending legislation in the US which will severally limit or outlaw
Internet gaming for US Citizens, the focus of management is toward the
implementation and marketing of e-commerce non-gaming related activity. In this
regard, the recent acquisition of a percentage ownership of the Internet Service
Provider in Liechtenstein, SupraNet AG, allows us to expand our e-commerce
presence by hosting e-commerce sites. In addition, we acquired the rights to the
- -Plus Network offering in excess of 100 separate Website domains for future
processing under the Plus Network. We also recently completed the exclusive
lease of our processing software for processing of banking related transactions
to CyberLink Monetary System in order to expand our scope of financial
processing to other related markets including the most recent signing of a
contract with a subsidiary of one of the largest media groups in Switzerland, TA
Media. Further, we expanded our board of directors to include leaders in
computer software development and management including a MIT graduate and holder
of five patents related to internet networks and security, the CEO of a
successful Internet Service Provider in Europe, a scholar with a doctorate in
information systems, and the former Prime Minister and Minister of Finance in
Liechtenstein. It is our goal to expand our operations to include transaction
processing for e-commerce in both merchant and financial markets. We currently
have added 5 e-commerce sites under the TA Media contract in the past month with
the expectations of this increasing at a very rapid rate. The current website is
being designed to accommodate new direction by us regarding Internet e-commerce
processing. It is expected new sites will be operational during the 2nd quarter
of 2000.

Revenue is recognized when earned on the accrual basis and total
revenues consist of license fees, maintenance renewal fees, and processing
transaction fees. We recorded net losses for the two years end 1997 and 1998;
and a net profit for the last calendar year ending December 31, 1999.

<PAGE> 10

During the years 1997 and 1998 our programmers were performing
consulting services to our first vendor in helping them develop their Internet
gaming software. We recognized revenues as the consulting services were
performed based upon direct labor hours incurred. We no longer provided
consulting services after December 31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception we have financed our operations primarily through
private placements of equity securities. During fiscal years 1997 and 1998 we
established our operations and in December of 1998 we granted our first licenses
to customers and distributors, but we failed to generate revenues until January
of 1999. Management believes that the ratio of expenses to revenues will remain
relatively constant now that licensing agreements are in place. However, each
licensee has the option to not renew the license after a term of one year. If
several licensees opt to not renew we could experience a decrease in our
revenues.

During the fiscal year ended December 31, 1999 we have experienced
increased revenues as a result of processing and licensing fees. As of December
31, 1999 cash reserves totaled $1,866 with total current assets of $581,873. 94%
of the total current assets are represented by accounts receivable. We posted
operating losses during fiscal years 1998 and 1997, but we have posted a net
income of $5,067 for the December 31, 1999 fiscal year end. Our total current
liabilities were $176,107 as of December 31, 1999 with $173,796 representing
accounts payable, which are funds in our possession being processed and which
will subsequently be disbursed to vendors, less any processing fees. Our
principal commitments as of December 31, 1999 are $2,683 per month for office
leases.

A summary of our audited balance sheets for the years ended December
31, 1999 and 1998 and our balance sheet for the fiscal year ended December 31,
1999 are as follows:

<TABLE>
<CAPTION>
Years Ended December 31
1999 1998
---------- ----------
<S> <C> <C>
Cash/Cash Equivalents $ 1,866 $ 28,857
Current Assets 581,873 28,857

Total Assets 1,131,013 204,272

Total Current Liabilities 176,107 13,621

Total Stockholders' Equity 945,718 190,651

Total Liabilities & Stockholder Equity 1,131,013 204,272
</TABLE>

We have relied on equity transactions for funding of our business
operations. During fiscal year 1997 we sold 2,539,912 common shares for
$112,700. During fiscal year 1998 we sold an aggregate of 2,435,000 common
shares for $919,750. During the fiscal year ended December 31, 1999 and through
the first quarter of 2000 we sold an aggregate of 572,359 common shares for
$1,042,500. We have also issued common shares in exchange for services rendered
to us by third-parties. We issued an aggregate of 1,521,358 common shares during
1998 for payments for our software and for computer equipment. During 1999 and
through the first quarter of 2000 we issued 1,932,500 shares for services of
which 1,700,000 were issued for public relations and marketing services. We also
issued 120,000 shares in connection with the acquisition of a 19% interest in
SupraNet AG and 2,045,284 the Plus Network Platform acquisition and other
technology, services, and computer equipment from Intertreuhand
Aktiengesellschaft.

<PAGE> 11

We have made a transition to the e-commerce market with our existing
structure. However, in order to fully expand worldwide into the e-commerce
marketplace we anticipate that we will need up to $3,000,000 in order to
continue our growth in this area. We expect that we will need additional
programmers, staff and technical support. Management will evaluate our needs as
we expand into this new area of operations and we may need to form new alliances
with other Internet companies before we realize an expansion into the e-
commerce market.

We anticipate the need for additional funds and we are currently
evaluating the availability of external financing. However, we can not assure
that funds will be available from any source, or, if available, that we will be
able to obtain the funds on terms agreeable to us. Also, the acquisition of
funding through the issuance of debt could result in a substantial portion of
our cash flows from operations being dedicated to the payment of principal and
interest on the indebtedness, and could render us more vulnerable to competitive
and economic downturns.

Any future securities offerings will be effected in compliance with
applicable exemptions under federal and state laws. The purchasers and manner of
issuance will be determined according to exemptions available to us. At this
time we expect to offer securities to raise additional funds, however, we have
not determined the type of offering or the type or number of securities which we
will offer. We have no plans to make a public offering of our common stock at
this time. We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value per share of their common
stock.

RESULTS OF OPERATIONS

The following table summarizes the results of our operations for the
fiscal years ended December 31, 1999 and 1998.

<TABLE>
<CAPTION>
Years Ended December 31
1999 1998
--------- ---------
<S> <C> <C>
Revenues $ 822,673 $ 2,168

Total Operating Expense 817,606 842,728

Net Profit (loss) 5,067 (840,560)
</TABLE>

1997 to 1998

Revenues for the fiscal year ended December 31, 1998 were $2,168, which
represented a decrease from the $8,604 recorded for the fiscal year ended
December 31, 1997. These revenues were received from consulting services
provided to one of our licensees starting in 1997, and the bulk of the
consulting services were provided in 1997.

Operating expenses for the fiscal year 1998 were $842,728 which
represented an increase from the $111,918 recorded for the fiscal year 1997.
This increase is reflective of the expansion of our operations, including
increased office and equipment expenditures, hiring of additional employees,
expenses associated with Internet use, increased travel costs, increased
expenditures for marketing and advertising, as well as costs of our financing
activities.

<PAGE> 12

During fiscal year 1997 our operating activities provided $187,300
whereas in fiscal year 1998 our operating activities used $1,091,968 because of
our expansion into Europe. We eliminated a payable to Global Gaming Link
Systems, LTD for the software test prototype which resulted in our investing
activities providing $300,000 in fiscal year 1997, compared to $94,335 used for
investing activities in fiscal year 1998. For fiscal year 1997 our financing
activities provided $18,893 from the sale of our common stock compared to
$1,026,473 for fiscal year 1998.

1998 Compared 1999

Our results of operation for the fiscal year ended December 31, 1999
represents operations conducted in our European processing and licensing
operations. Revenues during fiscal year ended December 31, 1999 totaled $822,673
with $422,673 generated from our European processing operations and the
remaining $400,000 coming from license income generated in the Unites States.

Total operating expenses for the fiscal year ended December 31, 1999
were $817,606 which were 99.4% of the total revenues, compared to $842,728 in
operating expenses in the fiscal year ended December 31, 1998 which were
approximately 400% of revenues. Operating expenses in the fiscal year ended
December 31, 1998 reflected start-up costs of our operations, including
marketing expenses posted at $50,000, wages at $233,859, travel at $110,630 and
$179,750 in commissions from our financing activities.

Expenses in the fiscal year ended December 31, 1999 were reflective of
continuing operations. Wages, and Consulting Fees were the largest line items
for the fiscal year ended December 31, 1999 with $107,547 and $450,000,
respectively. The expenses for operations in the United States were primarily
from administrative expense items such as payroll, professional and legal fees,
taxes, etc. In comparison the European expenses were attributed to labor,
consulting fees, office expenses, travel and bank charges.

Net cash used by our operating activities was $303,458 for the fiscal
year ended December 31, 1999 compared to $1,091,968 provided by our operations
for the fiscal year ended December 31, 1998. Net cash provided by investing
activities was $94,335 for fiscal year ended December 31, 1998 compared to
capital expenditures of $441,238 used from investing activities during the
fiscal year ended December 31, 1999. Sales of our common stock provided
$1,026,473 for the fiscal year ended December 31, 1998, compared to $748,800 for
the fiscal year ended December 31, 1999.

DESCRIPTION OF PROPERTIES

Our principal business office in the United States is located in St.
Augustine, Florida. We lease 2,106 square feet of office space in an individual
unit. We have a three year lease which expires March 30, 2001 and management
believes this facility is adequate for our anticipated growth in the United
States. We pay $1,683 per month for this lease, and the agreement does not
provide for termination, other than by a court process. The administrative
office located in St. Augustine, Florida manages our overall operations,
including licensing agreements, corporate accounting and communications with the
public.

In August of 1999 we leased the top floor of a three story building
located in Ruggell, Liechtenstein, which is approximately 10,000 square feet and
houses our technical operations. This facility has state-of-the-art security
and is made of concrete construction and will allow for limited future
expansion, if needed. The lease has a monthly rent of $1,000 and is a
month-to-month open-end lease for a term of one year. The rent will not change
for a twelve month period from the date of said lease and thereafter will be
reviewed for a potential cost-of-living increase anticipated to be between 5-8%.
Our European office maintains, monitors and

<PAGE> 13
manages our technical operations and accounting records. The European office
programs software, creates upgrades as needed, monitors our bank processing, and
prepares graphics for our web site and for other publications. Our multi-lingual
programmers monitor the functions performed by this division.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our
outstanding common stock of; (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
executive officers, (iii) each of our director's and (iv) all executive officers
and directors as a group. Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with
respect to securities. Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficial ownership of those shares. The
percentage of beneficial ownership is based on 19,612,889 shares of common stock
outstanding as of April 17, 2000 and 466,657 shares subject to options granted
to Management.

CERTAIN BENEFICIAL OWNERS

<TABLE>
<CAPTION>
Name and Address of
Beneficial Owners Number of Shares Percentage of Class
- ------------------------------------ ---------------- -------------------
<S> <C> <C>
Intertreuhand Aktiengesellschaft 1,895,284 9.5%
9494 Schaan
Fuerstentum, Liechtenstein

David Skinner, Sr. 1,510,000 7.5%
126 Staghorn Hollow
Beech Mountain, North Carolina 28604
</TABLE>

<PAGE> 14

MANAGEMENT

<TABLE>
<CAPTION>
Name and Address of
Beneficial Owners Number of Shares Percentage of Class
- ----------------------------------------------- ---------------- -------------------
<S> <C> <C>
Dr. Reinhard Proksch (1) 1,895,284 9.5%
9494 Schaan
Fuerstentum, Liechtenstein

David Skinner, Jr. (2) 1,288,750 6.4%
145 Oviedo Street
St. Augustine, Florida 32084

Charles E. Scott (3) 956,000 4.8%
145 Oviedo Street
St. Augustine, Florida 32084

Douglas Morgan (4) 610,000 3.0%
4790 Caughlin Pkwy #102
Reno, Nevada 89509

Ronald Oehri (5) 140,000 *
Schlattstrasse 215 FL-9491
Ruggell, Liechtenstein

Markus Buechel 10,000 *
Land Street 153
Ruggell, Liechtenstein

All executive officers and directors as a group 4,900,034 23.7%
(six persons) (1)(2)(3)(4)(5)
* Less than 1%
</TABLE>

(1) Includes the shares held by Intertreuhand Aktiengesellschaft, of which Dr.
Proksch is the Managing Director.
(2) Includes options to acquire 78,750 shares.
(3) Includes options to acquire 40,000 shares.
(4) Includes options to acquire 300,000 shares.
(5) Includes options to acquire 10,000 shares.

As of May 9, 2000, we had a total of 20,684,339 shares issued and outstanding
and total stock options of 677,907.

<PAGE> 15

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors, executive officers and key employees and their
respective ages and positions are set forth below. Biographical information for
each of those persons is also presented below. Our bylaws require three (3)
directors and our executive officers are appointed by our Board of Directors and
serve at its discretion.

DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
Name Age Position Held
- ---- --- -------------
<S> <C> <C>
David C. Skinner, Jr. 31 President, CEO, CFO-Treasurer, Director

Charles E. Scott 33 Vice President, Chief Technical Officer

Ronald Oehri 40 Director, Secretary

Markus Buechel 41 Director

Douglas Morgan 47 Director

Dr. Reinhold Proksch 38 Director
</TABLE>

DAVID C. SKINNER, JR. Mr. Skinner was appointed Chairman of the Board,
President and Treasurer on June 1, 1997. In July of 1999 he was re-elected
President, Chief Executive Officer and Chief Financial Officer. From January
1995 he managed Skinner, Varney & Associates, a tax and business consulting
firm. In 1996, Mr. Skinner was affiliated with Grand Holiday Casino of Aruba,
where he managed the payout structure for an international sportsbook. From 1995
to 1997 he was employed by Enterprise Distributors, Inc., who made video gaming
devices. In 1996 he served as a President of Caribbean Palace, Inc. (Club
Casablanca) of Myrtle Beach, South Carolina.

CHARLES E. SCOTT. Mr. Scott was appointed Vice President Technical on
June 1, 1997. He was elected Vice President and appointed Chief Technical
Officer in July of 1999. From 1995 to 1997, he was employed by Skinner, Varney &
Associates as an office administrator. From 1996 to 1998 he was employed by
Telephone Information System Services in Curacao where he designed and
implemented secure Internet and intranet access to multiple sportsbooks. He
received a bachelors degree in computer information systems from Florida State
University.

RONALD OEHRI. Mr. Oehri was appointed as a Director in July of 1999 and
Secretary in March of 2000. From January 1, 1999 to the present he has been the
C.E.O. of Quality Net AG which provides Internet marketing. Since September 1997
he has been the C.E.O. of SupraNet AG which is an Internet service provider.
Beginning in December 1984 through the present he has been the C.E.O. of Koro
AG, a trading company.

MARKUS BUECHEL The Honorable Markus Buechel was appointed as a Director
in February 2000. He began his career in 1981 by studying law at the University
of Berne in Switzerland and the University of Munich in Germany. After a few
years of legal practice with two of Liechtenstein's leading law firms, he was
asked by the Liechtenstein Government in 1989 to represent the country in its
European Union negotiations with the primary responsibility in financial
services. Following his successful negotiation of the

<PAGE> 16

European Union in 1992, Buechel was elected to the Liechtenstein Government as
Minister of Finance in 1999 and subsequently as the country's Minister of
Foreign Affairs in 1992. He was then voted Prime Minister of the Principality of
Liechtenstein in a general election during 1993. Since Buechel's retirement from
public office, he is active as a board member of a management consulting firm
and two European telecommunication companies. Buechel's distinguished career in
the public sector also resulted in the Prince of Liechtenstein awarding him the
country's highest honor for his services to the nation.

DDR. REINHARD PROKSCH DDr. Proksch was appointed as a Director in March
2000. He holds double doctorates in Information Systems and in Philosophy from
Vienna and Salzburg Universities and is a Fulbright Scholar. While at Salzburg,
where he also served as Associate Professor of Media and Communication Law, he
was awarded in 1986 the highest academic honor in Austria - personally bestowed
by the president of Austria. He subsequently earned an LL.M. in 1988 in Business
and Tax and is admitted as an Attorney and Counselor at Law in New York state.
DDr. Proksch served as Professor and Director of the Institute on Comparative
Telecommunications Law at Edinburgh University, Scotland and as a Faculty Member
of the McGeorge School of Law in Sacramento, California. He was an Attorney and
Telecom Counsel with Hall Dickler & Co., a New York and LA law firm through
1990. From 1990-1994, he served as Director and Corporate Counsel with
Liechtenstein-based trust company subsidiaries of leading Swiss and
International Banks, including Barclays and Union Bank of Switzerland. Since
1994 he has been engaged in private practice in the areas of Telecom, Tax,
Finance, and Media and served as a Director of Intertreuhand - one of the oldest
asset management trust companies in Liechtenstein and founder of the European
Economic Institute. He is the author of numerous publications and articles on
Tax, Telecom and Media issues, frequently travels as an international lecturer,
and serves on the Boards of several local and European Media and Telecom
companies.

DOUGLAS MORGAN Mr. Morgan was appointed as a Director in February 2000.
He is a magna cum laude graduate from both Massachusetts Institute of Technology
with a Bachelors Degree and Stanford University with a Masters Degree, both in
Computer Science and Electrical Engineering. Mr. Morgan was also a National
Science Foundation Fellow. He has over 25 years of experience in the computer
and hi-tech industry with an early background in programming, design, and
project management with companies such as Computer Sciences Corporation, Hughes,
NCR, and Hewlett Packard. He founded and served from 1981 to 1984 as President
of DynaMicro, Inc., a software and computer game development company known for
its development of the national best selling game Dungeons of Daggorath. Mr.
Morgan also served as Chairman of Unified Technologies, Inc., a
hardware/software development company from 1981 to 1985, when the company merged
with Hirsch Electronics Corp., one of its clients. He served as Vice-President
of Engineering for Hirsch, a successful privately-held networked security system
developer and manufacturer, from 1985 to 1989. From 1989-1994, he served as
President and Chairman of Stratos Scientific Corp., a technical consulting firm,
and from 1995 to 1997, he served as the Chairman of Visual Technologies, Inc., a
multi-media development company. From 1995 to the present he has served as
President and CEO of Performance Strategies, Inc., an international consulting
firm serving the hi-tech and related industries and providing high- level
assistance in strategic planning, corporate communications, business model and
financial development, network and Internet strategies, and web-site
development. He is the holder of 5 U.S. Patents relating to networking, security
and computer systems design.

<PAGE> 17

EXECUTIVE COMPENSATION

The following table shows compensation of our executive officers for
our fiscal years ended 1998 and 1999

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation
----------------------------
Fiscal Restricted Stock or
Name and Principal Position Year Salary ($) Bonus Other(1) Options Granted
--------------------------- ---- ---------- ----- -------- -------------------
<S> <C> <C> <C> <C> <C>
David Skinner Jr. 1999 $78,323 $0 0 66,250 (2)
President, C.E.O. 1998 $79,914 $0 44,520 (3)

Charles E. Scott 1998 50,900 0 0 35,000 (2)
Vice President, Chief Technical Officer
</TABLE>

(1) No other form of compensation has been paid or accrued.
(2) Options granted as of December 31, 1999 which are 5 year
options exercisable at $0.50 per share.
(3) The Company owns a 1998 Ford Explorer vehicle which has been
purchased for corporate use by the President/CEO, Mr. Skinner.

(b) Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------
Number of Securities
Underlying
Options/SARs Granted % of Total Options/SARs Granted to Exercise or Base Expiration
Name (#) Employees in Fiscal Year Price ($/Sh) Date
---- -------------------- ---------------------------------- ---------------- ----------
<S> <C> <C> <C> <C>
David C. Skinner, 66,250 $0.50 12/31/2005
Jr.
Charles E. Scott 35,000
$0.50 12/31/2005

</TABLE>

The Company has a Stock Option Plan, entitled the "Directors, Officers
and Employees - Stock Option Plan 1999" (the "Plan"). Its purpose is to advance
the business and development of the Company and its shareholders by affording to
the employees, directors and officers of the Company the opportunity to acquire
a proprietary interest in the Company by the grant of Options to such persons
under the Plan's terms. By doing so the Company seeks to motivate, retain and
attract highly competent, motivated employees, executive Officers and Directors
to lead the Company. The effective date of the Plan was January 1, 1999. The
Plan provides that the Board shall exercise its discretion in awarding Options
under the Plan, not to exceed ten percent of the shares at any one time,
provided that the options granted to any one person may not exceed five percent
of the outstanding. The per share Option price for the stock subject to each
Option shall be such price as the Board may determine. All Options must be
granted within ten years from the effective date of the Plan. There is no
express termination date for the Options, although the Board may vote to
terminate the Plan. Under the Plan, there have been no Options granted.

<PAGE> 18

(d) Long-term Incentive Plans -- Awards in Last Fiscal Year: None

COMPENSATION OF DIRECTORS

We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.

EMPLOYMENT CONTRACTS

As of the date of this filing we have not entered into formal
employment agreements with our executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons:

In July 1998, we became a member of the CyberLink Monetary System in
July 1998 when CyberLink Monetary Systems agreed to exclusively license us as
the sole provider of Internet gaming for its data processing operations. The
CyberLink Monetary System is managed by Intertreuhand Aktiengesellschaft .
Intertreuhand Aktiengesellschaft is an Asset Management Trust licensed by the
Government of Liechtenstein since 1954. The Managing Director of Intertreuhand
Aktiengesellschaft is DDr. Reinhard Proksch. DDr. Proksch, a Fulbright Scholar,
holds dual doctorates in law and information systems and is a director of
Winners. A total of 2,045,284 shares of Winners common stock was issued to
Intertreuhand Aktiengesellschaft.

In July of 1999 we entered into an agreement with SupraNet AG for
Internet services. Mr Oehri, our director, is the President and C.E.O. of
SupraNet AG. The monthly fee for the services provided to Winners Internet by
SupraNet AG is $1,340 per month and the agreement provides a 30 day opt-out
clause for either party.

In December 1999, we entered into a Marketing Agreement with
Performance Strategies Inc., whereby 300,000 shares and options to acquire an
additional 300,000 shares were issued to Performance Strategies, Inc. Douglas
Morgan is the principal officer and shareholder of Performance Strategies, Inc.,
and is a director of Winners.

<PAGE> 19

DESCRIPTION OF SECURITIES

COMMON STOCK

We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 19,612,889 were issued and outstanding as of April 12, 2000. All
shares of common stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of common stock entitles the holder
thereof (i) to one non-cumulative vote for each share held of record of all
matters submitted to a vote of the stockholders, (ii) to participate equally and
to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and (iii) to participate pro rata in
any distribution of assets available for distribution upon liquidation of the
Company. Our stockholders have no preemptive rights to acquire additional shares
of common stock or any other securities.

CONVERTIBLE DEBENTURE

We issued a convertible debenture for $260,000, which was
collateralized by the issuance of 375,000 common shares. The debenture is
convertible at 80% of the bid price at the time of conversion. The interest rate
on the debenture is 8% per annum. The term of the debenture is three years.

PREFERRED STOCK

We have not authorized preferred stock.

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

Our common stock is traded over-the-counter and quoted on the OTC
NASDAQ Electronic Bulletin Board under the symbol "WINR". The following table
represents the range of the high and low bid prices of our stock as reported by
the Nasdaq Trading and Market Services for each fiscal quarter for the last two
fiscal years ending December 31, 1998 and the nine month interim period ended
September 30, 1999. There was no market activity prior to August 1997. Such
quotations represent prices between dealers and may not include retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
Year Quarter High Low
---- ------- ---- ---
<S> <C> <C> <C>
1997 Third Quarter 4.875 2.25
Fourth Quarter 2.8125 0.375
1998 First Quarter 0.812 0.15
Second Quarter 1 0.40625
Third Quarter 1.625 0.33
Fourth Quarter 3.00 0.45
1999 First Quarter 2.96875 1.34
Second Quarter 2.4375 1.21875
Third Quarter 1.71875 0.8125
</TABLE>

<PAGE> 20

We have approximately 650 stockholders of record as of April 12, 2000.
We have not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future. On July 14, 1997 we
effected an 100-to-1 reverse stock split. All per share information in this
registration statement has been retroactively restated to reflect this change.

LEGAL PROCEEDINGS

We are not a party to any proceedings or threatened proceedings as of
the date of this filing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.

RECENT SALES OF UNREGISTERED SECURITIES

The following discussion describes all securities we have sold within
the past three fiscal years without registration.

On January 31, 1997 we issued an aggregate of 600 common shares to
three of our then officers and directors for services rendered on our behalf.
The services were valued at $20.00 each and each received 200 shares. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Sections 3(b) and 4(2) as a private transaction not involving
a public distribution.

On March 7, 1997 we issued 4,076 common shares to four persons for
accounting and legal services. Such services were valued at $407.00. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Sections 3(b) and 4(2) as a private transaction not involving
a public distribution.

On August 1, 1997 we sold 2,500,000 common shares for $50,000 to five
persons. Such shares were issued pursuant to Rule 504.

On September 15, 1997 we sold 17,145 common shares to Tom Curtis for
$30,000. Such shares were issued pursuant to Rule 504.

On December 19, 1997 we sold 20,000 common shares to Capital
Communications, Inc. for $10,000. Such shares were issued pursuant to Rule 504.

On April 28, 1998 we issued 500,000 common shares valued at $50,000 to
Columbia Financial Group for public relations services. Such shares were issued
pursuant to Rule 504.

<PAGE> 21

On May 7, 1998 we sold an aggregate of 1,000,000 common shares for
$300,000 to Cognitive Investco, Inc. and Epicontinental Holding's Limited. Each
purchased 500,000 common shares and such shares were issued pursuant to Rule
504.

On May 19, 1998 we sold 500,000 common shares for $200,000 to Codecraft
Corporation, Inc. Such shares were issued pursuant to Rule 504.

On July 20, 1998 we issued 500,000 common shares to Intertreuhand
Aktiengesellschaft in consideration for technology and services. Such shares
were valued at $25,000. The issuance of such shares was exempt from registration
under the Securities Act of 1933 by reason of Sections 3(b) and 4(2) as a
private transaction not involving a public distribution.

On August 18, 1998 we sold an aggregate of 550,000 common shares for
$220,000. Columbia Financial Group purchased 150,000 common shares and Codecraft
Corporation purchased 400,000 common shares. Such shares were issued pursuant to
Rule 504.

On November 1, 1998 we sold 285,000 common shares for $99,750 to
Cognitive Investco, Inc. Such shares were issued pursuant to Rule 504.

On December 4, 1998 we issued 21,358 common shares to Intertreuhand
Aktiengesellschaft for computer equipment valued at $10,679. The issuance of
such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.

On December 15, 1998 we issued 500,000 common shares to Columbia
Financial Group pursuant to Rule 505. Such shares were valued at $25,000 and
were issued for public relations services provided to us.

On December 22, 1998 we sold 100,000 common shares for $100,000 to
Codecraft Corporation. Such shares were issued pursuant to Rule 504.

On January 8, 1999 we sold 100,000 common shares for $100,000 to
Cognitive Investco, Inc. Such shares were issued pursuant to Rule 504.

On March 25, 1999 we sold 225,000 common shares for $202,500 to
Bluegrass Secure Corp. Such shares were issued pursuant to Rule 504.

On June 18, 1999 we issued 10,000 common shares valued at $7,498 to
Ronald Oehri for technology services rendered. The issuance of such shares was
exempt from registration under the Securities Act of 1933 by reason of Sections
3(b) and 4(2) as a private transaction not involving a public distribution.

On July 15, 1999 we sold 400,000 common shares for $220,000 to
Trans-Pacific Security Consultants. Such shares were issued pursuant to Rule
504.

On September 28, 1999 we sold 315,789 common shares for $149,999 to
Orienstar Finance, Ltd. Such shares were issued pursuant to Rule 504.

<PAGE> 22

On October 1, 1999 we sold 147,369 common shares to Orienstar Finance,
Ltd. for $70,000. Such shares were issued pursuant to Rule 504.

On February 8, 2000 we sold 650,000 common shares to Ron Sparkman for
marketing and public relations services. The issuance of such shares was exempt
from registration under the Securities Act of 1933 by reason of Sections 3(b)
and 4(2) as a private transaction not involving a public distribution.

On February 8, 2000 we sold 650,000 common shares to Petty
International Development for marketing and public relations services. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Sections 3(b) and 4(2) as a private transaction not involving
a public distribution.

On February 8, 2000 we sold 200,000 common shares to World of
Internet.com for marketing and public relations services. The issuance of such
shares was exempt from registration under the Securities Act of 1933 by reason
of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.

On February 8, 2000 we sold 120,000 common shares to Ronald Oehri in
consideration of the acquisition of 19% of SupraNet AG. The issuance of such
shares was exempt from registration under the Securities Act of 1933 by reason
of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.

On February 28, 2000 we sold 2,500 common shares to Rinaldo Sperandio
for technical consulting services. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 3(b) and
4(2) as a private transaction not involving a public distribution.

On February 28, 2000 we sold 10,000 common shares to Markus Buechel in
consideration of his appointment to the Winners board of directors. The issuance
of such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.

On March 14, 2000 we sold 100,000 common shares to World of
Internet.com for $300,000. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 3(b) and
4(2) as a private transaction not involving a public distribution.

On March 31, 2000 we sold 10,000 common shares to Douglas Morgan in
consideration of his appointment to the Winners board of directors. The issuance
of such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.

On March 31, 2000 we sold 300,000 common shares to Performance
Strategies Inc., in consideration of marketing services. The issuance of such
shares was exempt from registration

<PAGE> 23
under the Securities Act of 1933 by reason of Sections 3(b) and 4(2) as a
private transaction not involving a public distribution.

On March 31, 2000 we sold 1,523,926 common shares to Intertreuhand
Aktiengesellschaft in consideration of the acquisition of the Plus Network
Platform and other technology and services. The issuance of such shares was
exempt from registration under the Securities Act of 1933 by reason of Sections
3(b) and 4(2) as a private transaction not involving a public distribution.

On April 26, 2000, we sold 343,225 shares to Villa Nova Management Co.,
Inc. and 343,225 shares to Michael A. Patterson Enterprises, Inc. for services.
The issuance of such shares was exempt from registration under the Securities
Act of 1933 by reason of Section 4(2) as a private transaction not involving a
public distribution.

On April 26, 2000, we issued a convertible debenture for $260,000,
which was collateralized by the issuance of 375,000 shares. The debenture is
convertible at 80% of the bid price at the time of conversion. The interest rate
on the debenture is 8% per annum. The term of the debenture is three years. The
issuance of such securities was exempt from registration under the Securities
Act of 1933 by reason of Sections 3(b) and 4(2) as a private transaction not
involving a public distribution.

In connection with each of these private transactions of our securities
listed above, we believe that each purchaser (i) was aware that the securities
had not been registered under federal securities laws, (ii) acquired the
securities for his/her/its own account for investment purposes and not with a
view to or for resale in connection with any distribution for purpose of the
federal securities laws, (iii) understood that the securities would need to be
indefinitely held unless registered or an exemption from registration applied to
a proposed disposition and (iv) was aware that the certificate representing the
securities would bear a legend restricting their transfer. We believe that, in
light of the foregoing, the sale of our securities to the respective acquirers
did not constitute the sale of an unregistered security in violation of the
federal securities laws and regulations by reason of the exemptions provided
under Sections 3(b) and 4(2) of the Securities Act, and the rules and
regulations promulgated thereunder.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of present
and former directors and officers and each person who serves at our request as
our officer or director. We will indemnify such individuals against all costs,
expenses and liabilities incurred in a threatened, pending or completed action,
suit or proceeding brought because such individual is our director or officer.
Such individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, our best interest. In a
criminal action he must not have had a reasonable cause to believe his conduct
was unlawful. This right of indemnification shall not be exclusive of other
rights the individual is entitled to as a matter of law or otherwise.

We will not indemnify an individual adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit.

<PAGE> 24

Indemnification in a derivative action is limited to reasonable expenses
incurred in connection with the proceeding. Also, we are authorized to purchase
insurance on behalf of an individual for liabilities incurred whether or not we
would have the power or obligation to indemnify him pursuant to our bylaws.

Our bylaws provide that individuals may receive advances for expenses
if the individual provides a written affirmation of his good faith belief that
the has met the appropriate standards of conduct and he will repay the advance
if he is adjudged not to have met the standard of conduct.

Item 2. Acquisition or Disposition of Assets.
See Item 1 above.

Item 3. Bankruptcy or Receivership.
Not Applicable

Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable

Item 5. Other Events
See Item 1 above

Item 6. Resignation of Registrant's Directors.
All of the prior officers and directors of GFS have resigned as a part of this
acquisition and have been replaced by David C. Skinner, Jr., who is the sole
officer and director of this subsidiary.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
See Attached Pro-Forma Financial Information.
See Attached Financial Statements.
See Attached Agreement for Share Exchange.

Item 8. Change in Fiscal Year.
Not Applicable

Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable

<PAGE> 25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: May 10, 2000 By: /s/ David C. Skinner, Jr.
President

<PAGE> 26

WINNERS INTERNET NETWORK, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 1999

<PAGE> 27

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL

The Unaudited Pro Forma Combined Statement of Operations of the Company for the
fiscal year ended December 31, 1999 and the Unaudited Pro Forma Combined Balance
Sheet of the Company as of December 31, 1999 have been prepared to illustrate
the estimated effect of the Glennaire Financial Services, Inc. transaction. The
Pro Forma Statements of Operations give pro forma effect to the Glennaire
Financial Services, Inc. transaction as if it had occurred on December 31, 1999.
The Pro Forma Balance Sheet gives pro forma effect to the Glennaire Financial
Services, Inc. offering as if it had occurred on December 31, 1999. The Pro
Forma Financial Statements do not purport to be indicative of the results of
operations or financial position of the Company that would have actually been
obtained had such transactions been completed as of the assumed dates and for
the period presented, or which may be obtained in the future. The pro forma
adjustments are described in the accompanying notes and are based upon available
information and certain assumptions that the Company believes are reasonable.

A preliminary allocation of the purchase price has been made to major categories
of assets and liabilities in the accompanying Pro Forma Financial Statements
based on available information. The actual allocation of purchase price and the
resulting effect on income from operations may differ significantly from the pro
forma amounts included herein. These pro forma adjustments represent the
Company's preliminary determination of purchase accounting adjustments and are
based upon available information and certain assumptions that the Company
believes to be reasonable. Consequently, the amounts reflected in the Pro Forma
Financial Statements are subject to change, and the final amounts may differ
substantially.

The unaudited pro forma consolidated financial statements should be read in
conjunction with the historical financial statements and related notes of
Winners Internet Network, Inc.

Michael Johnson & Co., LLC
Denver, Colorado
May 10, 2000

<PAGE> 28

WINNERS INTERNET NETWORK, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHETT
(DECEMBER 31, 1999)

Winners Glennaire Pro Forma Pro Forma
Dec 31, 1999 Dec 31, 1999 Adjustments Combined
------------- ------------- ------------- -------------

ASSETS

<S> <C> <C> <C> <C>
Cash and cash equivalents $ 32,961 $ -- $ -- $ 32,961
Accounts receivable 548,912 -- -- 548,912
------------- ------------- ------------- -------------

Current assets 581,873 -- -- 581,873

Equipment and furniture, net 549,140 -- -- 549,140
Acquisition of subsidiary -- -- 4,599 4,599
------------- ------------- ------------- -------------

Other assets 549,140 -- 4,599 553,739

Total assets $ 1,131,013 $ -- $ 4,599 $ 1,135,612
============= ============= ============= =============

LIABILITIES AND STOCKHOLDER'S EQUITY

Current portion of notes payable $ 3,600 $ 2,903 $ -- $ 6,503
Accounts payable 173,795 -- -- 173,795
Accrued liabilities 712 -- -- 712
------------- ------------- ------------- -------------

Current liabilities 178,107 2,903 -- 181,010

Notes payable less current portion 7,188 -- -- 7,188
------------- ------------- ------------- -------------

Total liabilities 185,295 2,903 -- 188,198
------------- ------------- ------------- -------------

Capital stock 15,991 1,000 696 17,687
Stock subscription receivable -- (900) 900 --
Paid in capital 2,948,093 -- -- 2,948,093
Retained deficit (2,018,366) (3,003) 3,003 (2,018,366)
------------- ------------- ------------- -------------

Total stockholders' equity 945,718 (2,903) 4,599 947,414

Total liabilities and stockholder's equity $ 1,131,013 $ -- $ 4,599 $ 1,135,612
============= ============= ============= =============
</TABLE>

<PAGE> 29

WINNERS INTERNET NETWORK, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(For the Period Ended December 31, 1999)

WINNERS GLENNAIRE Pro Forma
12-Month Period 9-Month Period Combined
Ended Dec 31, 99 Ended Dec 31, 99 Companies
---------------- ---------------- ----------------

<S> <C> <C> <C>
Net Revenue $ 822,673 $ -- $ 822,673
---------------- ---------------- ----------------

Total Revenue 822,673 -- 822,673

General and administrative 183,798 80 183,878
Product development costs 633,808 -- 633,808
---------------- ---------------- ----------------

Net income (loss) $ 5,067 $ (80) $ 4,987
================ ================ ================

PER SHARE DATA:
Net income $ 0.01
================

Weighted average shares outstanding 15,292,927
================

OPERATING AND OTHER DATA:
Cash interest expense, net 108 -- 108

CASH FLOW PROVIDED BY (USED FOR)
Operating activities $ (303,458) $ 80 $ (303,378)
Investing activities (441,238) -- (441,238)
Financing activities 748,800 -- 748,800
</TABLE>

<PAGE> 30

WINNERS INTERNET NETWORK, INC.
Unaudited Pro Forma Combined Financial Statements
December 31, 1999

On May 9, 2000, Winners Internet Network, Inc. and Glennaire Financial Services.
Inc. agreed upon a plan of reorganization. The agreement stated that Winners
Internet Network, Inc. would exchange 10,000 shares of stock for all of the
common stock of Glennaire Financial Services, Inc.

The Glennaire Acquisition was accounted for by the purchase method of
accounting. Under the purchase method of accounting the total purchase price is
allocated to intangible assets. The adjustments are to eliminate stock
subscription receivable and retained deficit as a result of the Glennaire
Acquisition.

The accompanying pro forma information is presented for illustrative purposes
only and is not necessarily indicative of the financial position or results of
operations which would actually have been report had the acquisition been in
effect during the periods presented, or which may be reported in the future.

The accompanying Pro Forma Condensed Consolidated Financial Statements should be
read in conjunction with the historical financial statements and related notes
thereto for Winners Internet Network, Inc. and Glennaire Financial Services,
Inc.
<PAGE> 31
WINNERS INTERNET NETWORK, INC.

FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 1999

<PAGE> 32

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL

We have audited the accompanying balance sheet of Winners Internet Network, Inc.
as of December 31, 1999 and 1998, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statement is 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winners Internet Network, Inc.,
as of December 31, 1999 and 1998, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.

Michael Johnson & Co., LLC
Denver, Colorado
March 22, 2000

<PAGE> 33

WINNERS INTERNET NETWORK, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:

Current assets:

Cash in bank $ 1,866 $ 28,857
LTG - European bank 31,095 --
A/R - Licensing Fees 310,000 --
A/R - Credit Cards 238,912 --
----------- -----------
Total current assets 581,873 28,857

Fixed assets:

Software 516,138 75,000
Equipment 84,289 84,289
Furniture & Fixtures 4,489 4,489
Vehicles 44,500 44,500
Less Depreciation (100,276) (61,563)
----------- -----------
Total fixed assets 549,140 146,715

Other assets

Loan receivable - D. Skinner, Jr -- 3,700
Prepaid marketing -- 25,000
----------- -----------

Total other assets -- 28,700

TOTAL ASSETS $ 1,131,013 $ 204,272
=========== ===========

LIABILITIES AND STOCKHOLDERS EQUITY

Current liabilities:

Accounts Payable $ 173,795 $ 427
Accrued Payables 712 (1,326)
Notes Payable - Current Portion 3,600 3,600
----------- -----------
Total current liabilities 178,107 2,701

Long term liabilities:

Notes Payable 7,188 10,920
----------- -----------
Total long term liabilities 7,188 10,920
----------- -----------
Total liabilities 185,295 13,621

STOCKHOLDERS' EQUITY
Common Stock, par value $0.001: 50,000,000 shares
authorized; 15,990,863 shares issued and
outstanding for 1999 and 14,791,355 shares issued 15,991 14,791
and outstanding for 1998
Additional Paid-In Capital 2,948,093 2,199,293
Accumulated Deficit (2,018,366) (2,023,433)
----------- -----------

Total stockholders' equity 945,718 190,651

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,131,013 $ 204,272
=========== ===========
</TABLE>

The accompany notes are an integral part of these financial statements.

<PAGE> 34

WINNERS INTERNET NETWORK, INC.
Statement of Operations
For the Period Ended December 31, 1999
With Comparative Totals for December 31, 1998

<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
REVENUE:

Licensing Fees $ 395,000 $ --
Processing Income 422,673 --
License Income 5,000
Consulting Income -- 2,168
------------ ------------

TOTAL REVENUE 822,673 2,168

EXPENSES:
Bank Charges 1,730 490
Commissions 12,500 179,750
Consulting Fees 450,000 71,297
Deprecation Expense 38,713 43,713
Dues & Subscriptions 3,906 2,301
Insurance 15,664 5,398
Internet 16,300 18,333
Interest Expense 108 --
Marketing Expense 25,000 50,000
Meals & Entertainment 25,506 387
Miscellaneous Expense -- 548
Office Expenses 8,559 13,065
Professional & Legal Fees 25,333 13,311
Rent 19,850 32,499
Royalties -- 26,450
Taxes & Licenses 7,250 28,833
Telephone 26,410 11,370
Travel 24,231 110,630
Utilities 8,999 494
Wages 107,547 233,859
------------ ------------

TOTAL EXPENSES 817,606 842,728
------------ ------------

NET PROFIT (DEFICIT) $ 5,067 $ (840,560)
============ ============

NET PROFIT (LOSS) PER COMMON STOCK $ 0.01 $ (0.06)
------------ ------------

WEIGHTED AVERAGE SHARES OUTSTANDING 15,282,927 13,988,450
------------ ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> 35

WINNERS INTERNET NETWORK, INC.
Statement of Cash Flow
For the Period Ended December 31, 1999
With Comparative Totals for December 31, 1998

<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 5,067 $ (840,560)
Depreciation 38,713 43,713

CHANGES IN ASSETS & LIABILITIES:
GGLS Payable -- (250,000)
Accounts Payable 173,368 (941)
Accrued Payables 2,038
Notes Payable - Ford Credit (3,732) 14,520
Accounts Receivable (548,912)
Loan Receivable -- (3,700)
Prepaid Marketing -- (25,000)
Advances Payable 30,000 (30,000)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES (303,458) (1,091,968)

CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure (441,238) 94,335
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES (441,238) 94,335

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Ordinary Shares 748,800 1,026,473
----------- -----------
NET CASH PROVIDED BY FINANCING 748,800 1,026,473

NET CASH IN CASH & CASH EQUIVALENTS 4,104 28,840
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 28,857 17
----------- -----------
CASH & CASH EQUIVALENTS AT END OF PERIOD $ 32,961 $ 28,857
=========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE YEAR FOR:
Interest 108 --
Income Taxes -- --
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> 36

WINNERS INTERNET NETWORK, INC.
STOCKHOLDERS' EQUITY
DECEMBER 31, 1999

COMMON STOCKS Additional Accumulated Total
----------------------------- Paid-In Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 $ 8,000 $ 359,287 $ (367,287) $ --

Comstock/Empire International, Inc. Merger 294,944 295 703,373 (703,668) --

Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 -- 112,700

Net Deficit 12/31/97 -- (111,918) (111,918)
----------- ----------- ----------- ----------- -----------

Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
=========== =========== =========== =========== ===========

Issuance of 4/28 for Services 500,000 500 49,500 -- 50,000

Issuance of 5/7 for Cash 1,000,000 1,000 299,000 -- 300,000

Issuance of 5/19 for Cash 500,000 500 199,500 -- 200,000

Issuance of 7/20 for Services 500,000 500 24,500 -- 25,000

Issuance of 8/18 for Cash 550,000 550 219,450 -- 220,000

Issuance of 11/1 for Cash 285,000 285 99,465 -- 99,750

Issuance of 12/4 for Services 21,358 21 10,658 -- 10,679

Issuance of 12/15 for Services 500,000 500 24,500 -- 25,000

Issuance of 12/22 for Cash 100,000 100 99,900 -- 100,000

Issuance Correction 12/31(Comstock Merger) 141 -- -- -- --

Net Deficit 12/31/98 (840,560) (840,560)
----------- ----------- ----------- ----------- -----------

Balance December 31, 1998 14,791,355 14,791 2,199,293 (2,023,433) 190,651
=========== =========== =========== =========== ===========

Issuance of 1/8 for Cash 100,000 100 99,900 -- 100,000

Issuance of 3/25 for Cash 225,000 225 202,275 -- 202,500

Issuance of 6/18 for Services 10,000 10 7,488 -- 7,498

Issuance Correction 6/30 (Comstock Merger) 1,350 2 -- -- 2

Issuance of 7/15 for Cash 400,000 400 219,600 -- 220,000

Issuance of 9/28 for Cash 315,789 316 149,684 150,000

Issuance of 10/11 for Cash 147,369 147 69,853 -- 70,000

Net Profit 12/31/99 -- -- -- 5,067 5,067
----------- ----------- ----------- ----------- -----------

Balance December 31, 1999 15,990,863 $ 15,991 $ 2,948,093 $(2,018,366) $ 945,718
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> 37

WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION:

On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July 15,
1997 Winners Internet Network, Inc. and Comstock-Empire International, Inc., a
Washington Corporation merged pursuant to 368(a)(1)(A) and 368(a)(1)(F) of the
Internal Revenue Code of 1986 as amended. Comstock-Empire merged into WIN,
acquiring all issued and outstanding shares of Comstock-Empire for and in
exchange for 294,944 shares of WIN common stock. Additional stocks were
presented after the original date of the acquisition and thus have been issued
WIN stock in 1998 and 1999. On July 31, 1997 Winners Internet Network, Inc. and
Davki Agency LTD, Inc., a Delaware Corporation, merged in a plan of
reorganization. WIN acquired all issued and outstanding shares of Davki Agency
LTD, Inc. for and in exchange of 8,000,000 shares of WIN common stock. This
stock transfer is pursuant to 368(a)(1)(B) of Internal Revenue code of 1986 as
amended, as a tax-free exchange. The Davki Agency LTD, Inc. became a wholly
owned subsidiary of WIN. Both entities were acquired by the purchase method and
all inter-company transactions were eliminated in the acquisition. The impact of
these acquisitions was not material in relation to the Company's results of
operations. The Company is primarily engaged in the operation of an Internet
E-commerce enterprise.

CAPITAL STOCK TRANSACTIONS:

The authorized capital stock of the corporation was 20,000,000 shares of common
stock with a par value of $.001. On March 17, 1998 the authorized capital stock
of the corporation was increased to 50,000,000 shares of common stock.

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

PROPERTY AND EQUIPMENT:

Property and equipment is stated at cost. The cost of ordinary maintenance and
repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:

Computer Software 7 years
Equipment 7 years
Furniture & Fixtures 10 years
Vehicle 7 years

Depreciation expense for 1999 was $38,713.

<PAGE> 38

WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999

REVENUE RECOGNITION:

Revenue from leases of software and software documentation products is generally
recognized upon product shipment provided that no significant vendor obligations
remain and collection of the resulting receivable is deemed probable. The
Company has entered into agreements whereby its licenses products to certain
entities. These agreements generally provide for commitments, which are
recognized upon contract signing and product acceptance.

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 and disclosures. Accordingly, actual results
could differ from those estimates.

FOREIGN CURRENCY TRANSLATION

The Company has determined that the local currency of its international
transaction is the functional currency. In accordance with Statement of
Financial Accounting Standard No. 52, "Foreign Currency Translation", the assets
and liabilities denominated in foreign currency are translated into U.S. dollars
at the current rate of exchange existing at period-end and revenues and expenses
are translated at average monthly exchange rates. Related translation
adjustments are reported as a separate component of stockholders' equity,
whereas, gains or losses resulting from foreign currency transactions are
included in results of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses are considered to be representative of their respective fair values
because of the short-term nature of these financial instruments. The carrying
amount of the notes payable and long-term debt are reasonable estimates of fair
value as the loans bear interest based on market rates currently available for
debt with similar terms.

NOTE 2 - NOTES PAYABLE

Note payable as of December 31, 1999 consist of the following:

<TABLE>
<S> <C>
Note payable to Ford Credit dated December 1998. Payable in
60 monthly installments of $320, including interest of .09% $10,788
Less current portion 3,600
-------
Long Term Debt $ 7,188
=======
</TABLE>

<PAGE> 39

WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable licensing fees for $310,000 represents 6 entities, who have
signed licensing agreements. Accounts receivable credit cards represents
balances due from credit card companies for processing.

NOTE 4 - NET (LOSS) PER COMMON SHARE

The net (loss) per share has been computed by dividing net income (loss) by the
weighted average number of common shares and equivalents outstanding.

NOTE 5 - INCOME TAXES

Significant components of the Company's deferred tax liabilities and assets are
as follows:

<TABLE>
<S> <C>
Deferred Tax Liability $ 0
==========
Deferred Tax Assets
Net Operating Loss Carryforwards $2,018,366
Book/Tax Differences in Bases of Assets 10,788
Less Valuation Allowance (2,029,154
==========
Total Deferred Tax Assets $ 0
==========
Net Deferred Tax Liability $ 0
==========
</TABLE>

As of December 31, 1999, the Company had a net operating loss carryforward for
federal tax purposes approximately equal to the accumulated deficit recognized
for book purposes, which will be available to reduce future taxable income. The
full realization of the tax benefit associated with the carryforward depends
predominantly upon the Company's ability to generate taxable income during the
carryforward period. Because the current uncertainty of realizing such tax
assets in the future, a valuation allowance has been recorded equal to the
amount of the net deferred tax asset, which caused the Company's effective tax
rate to differ from the statutory income tax rate. The net operating loss
carryfoward, if not utilized, will begin to expire in the year 2010.

<PAGE> 40

WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999

NOTE 6 - SUBSEQUENT EVENTS

A final agreement on the Letter of Intent was entered between SupraNet, AG
(SupraNet), a Liechtenstein Company and Winners Internet Network, Inc. (WINR), a
US Corporation dated March 1, 1999. On January 12, 2000 an option was exercised
by WINR to acquire the common share interest of 19% of SupraNet. Management
believes that the growth of SupraNet of over 80% for the last 5 years will
continue in to the foreseeable future.

On December 13, 1999 INTERTREHAND, AG, a Liechtenstein Corporation entered into
a final agreement with Winners Internet Network, Inc. (WINR), a US Corporation
for the right, title, and interest in the "Plus Network." This right will also
include any and all domains registered by CMS/WINR in the future to secure a
broader market for processing. All future registrations by CMS will be for the
benefit of Winners Internet Network, Inc.

<PAGE> 41

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 9th day of
May, 2000 (the "Agreement") is made by and among GLENNAIRE FINANCIAL SERVICES,
INC., a Utah corporation ("Glennaire"), a public reporting company, 3158 Redhill
Ave., Ste. 240, Costa Mesa, California 92626 and WINNERS INTERNET NETWORK, INC.,
a publicly traded Nevada corporation on the OTCBB ("Winners"), which is
domiciled in Florida and its address is 145 Oviedo Street, St. Augustine,
Florida 32084, and,

WITNESSETH:

WHEREAS, Winners desires to acquire one hundred percent (100%) of all
of the common stock of Glennaire;

AND, WHEREAS, Glennaire wishes to sell one hundred percent (100%) of
its shares to Winners;

NOW, THEREFORE, consideration of the mutual promises and
representations contained herein, the parties to this contract agree as follows:

ARTICLE I
EXCHANGE OF SHARES

1.1 Exchange of Shares. Subject to the terms and conditions of this agreement,
Winners agrees to acquire ("the Exchange") 1,000,000 common shares, which
represents all of its outstanding shares of common stock of Glennaire, with the
par value of $0.001, for 10,000 shares of Winners. For federal income tax
purposes, the Exchange is intended to constitute a reorganization within the
meaning of Section 368(a)(1)(B) of the Code.

1.2 Closing Date. The Exchange shall become effective (the "Closing Date") on
the date shown above or as soon as possible at the offices of Winners unless
another place or time is agreed upon in writing by the parties without requiring
the meeting of the parties hereof. All proceedings to be taken and all documents
to be executed at the Closing shall be deemed to have been taken, delivered and
executed simultaneously, and no proceeding shall be deemed taken or documents
deemed executed or delivered until all have been taken, delivered and executed.
The date of Closing may be accelerated or extended by agreement of the parties.
Closing shall take place upon by each party of all the conditions of Closing
required herein, but not later than 15 days following execution of this
agreement unless extended by mutual consent of the parties.

1.3 Form of Documents. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any
signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which

<PAGE> 42

the original could be use, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission or original signature.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF WINNERS.

Winners represents and warrants to Glennaire that:

2.1 Organization. Winners warrants that it is a corporation duly organized,
validly existing; and in good standing in the State of Nevada and has all the
necessary powers to own its properties and to carry on its business as now owned
and operated by it in such States and/or countries its business requires
qualifications.

2.2 Capital. The authorized capital stock of Winners is comprised of Fifty
Million (50M) shares of Common Stock, par value $0.01 per share (the "Winners
Stock"), of which 20,684,339 shares are issued and outstanding. There currently
are not, and at the Closing Date and time of this agreement, there shall not be
any outstanding subscriptions, options, rights, warrants, debentures, or other
instruments, convertible securities or other agreements or commitments
obligating Winners to issue or transfer from treasury any additional shares of
its capital stock of any class, except for the 10,000 shares of Winners stock to
be issued to Mr. Vincent van den Brink contemplated hereunder, and 375,000
shares set aside as collateral for a convertible debenture, both of which were
included in the 20,684,339 outstanding shares referred to above, and a Stock
Option Plan for 677,907 shares, none of which have been issued to date.

2.3 Subsidiaries. Winners has no subsidiaries, nor does it own any interest in
any other enterprise.

2.4 Directors and Officers. The Board of Directors of Glennaire shall resign
after the exchange of stock.

2.5 Financial Statements. It is understood by the parties that Winners or any of
its agents, servants or employees are not making any representation with respect
to any activity of any other firm, person, or corporation. Winners does however
represent and warrant that the information furnished by Winners, its agents,
servants or employees for and on behalf of Glennaire by Winners is true, correct
and accurate.

2.6 Tax Returns. Winners is current on all of its Federal, State or local tax
returns required by law, nor is Winners required by law to pay any taxes,
assessments and penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by Winners.

2.7 Trade Names and Rights. Winners owns and holds all necessary trademarks,
service marks, trade names, copyrights, patents, domain names and proprietary
information, and other rights necessary to do its business as now conducted or
proposed to be conducted.

<PAGE> 43

2.8 Compliance with Laws. Winners has complied with, and is not in violation of
any applicable Federal, State, or local statutes, laws, and regulations
affecting its properties or the operation of its business.

2.9 Litigation. Winners is not involved as a defendant or plaintiff in any suit,
action, arbitration, or legal, administrative or other proceeding, which to the
best knowledge of Winners, would affect Winners or its business, assets, or
financial condition in a negative manner; or, governmental investigation which
is pending; or, to the best of the knowledge of Winners, threatened against or
affecting Winners or its business assets or financial condition. Winners is not
in default with respect to any order, writ, injunction or decree of any Federal,
State, local or foreign court, department, agency, or instrumentality applicable
to it.

2.10 Authority. Winners has authorized the execution of this agreement and the
consummation of the transaction contemplated herein, and Winners has full power
and authority to execute, deliver, and perform this agreement, and this
agreement is executed by one director so authorized by the board of directors of
Winners, and is a legal, valid, and binding obligation of Winners, and is
enforceable in accordance with its terms and conditions.

2.11 Ability to Carry Out Obligations. The execution and delivery of this
agreement by Winners and the performance by Winners of its obligations hereunder
in the time and manner contemplated will not cause, constitute, or conflict
with, or result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license, indenture, mortgage
instrument, article of incorporation, bylaw, other agreement or instrument to
which Winners is a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it or to accelerate
the maturity of any indebtedness or other obligation of Winners, or, (c) an
event that would result in the creation or imposition of any lien, charge,
encumbrance on the asset of Winners.

2.12 Full Disclosure. None of the representations and warranties made by Winners
herein, or any exhibit, certificate or memorandum furnished or to be furnished
by Winners on behalf of Winners, contains or will contain any untrue statement
of material fact, or omit any material fact, the omission of which would be
misleading, provided that the auditor of Winners financial statements shall be
ultimately responsible for certifying the truth and accuracy of Winners'
audited financial statement.

2.13 Material Contracts. Winners has no material contracts to which it is a
party or by which it is bound, other than those known to the directors of
Winners and Glennaire.

2.14 Securities. Winners acknowledges that the Exchange Share to be issued
hereunder shall be registered pursuant to an SB-2 registration statement filed
under the Securities Act. The certificate representing such shares shall bear a
restrictive legend with respect to the Securities Act, and such shares may not
be freely sold and distributed under the Securities Act, until such shares are
registered.

<PAGE> 44

2.15 Board Approval. The approval and adoption of this Agreement and Plan of
Reorganization by the Board of Directors is a condition precedent to the
undertaking and obligation of Glennaire to exchange its shares for Winners
shares.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF GLENNAIRE

Glennaire warrants and represents to Winners that:

3.1 Organization. Glennaire is a corporation duly organized, validly existing,
and in good standing in the State of Utah, and Glennaire warrants that it is a
duly organized, validly existing corporation, in good standing, and has all of
the necessary powers to own its properties and to carry on its business as now
owned and operated by it in such States its business requires qualifications.
Glennaire warrants that it has One (1) shareholder (of record and beneficially),
that it has filed its Form 10-SB with the SEC, and that all necessary SEC
filings will have been made by Glennaire.

3.2 Capital. The issued capital stock of Glennaire is 1,000,000 shares. The
authorized capital stock of Glennaire is comprised of 50,000,000 shares of
Common Stock, $0.001 par value per share (the "Glennaire Stock"), of which
1,000,000 shares are issued and outstanding. In addition, it has authorized but
unissued 10,000,000 shares of $0.001 par value Preferred Stock.

3.3 Subsidiaries. Glennaire has no subsidiaries, nor does it own any interest in
any other enterprise.

3.4 Tax Returns. Glennaire has filed all necessary Federal, State and/or local
tax returns required by law. Glennaire has paid and discharges all taxes,
assessments and penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by Glennaire. Glennaire warrants
that it does not owe any state or federal withholding taxes.

3.5 Trade Names and Rights. Glennaire owns and holds all necessary trademarks,
service marks, trade names, copyrights, patents, and proprietary information,
and other rights necessary to do its business as now conducted or proposed to be
conducted.

3.6 Compliance with Laws. Glennaire has complied with, and is not in violation
of any applicable Federal, State, or local statutes, laws, and regulations
affecting its properties or the operation of its business.

3.7 Litigation. Glennaire is not involved as a defendant or plaintiff in any
suit, action, arbitration, or legal, administrative or other proceeding, which
to the best knowledge of Glennaire, that would affect Glennaire or its business,
assets, or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge of Glennaire,
threatened against or affecting Glennaire or its business assets or financial
condition.

<PAGE> 45

Glennaire is not in default with respect to any order, writ, injunction or
decree of any Federal, State, local/foreign court, department, agency, or
instrumentality applicable to it.

3.8 Authority. Vincent van den Brink is the owner of 1,000,000 shares of
Glennaire, has authorized the execution of this Agreement and the consummation
of the transaction contemplated herein, and that Glennaire has full power and
authority to execute, deliver, and perform this agreement, and this Agreement is
executed by its one director so authorized by the board of directors of
Glennaire, and is a legal, valid, and binding obligation of Glennaire, and is
enforceable in accordance with its terms and conditions.

3.9 Ability to Carry Out Obligations. The execution and delivery of this
agreement by Glennaire and the performance by Glennaire of its obligations
hereunder in the time and manner contemplated will not cause, constitute, or
conflict with, or result in any of the following: (a) a breach or violation of
any provisions of or constitute a default under any license, indenture, mortgage
instrument, article of incorporation, bylaw, other agreement or instrument to
which Glennaire is a party, or by which it may be bound, nor will any consents
or authorizations of any Party other than those required, (b) any event that
would permit any party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of Glennaire,
or, (c) an event that would result in the creation or imposition of any lien,
charge, encumbrance on the asset of Glennaire.

3.10 Full Disclosure. None of the representations and warranties made by
Glennaire herein, or any exhibit, certificate or memorandum furnished or to be
furnished by Glennaire, contains or will contain any untrue statement of
material fact, or omit any material fact, the omission of which would be
misleading.

3.11 Filing With SEC. Within 60 business days following the date of this
Agreement, Winner shall prepare and file with the SEC under the Securities Act
of 1933, a registration statement on Form SB-2 covering all shares of Winners
Stock issuable as a consequence of this Agreement. The Registration Statement
shall not be filed, and no amendment or supplement thereto shall be made by
Winners, without the inclusion of the Winners stock to be issued under this
Agreement.

ARTICLE IV
COVENANTS PRIOR TO AND SUBSEQUENT TO CLOSING

4.1 Covenants Prior to and Subsequent to Closing. It is agreed between the
parties hereto that Winners may visit the offices of Glennaire or Glennaire may
visit the offices of Winners to obtain copies of data contained in all currently
active files or current contracts and agreements of any and all categories of
business, with any company or person. Any and all such data and documentation
not previously released by Winners, and being currently in the possession of
Winners, shall be delivered into hands of the officers of Glennaire, or to be
delivered to an office of Glennaire. Any and all such data and documentation not
previously released by Glennaire and necessary to this agreement, and being
currently in the possession of Glennaire shall be delivered into hands of the
officers of Winners, or to be delivered to an office of Winners. Such data and
documentation shall include all copies of files, documents, shareholders and
directors minutes, minute books/records, etc., at the earliest possible time, on
or after the Closing Date hereof.

<PAGE> 46

ARTICLE V
CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES

5.1 Conditions. Parties to this agreement and the obligations hereunder shall be
subject to the satisfaction at closing of all the conditions set forth in
Article II and Article III. The party to whom a duty is owed or is owed an
obligation of the other party to this contract waive any or all of these
conditions in whole or in part, provided, however, that no such waiver of a
condition shall constitute a waiver by the party so making a waiver of any other
condition of, or any of said parties other rights or remedies, at law or in
equity, if either party is in default of any of the representations, warranties
or covenants under this agreement.

5.2 Accuracy of Representations. Except as otherwise permitted by this
agreement, all representations and warranties by either party in agreement or in
any other written statement delivered to the other under this agreement shall be
true and accurate on and as of the Closing Date as though made at this time.

5.3 Performance. The parties shall have performed, satisfied and complied with
all covenants, agreements and conditions required by this agreement to be
performed or complied with it on or before the Closing Date.

5.4 Absence of Litigation. No action, suit, or proceeding before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this agreement or its consummation, shall have been instituted or threatened
against either Winners or Glennaire on or before the Closing Date. No action,
suit, or other proceeding before any court or other governmental body or
authority that could jeopardize or put at risk of loss, the current assets of
Glennaire or Winners, shall have been instituted or threatened against either on
or before the Closing Date of this agreement. Glennaire and/or Winners shall
resolve in its favor any dispute, action, or threatened legal action, from any
court or any governmental body, prior to the Closing Date of this agreement, in
the event any such action or so threat of action should currently exist. Any
dispute in which Glennaire or Winners may have a part, any action, suit or
proceeding by any person, entity, court or governmental body or authority
against Glennaire and/or Winners left unresolved on the Closing Date of this
agreement, shall immediately render this Agreement, on that date forever null
and void, without further notice from either Glennaire or Winners.

ARTICLE VI
MISCELLANEOUS

6.1 Termination Prior to Closing. (a) If the Closing has not occurred by May 30,
2000, subject to a 30 day extension by Winners, or any other extension as agreed
by the parties (the "Termination Date"), any of the parties hereto may terminate
this Agreement at any time thereafter by giving written notice of termination to
the other parties; provided, however, that no party may terminate this Agreement
if such party has willfully or materially breached any of the terms and
conditions hereof. Said termination date may be extended or may be terminated
prior

<PAGE> 47

to the termination date only by written agreement of the parties hereto. This
Agreement may be canceled prior to the execution of the above stated term in the
event of the following events:

a.) By mutual written agreement, in the event either party files for
relief under federal bankruptcy proceedings, in the event involuntary
bankruptcy proceedings are initiated against either party hereto in the
event of death, liquidation, physical or mental incapacity of either
party hereto, and, in the event of fraud or misrepresentation by one of
the parties hereto.

6.2 Amendment or Modification. This agreement shall represent the entire
agreement by and between the parties hereto except as otherwise provided herein
and it may not be changed except by written agreement duly executed by all of
the parties hereto.

6.3 Assignment. Neither party shall have the right to transfer or assign his
interest in this Agreement without the prior written consent of the other party
hereto, which consent shall not be unreasonably withheld.

6.4 Corporate Authority. If any party hereto is a legal entity, including but
not limited to, an association, corporation, joint venture, limited partnership,
partnership, or trust such party represents to the other that this agreement and
the transactions contemplated herein and the execution and delivery hereof have
been duly authorized by all necessary corporate partnership or trust proceedings
and actions including but without limitation to the action on the part of the
directors, officers and agents of said entity. Furthermore, said party
represents that appropriate corporate meetings were held to authorize the
aforementioned obligations and certified copies of such corporate minutes and
corporate resolutions authorizing this transaction have been delivered to all
parties to this agreement prior to or at the time of execution of this
agreement.

6.5 Dispute or Contest: Attorney's Fees. In the unlikely event that a dispute
occurs or a cause of action in law or equity arises out of the operation,
construction, interpretation or enforcement of this Agreement, the losing party
shall bear the cost of the attorneys fees incurred by the prevailing party ; and
any and all costs applicable thereto, including but not limited to, court costs,
deposition fees, out of pocket expenses and travel expenses which are incurred
by the prevailing party.

6.6 Dispute or Contest: Arbitration. In the unlikely event that a dispute occurs
applicable to the operation, construction, interpretation or enforcement of this
agreement, the parties hereby agree to submit said dispute to a commercial
arbitrator so that the matter may be arbitrated in lieu of resolving said
dispute in a court of law or equity. The parties shall choose an arbitrator from
the American Arbitration Association pursuant to the following process:

The parties shall request from the American Arbitration Association a list of
nine commercial arbitrators and each party, assuming there are two parties to
the agreement, shall have four strikes and thereby strike from said list the
arbitrators they do not wish to use. The remaining arbitrator, the one that has
not been stricken, shall be the arbitrator that shall hear the matter. The
parties agree to follow the American Arbitration Association rules, guidelines
and procedures. The

<PAGE> 48

Arbitrator shall set the matter for hearing; and shall control the procedures
used therein. The parties shall abide by the arbitrator's decision, which shall
be final and binding. The parties hereto agree that there shall be no right to
appeal the arbitrator's decision. In the event the losing party refuses to
comply with the arbitrator's decision, parties hereby agrees to an award of Five
Thousand and No/100ths ($5,000.00) Dollars as punitive and/or liquidated damages
for said party's noncompliance with the arbitrator's decision. Said party
furthermore agrees to reimburse the prevailing party any and all attorneys fees,
and costs of litigation incurred in order to compel the losing party's
performance in compliance with the arbitrator's decision.

6.7 Confidential Information. The parties hereto agree that the information and
data at each other's disposal during the term of the negotiation of this
agreement, operation and enforcement of this Agreement is considered proprietary
information and confidential. Such information if disseminated to third parties
would be detrimental to the owner of said proprietary data. Accordingly, each
party hereto agrees to take any and all reasonable precautions to restrict the
dissemination of such information by its employees, agents or subcontractors.
This obligation shall continue notwithstanding the termination of this Agreement
for a period of five years from the Closing Date of this agreement. During the
term of this Agreement or any extension thereto, neither party shall permit
access by any non-affiliated to said proprietary information without the other
party's written permission thereto.

6.8 Defense, Hold Harmless and Indemnity Clause. It is the specific and express
intent and the agreement of the parties hereto that in the event one party
hereto should cause, either directly or indirectly, damage, loss, destruction,
liability or claims against the other party as a result of intentional conduct,
negligence or otherwise, said offending party shall hold harmless and indemnify
the other party from any and all obligations, liabilities, cause of actions, law
suits, damages, assessments, including legal fees etc, as a result of said
offending party's intentional actions or negligence. This indemnification clause
shall survive this Agreement and be enforceable as a separate agreement in the
event necessary.

6.9 Force Majeure. Neither party shall be liable or responsible to the other
party for any delay, damage, loss, failure, inability to perform caused by
"force majeure." The term "force majeure", as used in this agreement, shall
mean an act of God, strike, act of the public enemy, war, mines or other items
of ordinance, blockage, public rioting, lightning, fire, storm, flood,
explosions, inability to obtain materials, supplies, labor permits, servitudes,
rights of way, acts or restraints of any governmental authority, epidemics,
landslides, lightning storms, earthquakes, floods, storms, washouts, arrests,
restraints of rulers and peoples, civil disturbances, explosions, breakage or
accident to machinery or lines of equipment, temporary failure of equipment,
freezing of equipment and any other cause whether of the kinds specifically
enumerated above or otherwise which are not reasonably within the control of the
parties hereto and which by the exercise of due diligence could not be
reasonably prevented or overcome. Such causes or contingencies effecting the
performance of this agreement by any party hereto shall not relieve such party
of liability in the event of its concurring negligence or in the event of its
failure to remedy this situation if it is within its reasonable control or it
could reasonably remove the cause which has prevented its performance. The
parties shall use all reasonable dispatch to remove all contingencies effecting
the performance of this agreement. This clause shall not relieve any party from
its obligations to

<PAGE> 49

make payments of amounts then due for previous work; or obligations contemplated
and performed hereunder. Furthermore, the party asserting this privilege shall
give a full and complete notice of the facts which it considers to excuse its
performance under this "force majeure" clause. The parties hereto agree in the
event time limits are not met under this agreement as a result of "force
majeure", to an extension of said time limit or deadline for the number of days
for which the "force majeure" condition existed and after said force majeure
condition has expired, the contract shall continue under the same operations and
circumstances as existed prior to the "force majeure" event.

6.10 Further Assurances. Each party hereto further agrees that it shall take any
and all necessary steps, sign and execute any and all necessary documents or
documents which are required to implement the terms of the agreement of the
parties contained in this contract, and each party shall refrain from taking any
action, either expressly or impliedly, which would have the effect of
prohibiting or hindering the performance of the other party to this Agreement.
This Agreement and exhibits attached hereto and incorporated herein contain the
entire agreement of the parties, and there are no representations, inducements,
promises, agreements, arrangements, undertakings, oral or written, between the
parties hereto other than those expressly set forth hereinabove and duly
executed in writing. No agreement of any kind shall be binding upon either party
until the same has been made in writing and duly executed by both parties
hereto. Upon execution of this agreement by all parties, all previous
agreements, contracts, arrangements or undertakings of any kind relative to the
matters contained herein are hereby canceled and all claims and demands not
contained in this agreement are deemed fully completed and satisfied.

6.11 Independent Status. It is agreed and understood that any work requested by
the parties hereto shall be performed under the terms of the Agreement and that
all parties hereto are considered independent contractors. Each party is
interested only in the results obtained hereunder and has the general right of
inspection and supervision in order to secure the satisfactory completion of
such work. Neither party shall have control over the other party with respect to
its hours, times, employment etc. Under no circumstances shall either party
hereto be deemed an employee of the other, nor shall either party act as an
agent of the other party. Furthermore, the parties hereto warrant that all
obligations imposed on them by this Agreement shall be performed with due
diligence in a safe competent workmanlike manner and in compliance with any and
all applicable statutes, rules and regulations. Any and all joint venture or
partnership status is hereby expressly denied and the parties expressly state
that they have not formed either expressly or impliedly a joint venture or
partnership.

6.12 Captions and Paragraph Headings. The captions, numbering sequences, titles,
paragraph headings and punctuational organization used in this Agreement are for
convenience only and shall in no way define, limit or describe the scope or
intent of this agreement or any part thereof. The paragraph headings used herein
are descriptive only and shall have no legal force or effect whatsoever other
than to aid a reasonable interpretation of the agreement. The titles to each of
the various articles and paragraphs are included for convenience or reference
only and shall have no effect on or be deemed as part of the text of this
Agreement. Use of pronouns such as the use of neuter, singular or pronouns refer
to the parties described herein and shall be deemed a proper reference even
though the parties may be an individual, partnership, corporation, association,

<PAGE> 50

trust, group of two or more individuals, partnerships, corporations or joint
venture. Any necessary grammatical changes required to make the provisions of
this Agreement apply in the plural sense where there is more than one party to
this Agreement and to either corporations, associations, partnerships, trusts,
individuals, males or females, shall in all instances be assumed as though each
case were fully expressed. If any word, phrase, clause or paragraph or other
provision of this agreement is adjudicated or otherwise found to be against
public policy, void or unenforceable, then said words or provisions shall be
deleted or modified in keeping with the express intent of the parties hereto as
necessary to render this Agreement valid and enforceable. All such deletions or
modifications shall be the minimum required to effect the foregoing and the
intent of the parties to this Agreement.

6.13 Multiple Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute but one and the same Agreement. In the event
that a comparison of said multiple agreements reveals that said Agreements
contain differences or inconsistencies, then the Agreement which is first
executed and signed by all of the parties hereto, shall be deemed the original
Agreement and all said other agreements, although duly signed by the said
parties, shall be deemed inferior and subordinate to the aforesaid first signed
Agreement.

6.14 Notices. Any and all notices or other communications required or permitted
to be even pursuant to this Agreement shall be in writing and shall be
considered as properly given if mailed by certified, return receipt requested
mail, postage prepaid and addressed as follows: To:

Glennaire Financial Services, Inc.
3158 Redhill Ave., Ste. 240
Costa Mesa, CA 92626

Winners Internet Network, Inc.
145 Oviedo Street
St. Augustine, FL 32084

Either party hereby reserves the right to designate in writing to the other
party a change of address or other place that said notices shall be sent to.

6.15 No Waiver. The failure or delay of either party in the enforcement of the
rights detailed herein shall not constitute a waiver of said rights nor shall it
be considered as a basis for estoppel either at equity or at law. Such party may
exercise its rights herein despite said delay or failure to enforce said rights
at the time the cause of action or right or obligation arose.

6.16 Parties Bound Clause. This Agreement shall be binding upon and inure to the
benefit to the parties hereto, their respective heirs, executors,
administrators, legal representatives, successors and assigns. The parties
hereto expressly agree that in the event a party hereto seeks to or does
transfer any and all, or part of its assets to a separate entity, not a party to
this agreement, said entity shall be liable under this Agreement as if said
transfer had not occurred.

<PAGE> 51

6.17 Severability. If any provisions of this agreement shall for any reason be
held violative of any applicable law, governmental rule or regulation, or if
said Agreement is held to be unenforceable or unconscionable then the invalidity
of such specific provision herein shall not be held to invalidate the remaining
provisions of this Agreement. Such other provisions and the entirety of this
Agreement shall remain in full force and effect unless the removal of said
invalid provision destroys the legitimate purposes of this Agreement in which
event this Agreement shall be null and void.

6.18 State Law and Venue Determination. This Agreement shall be subject to and
governed under the laws of the State of Florida. Any and all obligations are
performable and payable in St. Johns County, Florida. The parties hereto agree
that venue for purposes of any and all lawsuits, cause of actions, arbitrations
or other disputes shall be in St. Johns County, Florida.

6.19 Status of Agreement and Prior Understandings. This Agreement and the
exhibits attached hereto and incorporated herein, if any, contains the entire
Agreement of the Parties and there are no representations, inducements,
promises, agreements, arrangements or undertakings, oral or written between the
Parties hereto other than those set forth and duly executed in writing. No
agreement of any kind shall be binding upon either Party unless and until the
same has been made in writing and duly executed by both Parties.

6.20 Time. Time is of the essence in this Agreement and, accordingly, all time
limits shall be strictly construed and strictly enforced. Failure of one party
to this Agreement to meet a deadline imposed hereunder shall be considered a
material and significant breach of this Agreement and shall entitle the non
breaching party to any and all rights of default as stated hereinabove.

6.21 Acceptance. This Agreement shall not be binding until it is executed by
both parties to this agreement.

6.22 Date of Effectiveness. This Agreement shall become effective upon the
execution of the same by all of the parties hereto and all obligations contained
herein shall be conclusive and binding upon all of the parties hereto.
Accordingly, this Agreement shall no longer be considered executory as of the
date that all parties have affixed their signatures hereto.

6.23 Signatory Clause. This Agreement is signed, accepted and agreed to by all
parties hereto by and through the parties or their agents or authorized
representatives. All parties hereto hereby acknowledge that they have read and
understand this Agreement and the attachments and/or exhibits hereto. All
parties further acknowledge that they have executed this legal document
voluntarily and of their own free will.

6.24 Public Disclosure. From and after the date hereof through the Closing Date,
Winners shall not issue a press release or any other public announcement with
respect to the transactions contemplated hereby without the prior consent of
Glennaire, which consent shall not be unreasonably withheld or delayed. It is
understood by Winners that Glennaire is required under the Exchange Act to make
prompt disclosure of any material transaction.

<PAGE> 52

THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD THE
OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE, AND
UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.

WINNERS INTERNET NETWORK, INC.

By: ___signed_______________________
David Skinner, Jr., President

GLENNAIRE FINANCIAL SERVICES, INC.

By: ___signed_______________________
Vincent van den Brink, President

THE SHAREHOLDER OF GLENNAIRE FINANCIAL SERVICES, INC.

___signed_______________________
Vincent van den Brink