CYBERUNI ORG INC, SB-1, 1999-12-13

CYBERUNI ORG INC
SB-1, 1999-12-13

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SUBJECT TO COMPLETION, DATED DECEMBER 13, 1999

Registration No. _______________

As filed with the Securities & Exchange Commission on October 21,1999
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM SB-1
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

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Cyberuni.org,inc.
(Name of small business issuer in its charter)

California 8221 94-3326946
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Identification No.) Classification Code No.)

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90 Symonds Street, Level 2
Auckland
New Zealand
(011) 64-9-309-3387

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(Address and telephone number of principal place of business)

William D. Evers
155 Montgomery Street, 12th Floor
San Francisco, California 94104
(415) 772-8100
(Name, address and telephone number of agent for service)

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Copies to:

William D. Evers, Esq. Geroge V. Franich
Evers & Hendrickson, LLP 90 Symonds Street, Level 2
155 Montgomery Street, Suite 1200 Auckland
San Francisco, CA 94104 New Zealand

Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.

CALCULATION OF REGISTRATION FEE
- -------------------- ------------- ----------------------------- ----------------------- -----------------------
Title of each Amount Proposed maximum offering Proposed maximum Amount of
class to be price aggregate registration
of securities to registered per unit offering price fee
be registered
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Series A Preferred 1,000,000 $5.00 $5,000,000 $1,390
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----------------------

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

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
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TABLE OF CONTENTS

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Pages
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1. Executive Summary 1
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2. Risk Factors 4
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3. Business and Properties 8
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4. Offering Price Factors 21
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5. Use of Proceeds 24
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6. Capitalization 27
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7. Description of Securities 28
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8. Plan of Distribution 29
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9. Dividends. Distributions and Redemptions 31
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10.Officers and Key Personnel of the Company. Directors of the Company 31
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11.Principal Stockholders 36
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12.Management Relationships, Transactions and Remuneration 37
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13.Litigation 39
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14.Federal Tax Aspects 39
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15.Miscellaneous Factors 39
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16.Financial Statements 40
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17.Management's Discussion and Analysis of Certain Relevant Factors 40
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Notification 41
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Signatures 45
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Financial Statements F-1
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Dealer Prospectus Delivery Obligation. Until ______________, all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold securities.

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Cyberuni.org,inc.
1,000,000 shares of Series A Preferred Stock
$5.00 per share

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Exact name of Company as set forth in Charter cyberuni.org, inc.
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Type of securities offered Series A Convertible Preferred Stock, $5.00 Par Value
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Maximum number of securities offered 1,000,000
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Minimum number of securities offered 120,000
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Price per security $5.00
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Total proceeds: If maximum sold $5,000,000
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If minimum sold $600,000
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Is a commissioned selling agent selling the securities in No
this offering?
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If yes, what percent is commission of price to public? % Not applicable
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Is there other compensation to selling agent(s)? No
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Is there a finder's fee or similar payment to any person? No (See Question 22)
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Is there an escrow of proceeds until minimum is obtained? Yes (See Question 26)
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Is this offering limited to members of a special group, Yes (See Question 25)
such as employees of the Company or individuals?
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Is transfer of the securities restricted? No (See Question 25)
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Investment in small business involves a high degree of risk, and investors
should not invest any funds in this offering unless they can afford to lose
their entire investment. See Question No. 2 for the risk factors that management
believes present the most substantial risks to an investor in this offering.

In making an investment decision investors must rely on their own examination
oif the issuer and the terms of the offering, including the merits and risks
involved. These securities have not been recommended or approved by any federal
or state securities commission or regulatory authority. Furthermore, these
authorities have not passed upon the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence.

This Company is in the development stage and is currently conducting operations.

This offering will be registered for offer and sale in the state of California.
This has not yet been done and neither the state file number nor the effective
date are yet available.

Subject to completion, dated December 13, 1999

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TABLE OF CONTENTS

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY
CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER
STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON
ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

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Cyberuni.org, inc.

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Exact Corporate Name cyberuni.org, inc.
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State and date of incorporation California, March 2 1999
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Street address of principal office 90 Symonds St. level 2
Auckland
New Zealand
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Company Telephone Number Ph: 011-64-9-309-3387
Fax: 011-64-9-309-3327
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Fiscal Year July 31
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Person(s) to contact at Company with respect to George Franich
offering
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email address [email protected]
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Telephone Number (if different from above) Same
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1. EXECUTIVE SUMMARY

We are a startup company. We will provide university level courses and
examinations to colleges and universities around the world. The courses will be
designed for delivery over the Internet. The aim is to enable smaller colleges
and universities as well as those in Asia, India, and North Africa to increase
the range of courses they offer without having to invest capital or increase
their specialist faculty. Some of our courses (e.g. MBA) may be licensed from
existing institutions. Others (as has been the case to date) will be purchased
from suitably qualified academic providers.

We plan to build an on-line community around this core activity. The
http://www.cyberuni.org web-site is to be developed as an education portal. As
much of the course content as possible will be freely accessible. Students will
pay to sit in examinations and for the grading thereof. There will be discussion
forums on all the topics critically examined in `cyberuni' courses. There will
also be a `web library'. This will be an important resource for students from
grade school to post-graduate study. Finally, the site will attempt to recreate
the campus environment of loose discussion, and topical chats that students of
the 1960s and 1970s remember by providing coffee rooms and chat spaces.

Our vision is for cyberuni to be recognised as `the world's
university'. This phrase emphasizes both the shared ownership and the global
reach of the institution.

Prior to filing this offering statement there were more than twenty
courses on-line and available for enrollment at the web-site of our subsidiary,
Kavil University Limited, http://www.cyberuni.vu Our founders are New Zealanders
(home of the America's Cup) and the Company's headquarters are in New Zealand,
with an office in San Francisco, California.

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2. RISK FACTORS

List in their order of importance the factors which the Company considers to be
the most substantial risks to an investor in this offering in view of all facts
and circumstances or which otherwise make the offering one of high risk or
speculative (i.e. those factors which constitute the greatest threat that the
investment will be lost in whole or in part, or not provide an adequate return).

We have no operating history that you can evaluate

Our was incorporated in California on March 2, 1999. We have no operating
history that you can evaluate prior to making an investment. Also, there can be
no assurances that future revenues will result from our plans to develop and
exploit our business model focusing on long-distance learning.

We do not a have a source for secure cash flow

We are developing a product, university- level courses and qualifications, which
we believe will be able to generate cash flow in the future. However, at this
time we do not have any significant cash flow from sales of those, or related,
products.

You will experience immediate and substantial dilution in the book value of your
investment

The public offering price at which the Shares are to be sold in the Offering is
significantly higher than the book value per share of our outstanding stock
Assuming all of the Shares offered hereby are sold, you will experience
immediate and substantial dilution of $3.95 or 79% in book value than the price
per share that was paid by our current shareholders.

We are dependent on online distribution for the dissemination of our products.

The use of our products and services will depend in large part upon the
development of an infrastructure for providing online access and services.
Because global commerce and online exchange of information on the Internet and
other similar open wide area networks are new and evolving, it is difficult to
predict with any assurance whether such networks will prove to be viable
commercial marketplaces. There can be no assurance that the infrastructure or
complementary services necessary to make such networks viable commercial
marketplaces for product and services such as those offered by us will be
available. In particular, such networks are an unproven medium for education. In
the event such networks fail to become a viable education medium, there can be
no assurance we will be able to overcome the costs and difficulties associated
with adapting to alternative media, if and when they become available. If such
networks do not become viable commercial marketplaces or do not develop as a
viable medium for education, our business would be materially and adversely
affected.

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We arbitrarily determined the purchase price for the shares

There is no known public trading market for our stock, and the price of the
shares offered hereby bears no relationship to the assets, book value, net worth
or any other recognized criteria of value of our Company. The offering price of
the shares was determined arbitrarily by Management of the Company, and should
not be considered as an indication of the actual value of the Company. In
determining the offering price, we considered, among other things, the Company's
brief operating history, its limited financial resources, growth and profit
potential, the amount of dilution to you in this offering, and the risk of
investing in the Company. You should make an independent evaluation of the
fairness of such price.

An active market for our securities does not exist and may not develop

We are a start-up company. An active market for our stock may not develop or be
sustained after this offering. Therefore, an investment in our company should be
considered highly illiquid.

We do not intend to pay dividends, and you may lose the entire amount of your
investment

We do not intend to pay dividends on our capital stock in the foreseeable
future. We intend to invest our future earnings, if any, to fund our growth.
Therefore, you will not receive any funds without selling your shares. We
further cannot assure you that you will receive a return on your investment when
you sell your shares or that you will not lose the entire amount of your
investment.

This is a best efforts offering

The offering of our shares is being conducted directly by our officers on a
"best-efforts" basis. No underwriter, placement agent, or other person has
contracted with us to purchase or sell all, or a portion of, the securities
offered hereby and there is no assurance that we can sell all or any of the
securities. Due to the absence of an underwriter, there may be less due
diligence performed in conjunction with this offering than would be performed in
a firm underwritten offering. It is also important to note that there are no
restrictions as to whether officers, directors or beneficial shareholders can
purchase securities in the offering or the amounts they are able to purchase.

Our management will have broad discretion in the use of the proceeds raised from
this offering

Although a substantial proportion of the net proceeds of this offering is
intended for specific uses, the balance will be available for working capital
and general corporate purposes. We have broad discretion to allocate a
substantial portion of the proceeds of this offering, in both dollar and
percentage terms, on a net proceeds basis.

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We are entering a developing market marked by rapid technological changes and
new products

The market for our products and services is rapidly evolving in response to
recent developments relating to online technology and is characterized by
evolving standards and customer demands and an increasing number of market
entrants who have introduced or developed online products and services. Although
costs have been decreasing while ease of use, market acceptance and access have
been increasing, there can be no assurance these trends will continue. Our
future success will depend largely on our compatibility with current and new
technology and significantly on our ability to continue to improve the
performance, features and reliability of our services in response to both
evolving demands of the marketplace and competitive product offerings. There can
be no assurance that we will be successful in developing, integrating or
marketing such products or services.

There are existing competitors in the field of distance education

We compete with universities and colleges, including those that deliver
education and training products to distant locations, and independent education
and training companies that package and distribute programs through various
media, including, among others, the University of Phoenix and Westcott
Communications, Inc. In addition, we believe that a number of other virtual
universities are being planned or developed that will compete with the Company
in the near future. While we believe that our integrated approach of offering a
variety of products and services through a combination of technologies is
distinctive and that the convenience of home and desktop delivery will be
preferred, there can be no assurances that our future customers will find our
approach preferable to the approach of its competitors or that we will be able
to compete successfully in the future. In addition, our success in developing
additional quality educational programming and expanding our audience will
depend on our ability to provide programming that anticipates and responds to
the needs and preferences of adults. There can be no assurance that we will be
able to license or develop additional educational programming that will be
accepted by our targeted markets.

There are risks associated with the distance education market

The market for adult education traditionally has been served through site-based,
live instruction. Although distance education programs have been available for
many years, such programs have low awareness among consumers and currently
account for only a small portion of the overall adult education market. There
can be no assurance, however, that the demand for adult distance education will
continue at its current level or increase or that we will be able to establish a
viable market share. In addition, we rely on our relationships with select
colleges and universities who provide many of our education products and
services. There can be no assurance that we will be able to maintain these
relationships or enter into new relationships.

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We may be subject government regulation in the future

Certain states assert authority to regulate non-degree granting education
providers if such provider's educational programs are available to such state's
residents. Based upon its review of applicable laws, we believe that we are
exempt from such regulation because we do not participate in any federal or
state student aid or loan programs. However, in the future, state laws and
regulations could limit our ability to distribute educational services in
certain states. If, in the future, we were required to comply with, or were
found to be in violation of, a state's current or future licensing or regulatory
requirements, we could be subject to civil or criminal sanctions, including
monetary penalties, and could be barred from providing educational services in
that state. In addition, there may be foreign regulatory requirements that must
be met in order to provide programming in the international markets and there
can be no assurance that such requirements can be met

We may be unable to recruit suitable providers of course and assessment
materials

Our anticipated business is the provision of university level courses and
qualifications, both via existing institutions and directly to students. We need
to acquire course and assessment materials from suitable providers. Our ability
to attract and recruit providers of course and assessment materials could be
negatively affected by adverse publicity and regulatory action relating to our
Company, our products, and operations.

We have to recruit qualified faculty members

Our business requires that we obtain qualified faculty to assess students and to
respond to students' academic inquiries. Our success, as well as our future
operations, will depend on the extent to which we will be able to recruit and
retain qualified faculty. There can be no assurances that we will be able to
recruit or maintain suitably qualified faculty in the future.

We need to achieve accreditation for our courses

Although we can market our courses to brick and mortar institutions without
accreditation, and although our subsidiary, Kavil University Limited, can enroll
students for non-accredited courses, this is an untenable long-term position as
it would impede our growth. Accreditation provides students with both an
assurance that their time spent studying will provide them with a degree
recognized by employers and access to student loans and subsidies. Accreditation
requires that suitable courses be provided by suitable faculty to sufficient
students, and that the institution meet other criteria such as standards of
governance and fiscal responsibility. In some jurisdictions, such as New
Zealand, existing universities or their officers, have considerable input into
the accreditation process which may be prolonged and obstructed. Accordingly,
there can be no assurances that we will ever achieve accreditation in any
jurisdiction. If we do not achieve accreditation, it could have a material
adverse effect on our business, financial condition and operating results.

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We may need to secure additional financing in the future

There can be no assurance that the proceeds of this offering (even if the
maximum number of shares are sold) will be adequate to provide sufficient funds
for working capital and other expenses associated with developing and running
the business. If such funds prove to be inadequate, we may be required to seek
additional capital or borrow additional funds. We have not made any arrangements
to obtain additional funds, and there can be no assurance that additional funds
will be available.

We must retain the officers and qualified personnel

Our success is heavily dependent upon our officers for the operation of our
business and the implementation of our business plan, particularly George
Franich, Peter Caccioppoli and Rhys Cullen. We intend to purchase keyman
insurance coverage for Mr. Franich, Mr. Caccioppoli and Mr. Cullen. The loss of
any of these individuals could have a materially adverse effect on our Company.
In addition, our ultimate success will be dependent, in significant part, upon
our ability to attract and retain motivated qualified personnel with experience
in the various phases of our business. There can be no assurance that existing
management will remain with the Company or that qualified replacements will be
available, if necessary. Competition for qualified personnel is intense. We have
no experience in recruiting or retaining such qualified personnel. Furthermore,
there can be no assurance that additional qualified personnel can be located in
a timely fashion.

Note: In addition to the above risks, businesses are often subject to risks not
foreseen or fully appreciated by management. In reviewing this Offering Circular
potential investors should keep in mind other possible risks that could be
important.

3. BUSINESS AND PROPERTIES

With respect to the business of the Company and its properties:

(a) Describe in detail what business the Company does and proposes to do
including what product or goods are or will be produced or services that are or
will be rendered.

We will supply university level courses and the assessment of students (via
homework and examinations) who take such courses to tertiary institutions. This
will enable smaller colleges and universities, as well as those in less
developed parts of the world, to widen the range of courses they are able to
offer. The materials will be designed for self- study and will be distributed
over the Internet. A typical client institution will offer students 'brick and
mortar' based tutorials in the 'cyberuni' courses it offers, with most learning
taking place over the Internet. The assessment of students will be undertaken by
the faculty of cyberuni.org, inc. It is intended that cyberuni.org, inc. will
receive a proportion of the enrollment fees paid by or on behalf of each student
enrolled in a 'cyberuni' course.

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Our subsidiary, Kavil University Ltd., will recruit students directly and offer
them tertiary courses and qualifications. All of Kavil University's courses will
be 'cyberuni' ones offered on-line to its students. This business-to-consumer
sales structure will complement the business-to-business operations of
cyberuni.org, inc. and will enable us to participate directly in the projected
growth of Internet based distance learning.

Our proposed business can be broken down into the following four areas:

1. The supply of university level courses and their assessment to
tertiary institutions

In the context of tertiary education, the Internet allows university courses to
be shared by many students. The would-be accountant in Bombay can study the same
materials as, share her learning experience with (via discussion groups and chat
rooms), and be assessed by the same process (even the same person) as, her peer
in Palo Alto, California or central Africa.

More than this, what is shared can be a global standard course or qualification.
Regardless of where they studied, there are common standards expected of
graduates, whatever their discipline. This is most obvious in professional
courses such as medicine or business but is also true of liberal arts and
science graduates.

In contrast to 'brick and mortar' learning where students in packed lecture
theaters are subjected (necessarily, because of time constraints) to a one size
fits all presentation of content and concepts, the Internet allows students, in
an appropriately designed course, to select their own route to the achievement
of their own learning objectives. Students can be told in advance what critical
skills and content they need to learn and are then invited to construct their
own learning path from the materials presented to them.

Brick and mortar institutions have regarded the Internet as a classroom
extension. Their administrators have encouraged a move on-line with the
expectation that this will increase revenues. Smaller institutions fear the move
of their larger neighbors on-line. Many of them need every student they can get,
and the loss of even a few to an on-line neighbor would severely impact on their
financial viability.

We believe that the Internet does not need to be a threat to smaller colleges
and universities. The Internet is a decentralizing force, not a centralizing
one. Our core business will be the provision of global standard courses and
qualifications to small or isolated colleges and universities. Our brick and
mortar partners will provide a room and a tutor for regular meetings of their
students enrolled in the 'code share' papers. Small towns and developing nations
alike will be able to retain their students as a much wider range of university
level courses and qualifications will be available without leaving home.

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Potential investors can evaluate some of our first courses for themselves. They
are:

critical thinking, at http://www.cyberuni.vu/critthinking2
medical ethics, at http://www.cyberuni.vu/medethics2
New Zealand Novel 1, at http://www.cyberuni.vu/nznovel1

The log-in and password 'investor' allows access to these papers.

2. Ownership of a distance education institution.

Not all potential students will have access to a 'code sharing' brick and mortar
institution. We are the beneficial owners of all the outstanding shares in Kavil
University Limited, an international company incorporated, for jurisdictional
reasons, in the Republic of Vanuatu. Kavil University Limited owns and operates
an on-line campus at http://www.cyberuni.vu. This on-line campus recruits
students directly.

3. Development of the www.cyberuni.org web-site as a sticky portal

There are two fundamental questions asked by members of an academic community.
They are 'how can I find out about...?' and 'who can I talk to about...?'. We
intend for our web site to be the web site for addressing these questions from
pre-school through to Nobel Laureate levels of education, the ultimate reference
and (academic) discussion venue. A sticky web portal, added to the 'favorites'
page of every curious human.

We have registered 10,000 members since July 1999, when we made this
URL a `members only' site.

4. Building relationships with feeder institutions.

We plan to develop relationships with feeder institutions by offering
scholarships that will enable some academically able students to access, or even
complete, cyberuni courses while at high school. We plan to develop these
relationships by:

o organizing competitions with cash or travel rewards that will maintain
the Company's profile at the level of feeder institutions.
Traditionally, this has been done by 'essay competitions' or
invitations to attend a special interest or bridging 'summer school'
The Company expects to be able to introduce some innovative approaches
in this area, although it has not tried to develop these as yet.

o organizing regional High School projects as expanded versions of this
years 'Huia' project (see http://www.cyberuni.ac.nz/members_only/huia )

o offering scholarships or sabbatical awards to staff at feeder
institutions that enable them to enter the 'cyberuni' world for a
period of time.

On one level we expect to develop relationships with potential students by
providing them

<PAGE>

(through the www.cyberuni.org web-site) with a homework and learning aide that
will be useful in grade and high school. When they consider universities, the
students will already be familiar with our methods and will have experienced
success with it.

An example of our approach to research and feeder institutions is demonstrated
by the 'Huia' project. The 'Huia' and similar future projects build
relationships with feeder institutions (high schools) by:

o making cyberuni visible to them;

o demonstrating that cyberuni is interested in them; and

o offering students a chance to taste the critical thinking 'borders of
knowledge' culture of a university.

We see this approach to research and to feeder institutions as exciting and
innovative. The timing is right for the Huia project. It enthuses (at least
some) students from a variety of academic backgrounds. The moral issues are
today's. Whether or not Huia ever live again, cyberuni.org, inc. will have
functioned as a university should, by forcing society to examine its
closely-held beliefs. Accordingly, we anticipate that some students who
participate in Huia-type projects will follow through and take our courses for
their university-level education. In addition, this project has effectively
raised the company's profile in the academic and wider community.

(b) Describe how these products or services are to be produced or rendered and
how and when the Company intends to carry out its activities. If the Company
plans to offer a new product(s), state the present stage of development,
including whether or not a working prototype(s) is in existence. Indicate if
completion of development of the product would require a material amount of the
resources of the Company, and the estimated amount. If the Company is or is
expected to be dependent upon one or a limited number of suppliers for essential
raw materials, energy or other items, describe. Describe any major existing
supply contracts.

There are no major existing supply contracts.

Production of courses and their assessment

Providers of course and assessment materials will be recruited from the faculty
and senior students of existing universities around the world. Many core
undergraduate courses (for example, accounting1, statistics1) can be provided by
graduate students, with review by a member of the faculty.

Providers will construct courses that meet the educational objectives set by the
Company. Courses will deliver content and encourage the development of academic
independence appropriate to that level of study. It is envisaged that few course
materials will be acceptable when they are first submitted by providers. The
Company will provide expert educationalists to assist providers in developing
course and assessment materials of the required standard.

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<CAPTION>
Tertiary Providers Limited bought 50,000 shares of the Series A Preferred Stock
of the Company at the price of $5.00 per share in return for the fifteen
courses. The courses are:

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Englit0 a first course studying English literature
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Nznovel1 a first course studying the novel in New Zealand literature
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Nznovel2 a second course studying the novel in New Zealand literature
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Nznovel3 a third course studying the novel in New Zealand literature
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Nzpoetry 2 a first course studying poetry in New Zealand literature
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Nzpoetry3 a second course studying poetry in New Zealand literature
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NZshortstory2 a first course studying the short story in New Zealand literature
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NZshortstory3 a second course studying the short story in New Zealand literature
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NZdrama3 a first course studying drama in New Zealand literature
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metaphysics1 a first course in metaphysics
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Ethics1 a first course in moral philosophy
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AppliedEthics2 a first course in applied ethics
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MedEthics2 an undergraduate course in medical ethics
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BusinessEthics3 an undergraduate course in business ethics
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EnvironEthics3 an undergraduate course in environmental ethics
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</TABLE>

A number of these courses are currently offered through the Company's
subsidiary, Kavil University Ltd.

Student assessment will be carried out by the faculty of cyberuni.org, inc., the
majority of whom will have doctorate-level qualifications. A majority will also
hold or have held academic posts at a recognized (accredited) university.

Ownership of a distance education institution.

The Company's subsidiary, Kavil University Limited, operates a distance learning
institution at http://www.cyberuni.vu This offers all and only 'cyberuni'
courses. More than twenty such courses are presently available.

Development of the www.cyberuni.org web-site as a sticky portal

The development of this will require the appointment of a
librarian/educationalist and assistance from the Company's growing IT
department. We do have over 10,000 members already, and we have had approaches
from pre-university web-sites in North America interested in some form of
partnership.

<PAGE>

(c) Describe the industry in which the Company is selling or expects to sell its
products or services and, where applicable, any recognized trends within that
industry. Describe that part of the industry and the geographic area in which
the business competes or will compete. Indicate whether competition is or is
expected to be by price, service, or other basis. Indicate (by attached table if
appropriate) the current or anticipated prices or price ranges for the Company's
products or services, or the formula for determining prices, and how these
prices compare with those of competitors' products or services, including a
description of any variations in product or service features. Name the principal
competitors that the Company has or expects to have in its area of competition.
Indicate the relative size and financial and market strengths of the Company's
competitors in the area of competition in which the Company is or will be
operating. State why the Company believes it can effectively compete with these
and other companies in its area of competition.

We expect to sell university level courses within the tertiary education
industry. Traditionally, university education has been a rite of passage
signaling the transition into adulthood for white middle-class teenagers. It has
involved the youth of small towns moving to a relatively big city. The youth of
third world countries have had to live abroad to acquire an acceptable
university degree. Over the last twenty or thirty years, the industry has
broadened. More school-leavers now enter tertiary education, and more adults
return to it. Innovations have removed barriers to access. Of relevance to
cyberuni.org, inc. has been the shift from lectures at times that suited the
lecturer, to lectures in the evenings, to distance education, and most recently
to Internet-based learning. We intend to compete in this tiny, but expanding,
segment of the tertiary education market. Its product is Internet-based
learning. Initially, we will compete with other providers in California,
Australia and New Zealand. However, the Company eventually sees itself as a
global provider of standardized courses.

The tertiary education industry has its own characteristics. It is large,
expanding, and increasingly competitive with institutions under pressure to grow
and contain costs at the same time. We intend to offer smaller institutions an
alternative to the 'merge or decline' option. These colleges and universities
will be able to increase the number of courses they offer, and those courses
will contribute to internationally standardized qualifications. Our faculty will
assess students enrolled in these courses, so that students from various points
on the globe can potentially have their essays marked by the same professor in,
for example, California.

The cost structure of client institutions will be significantly reduced. They
will not have to employ a philosopher of science for example, to offer a paper
or papers in the philosophy of science. cyberuni.org, inc. will supply the
course materials and assess the students. The client institution will provide a
learning environment, typically tutors and rooms for regular meetings and
discussion. Although tutors will need to have some familiarity with the course
materials their real skills will be as learning facilitators rather than content
specialists. They will be able to act as tutors for a range of subjects.

Internationally, student numbers are rising as less developed countries realize
the economic importance of a tertiary educational infrastructure. In developed
countries, the number of healthy

<PAGE>

retired citizens is rising. Some of these people now have time to pursue an
academic interest. Neither of these groups, which include the potential
accountant from Indonesia and the retired engineer with an interest in Ancient
Rome, are necessarily well served by existing brick and mortar institutions.
There are many possible barriers to study; the 'oldie' may feel out of place on
campus, the lecture times might be impossible to attend, there may not be a
local brick and mortar institution or it might offer unsuitable courses. Kavil
University Ltd., with its virtual campus at http://www.cyberuni.vu offers a way
around those barriers. Students download or print out their course materials and
readings, submit their assessment materials via email, and communicate with
their tutor via email or discussion group.

Brick and mortar institutions have begun to enter the markets targeted by
cyberuni.org, inc. and its subsidiary, Kavil University Ltd. Institutions are
beginning to offer common courses. For example, the first year of the public
health qualifications offered by Melbourne and Monash universities has a common
curriculum. The teaching load is shared between the two institutions and
students sit for a common exam. However, progress is slow and ideas of
institutional 'autonomy' present significant hurdles.

Many institutions now offer at least some papers on-line. However, the range of
papers offered on-line by individual institutions is limited (perhaps
principally, by staff commitment and available resources). One solution is the
development of hybrids that offer on-line papers from a number of member
institutions together these amount to sufficient content to meet the
requirements of a diploma or degree. In North America, Western Governors
University is of this type. In Australia, "Open Learning Australia" is an
example of such a platform.

This move of brick and mortar institutions to on-line education is a recognition
of the perceived potential for future growth. We believe that we can compete
with large, financially powerful brick and mortar institutions on-line because
we use the medium differently. The on-line courses offered by brick and mortar
institutions today almost all try to recreate the classroom in a 'virtual'
environment. We believe this method, although it reflects the strengths of brick
and mortar institutions, is not the only way to use the Internet. The net is a
user driven medium that easily lends itself to learning as a guided process
(read your choice of these extracts until you have acquired these skills. Test
the skills by doing these activities)

We will compete with large, established brick and mortar institutions for a
share of the additional student numbers expected in smaller, provincial
institutions. We offer these smaller, provincial, institutions an alternative to
the take-over or direct competition offered by large neighbors. These smaller
colleges and universities are potential customers for us, and we anticipate that
if they can offer a wider range of courses, local students will no longer have
to move to big cities for the university education they want.

We envision that the majority of our longer term growth will come from
penetration into Asia, India and Africa. Our model of quality course materials
and standardized assessment in a local institution that provides generalist
tutors may be attractive to developing countries with large populations and a
need for professionals, but who have placed a higher priority on the development
of their economic infrastructure rather than brick and mortar universities.

<PAGE>

Competition

Our competitors include every brick and mortar university. These are all much
bigger that our Company and they have an established market share. However, we
are not competing with them for their core students. We are providing an
alternative for students when enrolling at the brick and mortar institution is
not the preferred option, perhaps because it involves leaving home, or giving up
a job. We believe that we can compete effectively for these students as the
options presently available to them are not appealing and we can provide one
that is appealing.

Kavil University Ltd. competes with providers of distance education, including
Internet-based courses for students. It may enjoy significant cost-structure
advantages (building repairs and maintenance, reduced energy costs, etc.) over
those that are part of a brick and mortar institution.

Potential investors are encouraged to visit web-sites such as
http://www.degree.net/distance-learning/home.html that provide a catalogue of
existing 'on-line' diploma and degree programs. There are already a number of
institutions that offer accredited degree programs over the Internet. California
is home to some of the best of these (see www.degree.net for a listing) In
Australia, Open Learning Australia is the dominant (though small) provider of
distance education, while there are no significant providers in New Zealand.

Pricing

Pricing is a difficult issue for the Company, as prices are largely set by
funders (generally governments). The major aim of seeking accreditation is to
access a funding stream, either directly through the fees paid by governments to
tertiary institutions on behalf of students, or indirectly through the
qualification of 'cyberuni' students for student loans. The level of government
funding in those countries and states where cyberuni operates is likely to be
the major determinant of pricing. The effect is that our pricing will be
determined by others. However, we expect to have significant cost structure
advantages over its brick and mortar competitors as we do not have the cost
associated with maintaining a brick and mortar presence.

NOTE. Because this offering circular focuses primarily on details concerning the
company rather than on the industry in which the company operates or will
operate, potential investors may wish to conduct their own separate
investigation of the company's industry to obtain broader insight in assessing
the company's prospects.

<PAGE>

(d) Describe specifically the marketing strategies the Company is employing or
will employ in penetrating its market or in developing a new market. Set forth
in response to Question 4 below the timing and size of the results of this
effort which will be necessary in order for the Company to be profitable.
Indicate how and by whom its products or services are or will be marketed (such
as by advertising, personal contact by sales representatives, etc.), how its
marketing structure operates or will operate and the basis of its marketing
approach, including any market studies. Name any customers that account for, or
based upon existing orders will account for a major portion (20% or more) of the
Company's sales. Describe any major existing sales contracts.

The Company has no major existing sales contracts, nor does it have any
customers. Its subsidiary, Kavil University Limited, has enrolled its first
students.

Assuming the Maximum is sold, four hundred and fifty thousand dollars ($450,000)
of the proceeds of this Offering have been allocated for marketing over the next
twenty-four months (see 'Use of Proceeds' below).
The $450,000 will be used as follows:

o $100,000 as a grant to a research team to attempt cloning the Huia

o $270,000 to the public relations firm retained by the Company ($8,000
per month plus special projects)

o $80,000 for advertising in print media and over the Internet.

The basis of our marketing strategy will be our product - university level
courses that are of high quality and interest to its students. Our focus in the
next two years will be on the development of such courses in the areas of law,
medicine, commerce, liberal arts and sciences. Our Company is currently in a
'pre-marketing' phase as it does not have product. Our marketing budget is
designed to raise our profile and to ensure that 'cyberuni' is perceived
appropriately.

Once we have generated interest through our marketing strategies, we will then
aim to develop personal relationships with brick and mortar institutions that
might benefit from adding some of our courses to the curriculum they offer.

Our subsidiary, Kavil University Limited, will advertise for students and seek
accreditation as a tertiary education provider in various jurisdictions, so that
its students will be eligible for government support. Until accreditation is
achieved, it is anticipated that the majority of students at Kavil University
Ltd. will have their fees paid through scholarships. Obtaining funding for these
scholarships will be a major focus for Kavil University Limited as courses and
qualifications become available from cyberuni.org, inc.

Branding is essential to the marketing strategy of our Company. We have
negotiated a contract with a public relations firm to assist with this branding.
We intend to host regular academic conferences on issues of public interest. One
effect of these should be to raise our profile both within the academic
community and with the general public.

<PAGE>

The establishment of the 'cyberuni' brand should:

o make it easier for us to attract faculty

o assist in the sale of naming rights

o accelerate the growth in student numbers

A portion of the proceeds of this offering will be used to develop the campus
web site, with the aim of making this both a popular and sticky educational
portal. Discussion groups, chat rooms, and guests are obvious additions. (See
"Use of Proceeds" below)

(e) State the backlog of written firm orders for products and/or services as of
a recent date within the last 90 days) and compare it with the backlog of a year
ago from that date.

There are no written firm orders for products and/or services. Our Company is a
start-up company and it did not exist a year ago.

(f) State the number of the Company's present employees and the number of
employees it anticipates it will have within the next 12 months. Also, indicate
the number by type of employee (i.e., clerical, operations, administrative,
etc.) the Company will use, whether or not any of them are subject to collective
bargaining agreements, and the expiration date(s) of any collective bargaining
agreement(s). If the Company's employees are on strike, or have been in the past
three years, or are threatening to strike, describe the dispute. Indicate any
supplemental benefits or incentive arrangements the Company has or will have
with its employees.

We employ four full-time and five part-time staff. The part-time staff are all
employed in operational tasks - preparing materials for the accreditation
process or preparing submitted course and assessment materials for the world
wide web.

Over the next twelve months, we may increase our staff, perhaps to as many as
twenty full-time equivalents, although the intention is to contract out as much
of the work involved in preparing course and assessment materials for use on the
Internet as possible.

No employees are subject to collective bargaining agreements, nor are there any
strike threats.

(g) Describe generally the principal properties (such as real estate, plant and
equipment, patents, etc.) that the Company owns, indicating also what properties
it leases and a summary of the terms under those leases, including the amount of
payments, expiration dates and the terms of any renewal options. Indicate what
properties the Company intends to acquire in the immediate future, the cost of
such acquisitions and the sources of financing it expects to use in obtaining
these properties, whether by purchase, lease or otherwise.

We do not own any real estate, plant, equipment or patents. We leases office
space (1650 square feet) in Auckland, New Zealand for NZ$2,000 (approximately
US$1,000) per month.

<PAGE>

This lease expires in March 2000. We pay NZ$500 per month for part-time clerical
services and virtual use of a shared office in San Francisco. If this offering
is successful we will expand our San Francisco presence, leasing office space
(estimated to be US$3,000 per month) and perhaps moving our web server to
California.

(h) Indicate the extent to which the Company's operations depend or are expected
to depend upon patents, copyrights, trade secrets, know-how or other proprietary
information and the steps undertaken to secure and protect this intellectual
property, including any use of confidentiality agreements,
covenants-not-to-compete and the like. Summarize the principal terms and
expiration dates of any significant license agreements. Indicate the amounts
expended by the Company for research and development during the last fiscal
year, the amount expected to be spent this year and what percentage of revenues
research and development expenditures were for the last fiscal Year.

Our operations will not depend upon patents, copyrights, trade secrets, know-how
or other proprietary information. Our product is publicly available knowledge.
Assuming the Maximum is sold, we have allocated $300,000 of the proceeds of this
offering (see 'use of proceeds' below) to the development of our web-site and
infra-structure. A major focus of this will be the development of tools for the
electronic assessment of students. Our operations will depend on the success of
its electronic assessment of its students as these tools will be central to the
moderation of grades awarded by different human assessors. We have no
confidentiality agreements, no covenants-not-to-compete, and no patents.

We have applied for trademark protection of 'cyberuni' in Australia and New
Zealand.

(i) If the Company's business, products, or properties are subject to material
regulation (including environmental regulation) by federal, state, or local
governmental agencies, indicate the nature and extent of regulation and its
effects or potential effects upon the Company.

We are subject to the Education Law requirements of those jurisdictions in which
our courses are offered (initially, Australia, California, and New Zealand)
There are dual obligations to provide accredited courses and to meet various
requirements for registration as a provider. Accreditation of courses is a major
hurdle. There are some points in our favor. Our course providers (who are and
will be faculty or senior students of established universities) use standard
university courses provided by existing reputable brick and mortar institutions
as a starting point and cyberuni courses have clear educational objectives that
encourage the development of intellectual independence.

Registration as a provider may be more difficult, in light of the fact that the
current assessment criteria assume a brick and mortar learning environment.

<PAGE>

(j) State the names of any subsidiaries of the Company, their business purposes
and ownership, and indicate which are included in the Financial Statements
attached hereto. If not included, or if included but not consolidated, please
explain.

Kavil University Limited, an international company incorporated in the Republic
of Vanuatu, is a subsidiary of cyberuni.org, inc. It was established by a legal
firm in the Republic of Vanuatu in January 1999 for the purpose of owning and
operating an Internet based campus. All the shares of Kavil University Limited
are now beneficially owned by our Company. The beneficial ownership of the
shares of Kavil University Limited was purchased by us for $5,000 in March 1999.
Kavil University Limited owns and operates 'cyberuni' an Internet based
university level campus that can be visited at http://www.cyberuni.vu The
accounts of Kavil University Limited are included in the Financial Statements
attached hereto.

(k) Summarize the material events in the development of the Company (including
any material mergers or acquisitions) during the past five years, or for
whatever lesser period the Company has been in existence. Discuss any pending or
anticipated mergers, acquisitions, spin-offs or recapitalizations. If the
Company has recently, undergone a stock split, stock dividend or
recapitalization in anticipation of this offering, describe (and adjust
historical per share figures elsewhere in this Offering Circular accordingly).

We were incorporated in California on March 2nd 1999.

In March 1999, we purchased the beneficial ownership of all the shares of Kavil
University Limited for $5,000. This had belonged to Dr. RM Cullen, a founder of
our Company.

In March 1999, 3,500,000 shares of common stock were issued to some of our
founders (Peter J Caccioppoli 1,000,000, George V Franich 1,500,000, Matthew
Gardiner-Hill Community Trust 1,000,000) for a total of $35,000 and 500,000
shares of common stock were issued to Kavil University Limited for $5,000.

On or about June 15, 1999, we sold 50,000 shares of its Series A Convertible
Preferred Stock, $5.00 par value to Tertiary Providers Limited ("TPL") at the
offering price of $5.00 per share in exchange for the course materials for the
15 courses presently being offered by our Company. The sale of the Preferred
Stock to TPL was exempt from registration pursuant to Regulation S of the Act.
TPL is an international company incorporated in the Republic of Vanuatu. None of
the shareholders, directors, or affiliates of our Company is a shareholder,
director, or affiliate of TPL. None has any beneficial interest in TPL or in any
of the preferred shares of our Company that will pass to TPL in this offering.

Potential investors are encouraged to form their own opinion as to the costs of
developing prototype courses suitable for use in Internet based learning.

<PAGE>

4. (a) If the Company was not profitable during its last fiscal year, list below
in chronological order the events which in management's opinion must or should
occur or the milestones which in management's opinion the Company must or should
reach in order for the Company to become profitable, and indicate the expected
manner of occurrence or the expected method by which the Company will achieve
the milestones.

<TABLE>
We anticipate that our Company will be profitable in the next twenty-four
months. However, there is absolutely no guarantee that we will ever be
profitable. The commencement and extent of future income streams cannot be
predicted with any degree of objectivity. Please note that the timetable below
is from the date on which we raise a Minimum of $1,000,000.

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
MILESTONE EXPECTED IN NOTE MANNER OF OCCURRENCE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
the establishment of scholarships 6-12 months (1) direct approaches by sales team
- ------------------------------------------------------------------------------------------------------------------------
the sale of naming rights to the university, to
institutes in the university, and to professorial 12-18 months (1) direct approaches by sales team
chairs
- ------------------------------------------------------------------------------------------------------------------------
Accreditation of some courses 18 months (2) application to accrediting agencies
- ------------------------------------------------------------------------------------------------------------------------
100 faculty, 75% of whom have a doctorate level 24 months word of mouth, selection
degree
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

1. Prior to accreditation, Kavil University Limited will attempt to generate
cash flow by:

o the sale of naming rights to the university, to institutes in the
university, and to professonial chairs

o encouraging the establishment of scholarships

o attracting full fee paying students

2. A key milestone for long term growth and profitability is accreditation in
each of the jurisdictions in which we will operate initially (Australia,
California, and New Zealand). Accreditation of courses and qualifications can
occur on a 'one at a time' basis. Once accreditation of a course has been
achieved, cyberuni.org, inc. can begin marketing the course to regional brick
and mortar institutions. This should occur within eighteen months of receipt of
the Minimum proceeds from this offering.

<PAGE>

(b) State the probable consequences to the Company of delays in achieving each
of the events or milestones within the above time schedule, and particularly the
effect of any delays upon the Company's liquidity in view of the Company's then
anticipated level of operating costs. (See Question Nos. 11 and 12)

We need to reach our critical mass - 500 papers is a reasonable estimate of
this. We will then have the product range to offer the provincial brick and
mortar institutions that will be our principal customers. We, however, plan to
begin marketing our courses to brick and mortar institutions once an individual
course has received accreditation. If academicians are enthusiastic in their
response to our company, then we will be confident that we can reach that number
before we need to raise more capital. However, although our aim is to use the
proceeds from this Offering to finance our growth until the 500 papers, 100
faculty, 1,000 students threshold, the reality is that if these targets cannot
be achieved within thirty-six months another round of financing may still be
needed at that time, on whatever terms the we can achieve.

Note: After reviewing the nature and timing of each event or milestone,
potential investors should reflect upon whether achievement of each within the
estimated time frame is realistic and should assess the consequences of delays
or failure of achievement in making an investment decision.

OFFERING PRICE FACTORS

If the securities offered are common stock, or are exercisable for or
convertible into common stock, the following factors may be relevant to the
price at which the securities are being offered.

5. What were net after-tax earnings for the last fiscal year?

This is the first year of operations for the Company and so it has not had any
earnings to date.

6. If the Company had profits, show offering price as a multiple of earnings.

Not applicable.

7. (a) What is the net tangible book value of the Company? (If deficit, show in
parenthesis.) For this purpose, net tangible book value means total assets
(exclusive of copyright, patents, goodwill, research and development costs and
similar intangible items) minus total liabilities.

The (consolidated) Company had net tangible book value per share of (.00526)
cents per share on July 31, 1999 (see Financial Statements Exhibit 1, attached).

If the net tangible book value per share is substantially less than this
offering (or exercise or conversion) price per share, explain the reasons for
the variation.

<PAGE>

The Company is offering for sale 1,000,000 shares of its Series A Convertible
Preferred Stock (the "Series A Preferred Stock"). As such, the holders of the
Series A Preferred will have a preference on the liquidation of the Company in
the amount of $5.00.

The offering price bears no relationship to any objective criteria of value. The
price does not bear any relationship to the assets, book value, historical
earnings, or net prospects (if any) for similar companies. It is similarly
unrelated to the previous experience of management, the Company's anticipated
results of operations, or the present financial resources of the Company.

The Company has laid the basis for its growth, and has set a price for this
offering that it believes the market will stand, given the balance between the
high risk of the investment and the opportunities for growth.

(b) State the dates on which the Company sold or otherwise issued securities
during the last 12 months, the amount of such securities sold, the number of
persons to whom they were sold, and relationship of such persons to the Company
at the time of sale, the price at which they were sold and, if not sold for
cash, a concise description of the consideration. (Exclude bank debt.)

<TABLE>
We were incorporated on March 2, 1999. We have issued four million (4,000,000)
shares of its Common Stock in the previous twelve months. We have also sold
50,000 shares of its Series A Convertible Preferred Stock, $5.00 par value to
Tertiary Providers Limited ("TPL") at the offering price of $5.00 per share
within the last 12 months. The following table sets forth the information
relating to all securities issued by our Company within one year prior to the
filing of this Form SB-1:

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Name Date Acquired Number of Shares(1) Consideration Total Shares Owned
as of 7/01/99
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George Vidak Franich March 2,1999 1,500,000 Cash 1,500,000
- -----------------------------------------------------------------------------------------------------------------------
Peter Joseph Caccioppoli March 2,1999 1,000,000 Cash 1,000,000
- -----------------------------------------------------------------------------------------------------------------------
Matthew Gardiner-Hill March 2,1999 1,000,000 Cash 1,000,000
Community Trust(2)
- -----------------------------------------------------------------------------------------------------------------------
Kavil University Ltd March 2, 1999 500,000 Cash 500,000
- -----------------------------------------------------------------------------------------------------------------------
Tertiary Providers June 15, 1999 50,000 50,000
Limited
- -----------------------------------------------------------------------------------------------------------------------

<FN>
- --------

(1) All of the shares of Common Stock purchased within the last one year period
were bought at the price of $0.01 per share. The shares of Preferred Stock sold
to TPL were sold at the offering price of $5.00 per share.

(2) Peter Joseph Caccioppoli, George Vidak Franich and Dr. Rhys Michael Cullen
are the trustees, Dr. R M Cullen is the chairman of the Trust.
</FN>
</TABLE>

<PAGE>

All outstanding shares of Common Stock were issued in March 1999 in a private
placement exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended, and section 25102(f) of the California Corporations
Code. The sale of the Preferred Stock to TPL was exempt from registration
pursuant to Regulation S of the Act.

8. (a) What percentage of the outstanding shares of the Company will the
investors in this offering have? Assume exercise of outstanding options,
warrants or rights and conversion of convertible securities, if the respective
exercise or conversion prices are at or less than the offering price. Also
assume exercise of any options, warrants or rights and conversions of any
convertible securities offered in this offering.

If the maximum of one million (1,000,000) shares is sold, investors in this
offering will have 19.8% of the outstanding shares of the Company.

If the minimum of one hundred twenty thousand (200,000) shares is sold,
investors in this offering will have 2.9% of the outstanding shares of the
Company.

(b) What post-offering value is management implicitly attributing to the entire
Company by establishing the price per security set forth on the cover page (or
exercise or conversion price if common stock is not offered)? (Total outstanding
shares after offering times offering price, or exercise or conversion price if
common stock is not offered.)

If the maximum is sold: $25,250,000
If the minimum is sold: $20,850,000

There are no outstanding convertible securities, options, or rights.

Note: After reviewing the above, potential investors should consider whether or
not the offering price for the securities is appropriate at the present stage of
the Company's development.

<PAGE>

USE OF PROCEEDS

<TABLE>
9. (a) The following table sets forth the use of the proceeds from this
offering:

The Company must reach the Minimum of $600,000 before it can use the proceeds of
this offering.

<CAPTION>
------------------------------------------ ---------------------------------------------
MINIMUM MAXIMUM
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
TOTAL PROCEEDS 600,000 5,000,000
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Less Offering Expenses
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Legal & Accounting 50,000 8.5% 250,000 5%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Copying & Advertising 30,000 5% 80,000 1.6%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
NET PROCEEDS FROM OFFERING 520,000 86.5% 4,670,000 93.4%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Use of Net Proceeds
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Purchase of Course 50,000 8.5% 1,200,000 24%
Materials (1)
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Accreditation (2) 10,000 2% 150,000 3%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Develop Web Site and 50,000 8.5% 300,000 6%
Infrastructure (3)
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Leases (4) 30,000 5% 100,000 2%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Marketing (5) 20,000 3% 370,000 7.4%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Salaries
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
- - Administration (6) 200,000 33% 1,000,000 20
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
- - Faculty (7) 50,000 8.5% 450,000 9%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
- - Sales (8) 30,000 5% 200,000 4%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Travel (9) 40,000 7% 200,000 4%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Utilities 20,000 3% 100,000 2%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Working Capital 20,000 3% 600,000 12%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
TOTAL USE OF NET PROCEEDS 600,000 100% 5,000,000 100%
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
</TABLE>

<PAGE>

NOTES TO USE OF PROCEEDS SECTION

1. If only the Minimum is achieved then the Company will seek to acquire courses
by means other than purchasing them for cash. It might, for example, offer to
pay providers a set proportion of the enrollment fees from each of the first 100
students that enroll in a course.

2. This is an estimate only of the costs of accrediting courses and
qualifications, not 'Kavil University Ltd.', in Australia, California, and New
Zealand.

3. The Company is looking to develop a computer grading program for the
assessment materials and the database support for managing students' academic
progress and records.

4. Office Space

5. The objective is to develop the 'cyberuni' profile and brand image in our
target markets. In the event the Maximum is sold the proceeds will be used as
follows:

o $100,000 as a grant to a research team to attempt cloning the Huia

o $270,000 to the public relations firm hired by the Company ($8,000 per
month for 24 months plus special projects)

o In the event only the Minimum is raised, the major expense here will be
the public relations firm at $8,000 per month

6. Administration at this stage of the Company's development is a coordination
and recruitment function.

7. The Company needs to recruit suitably qualified faculty. Initially these will
be part-time positions.

8. By the end of 2000, the Company expects to have product to offer brick and
mortar institutions

9. Air fares and accommodation between Australasia and the United States with
some development of relationships in Europe, Asia, and Africa.

(b) If there is no minimum amount of proceeds that must be raised before the
Company may use the proceeds of this offering, describe the order of priority in
which the proceeds set forth above in the column "If Maximum Sold" will be used.

Not Applicable. The Company must raise the Minimum of $600,000 prior to using
the proceeds from this Offering.

Note: After reviewing the portion of the offering allocated to the payment of
offering expenses, and to the immediate payment to management and promoters of
any fees, reimbursements, past salaries or similar payments, a potential
investor should consider

<PAGE>

whether the remaining portion of his investment, which would be that part
available for future development of the Company's business and operations, would
be adequate.

10. (a) If material amounts of funds from sources other than this offering are
to be used in conjunction with the proceeds from this offering, state the
amounts and sources of such other funds, and whether funds are firm or
contingent. If contingent. explain.

No material amounts of funds from sources other than this offering are to be
used in conjunction with the proceeds from this offering

(b) If any material part of the proceeds is to be used to discharge
indebtedness, describe the terms of such indebtedness, including interest rates.
If the indebtedness to be discharged was incurred within the current or previous
fiscal year describe the use of proceeds of such indebtedness.

Not Applicable.

(c) If any material amount of proceeds is to be used to acquire assets other
than in the ordinary course of business briefly describe and state the cost of
the assets and other material terms of the acquisitions. If the assets are to be
acquired from officers, directors, employees or principal stockholders of the
Company or their associates, give the names of the persons from whom the assets
are to be acquired and set forth the cost to the Company, the method followed in
determining the cost, and any profit to such persons.

No material amount of proceeds is to be used to acquire assets other than in the
ordinary course of business

(d) If any amount of the proceeds is to be used to reimburse any officer,
director, employee or stockholder for services already rendered, assets
previously transferred, or monies loaned or advanced, or otherwise, explain:

None of the proceeds is to be used to reimburse any officer, director, employee
or stockholder for services already rendered, assets previously transferred, or
monies loaned or advanced.

11. Indicate whether the Company is having or anticipates having within the next
12 months any cash flow or liquidity problems and whether or not it is in
default or in breach of any note, loan, lease or other indebtedness or financing
arrangement requiring the Company to make payments. Indicate if a significant
amount of the Company's trade payables have not been paid within the stated
trade term. State whether the Company is subject to any unsatisfied judgments,
liens or settlement obligations and the amounts thereof.
Indicate the Company's plans to resolve any such problems.

The Company is not having nor does it anticipate having within the next 12
months any cash flow or liquidity problems. It is not in default or in breach of
any note, loan, lease or other indebtedness or financing arrangement requiring
the Company to make payments. The

<PAGE>

Company has no outstanding trade payables. The Company is not subject to any
unsatisfied judgments, liens or settlement obligations.

12. Indicate whether proceeds from this offering will satisfy the Company's cash
requirements for the next 12 months, and whether it will be necessary to raise
additional funds. State the source of additional funds, if known.

Proceeds from this offering will satisfy the Company's cash requirements for the
next 12 months

CAPITALIZATION

13. Indicate the capitalization of the company as of the most recent balance
sheet date (adjusted to reflect any subsequent stock splits, stock dividends,
recapitalizations or refinancings) as adjusted to reflect the sale of the
minimum and maximum amount of securities in this offering and the use of the net
proceeds therefrom.

<TABLE>
The following table sets forth the existing capitalization of the Company
and the pro forma capitalization as adjusted after giving effect to the issuance
at closing of 750,000 shares of common stock offered in this placement:

<CAPTION>
July 31 Pro Forma
1999 As of July 31, 1999
---- -------------------
<S> <C> <C>
Indebtedness:
Long-term indebtedness ........................ $0.00 $0.00
Stockholders' Equity:
Preferred Stock, 5,000,000 shares authorized: $250,000 $5,250,000
Common Stock, no par value per share,
50,000,000 shares authorized:
4,000,000 issued and outstanding $40,000 (1) $40,000

Accumulated Deficit .................................... ($78,847) ($78,847)

Total Stockholders' Equity ............................. $211,153 $5,211,153
</TABLE>

<PAGE>

DESCRIPTION OF SECURITIES

14. The securities being offered hereby are:

Series A Convertible Preferred Stock, $5.00 Par Value.

15. These securities have:

Yes No
[X] [ ] Cumulative voting rights
[ ] [X] Other special voting rights
[ ] [X] Preemptive rights to purchase in new issues of shares
[ ] [X] Preference as to dividends or interest
[X] [ ] Preference upon liquidation
[ ] [X] Other special rights or preferences

16. Are the securities convertible?

Yes, the shares of Series A Convertible Preferred Stock, $5.00 Par Value, are
convertible into shares of Common Stock upon the occurrence of certain events.
See Series A Convertible Preferred Stock, $5.00 Par Value Certificate of
Determination, attached hereto.

17. If securities are notes or other types of debt securities:

The securities are not notes or other types of debt securities.

18. If securities are Preference or Preferred stock:

Are unpaid dividends cumulative? [ ] Yes [X] No
Are securities callable? [ ] Yes [X] No

Note: Attach to this Offering Circular copies or a summary of the charter,
bylaw, or contractual provision or document that gives rise to the rights of the
Preferred or Preference Stock, notes or other securities being offered.

19. If securities are capital stock of any type, indicate restrictions on
dividends under loan or other financing arrangements or otherwise:

There are no restrictions on dividends under loan or other financing
arrangements or otherwise.

20. Current amount of assets available for payment of dividends. If deficit must
be first made up, show deficit in parentheses.

No assets are currently available for the payment of dividends.

<PAGE>

PLAN OF DISTRIBUTION

21. The selling agents (that is, the persons selling the securities as agent for
the Company for a commission or other compensation) in this offering are:

There are no selling agents in this offering. The Company, however, reserves the
right to engage selling agents in the future.

22. Describe any compensation to selling agents or finders, including cash,
securities, contracts or other consideration, in addition to the cash commission
set forth as a percent of the offering price on the cover page of this Offering
Circular. Also indicate whether the Company will indemnify the selling agents or
finders against liabilities under the securities laws. ("Finders" are persons
who for compensation act as intermediaries in obtaining selling agents or
otherwise making introductions in furtherance of this offering.)

Not Applicable.

23. Describe any material relationships between any of the selling agents or
finders and the Company or its management.

There are no selling agents or finders.

Note: After reviewing the amount of compensation to the selling agents or
finders for selling the securities, and the nature of any relationship between
the selling agents or finders and the Company, a potential investor should
assess the extent to which it may be inappropriate to rely upon any
recommendation by the selling agents or finders to buy the securities.

24. If this offering is not being made through selling agents, the names of
persons at the Company through which this offering is being made:

George Franich
cyberuni.org, inc.
580 California Street, Suite 500
San Francisco, CA 94104
P: (415) 283.3259
F: (415) 283.3301

25. If this offering is limited to a special group, such as employees of the
Company, or is limited to a certain number of individuals (as required to
qualify under Subchapter 5 of the. Internal Revenue Code) or is subject to any
other limitations, describe the limitations and any restrictions on resale that
apply:

For investors residing in the State of California, if the aggregate purchase
price of all shares purchased by that investor during the 12 months preceding
the proposed sale, including the

<PAGE>

proposed sale, is in excess of $2,500, the investor must warrant that:

o He/she with his/her spouse has a minimum net worth* of at least
$250,000 and had a minimum gross income of $65,000 during the last tax
year and will have (based on a good faith estimate) minimum gross
income of $65,000 during the current tax year; or

o He/she with his/her spouse has a minimum net worth* of $500,000; AND

o In either case the aggregate purchase price of all such shares
referenced above does not exceed 10% of his/her net worth.*

26. (a) Name, address and telephone number of independent bank or savings and
loan association or other similar depository institution acting as escrow agent
if proceeds are escrowed until minimum proceeds are raised:

The Pacific Bank, N.A.
100 Montgomery Street
San Francisco, CA 94104
Attention: Trust Division
Tel. No.: (415) 576-2586
Fax No.: (415) 398-0961

The Pacific Bank, National Association is acting only as an Escrow Holder in
connection with the Offering of securities described herein, and has not
endorsed, recommended or guaranteed the purchase, value or repayment of such
securities.

27. Explain the nature of any resale restrictions on presently outstanding
shares, and when those restrictions will terminate, if this can be determined:

All of the 4,000,000 shares of Common Stock issued prior to this public offering
were issued in reliance on the "private placement" exemption under the
Securities Act of 1933, as amended (the "Act"). Such shares will not be
available for sale in the open market without registration except in reliance
upon Rule 144 under the Act. In general, under Rule 144 a person (or persons
whose shares are aggregated) who has beneficially owned shares acquired in a
non-public transaction for at least one year, and who is not deemed to be an
"affiliate" of the Company, as that term is defined under the Act, would be
entitled to sell within any three month period, a number of shares that does not
exceed the greater or 1% of the then outstanding shares of Common Stock, or the
average weekly reported trading volume on all national securities exchanges
through NASDAQ during the four calendar weeks preceding such sale, provided that
certain current

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

* Net worth for purposes hereof exclues all equity and interests in the
investor's personal residence, automobiles and furnishings.

<PAGE>

public information is then available. In March of 2001, all of the shares of
Common Stock acquired by the initial shareholders may be eligible for public
sale under Rule 144 subject to the foregoing restrictions. If a substantial
number of the shares owned by the initial shareholders were sold pursuant to
Rule 144 or registered offering, the market price of the Common Stock could be
adversely affected. The Company sold 50,000 shares of Series A Preferred Stock
to TPL pursuant to an exemption from registration pursuant to Regulation S of
the Act. Securities that are acquired overseas pursuant to Regulation S, may be
resold in the United States only if they are registered under the Act or if an
exemption from registration is available.

Note: Equity investors should be aware that unless the Company is able to
complete a further public offering or the Company is able to be sold for cash or
merged with a public company that their investment in the Company may be
illiquid indefinitely.

DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS

28. If the Company has within the last five years paid dividends, made
distributions upon its stock or redeemed any securities, explain how much and
when:

The Company was incorporated on March 2, 1999 and has not paid dividends, made
distributions upon its stock or redeemed any securities since then.

OFFICERS AND KEY PERSONNEL OF THE COMPANY

29. Chief Executive Officer:

Name: George Franich
Age: 32
Office Street Address: 580 California Street, Suite 500, San Francisco, CA 94104
Telephone No. 415.283.3259

Name of employers, titles and dates of positions held during past five years
with an indication of job responsibilities.

Goodman Fielder Milling and Baking (NZ) Ltd. 1995-1999
financial controller (baking) 1999, previously group accountant (baking)
job responsibilities include: consolidation of financial reports (management and
statutory) including current tax and cash flow statements; tax compliance;
consolidation of budgets; daily cash flows; budgetary planning. Presently
responsible for a budget of US$120,000,000. The parent company is listed on both
the Australian and New Zealand stock exchanges.

Prior to accepting a position with Goodman Fielder, George Franich was
accountant and factory manager for 'Kliktube' a private company that
manufactured plastic fittings with an annual turnover of approximately 1 million
dollars.

<PAGE>

His first job as an accountant was with business services, Peat Marwick (now
KPMG). George Franich left Peat Marwick for the position at Kliktube.

Since 1988 George Franich had been treasurer of the Central United Football
Club, presently New Zealand's leading soccer club.

Education (degrees, schools, and dates):

B.Comm (Auckland) 1991
George Franich is also a Director of the Company

30. Chief Operating Officer:

Name: Peter Caccioppoli
Age: 20
Office Street Address: 90 Symonds St.,
Peter Caccioppoli level 2 Auckland, New Zealand
Telephone No. +64-9-3093387

Name of employers, titles and dates of positions held during past five years
with an indication of job responsibilities.

First job since leaving school

Education (degrees, schools, and dates): No degrees

Peter Caccioppoli is also a Director of the Company
Peter Caccioppoli anticipates that a Californian will be recruited to the
position of chief operating officer when this offering closes.

31. Chief Financial Officer.

Name: George Franich
Age: 32
Office Street Address: 580 California Street, Suite 500, San Francisco, CA 94104
Telephone No. 415.283.3259

Name of employers, titles and dates of positions held during past five years
with an indication of job responsibilities.
see above (Chief Executive Officer)

Education (degrees, schools, and dates):
B.Comm (Auckland) 1991
George Franich is also a Director of the Company

<PAGE>

32. Other Key Personnel

Name: Rhys Michael Cullen
Age: 38
Office Street Address: 90 Symonds St., level 2, Auckland, New Zealand
Telephone No. +64-9-3093387

Name of employers, titles and dates of positions held during past five years
with an indication of job responsibilities.

self-employed as a medical practitioner since 1987
research fellow, Department of Mathematics, Auckland University, since November
1998 Active researcher in family medicine.

For the last five years Dr. Cullen has been chairman of the Matthew
Gardiner-Hill Community Trust, a not for profit organization (incorporated under
the New Zealand Charitable Trusts Act 1957) that provides tertiary education
scholarships, and secondary school bursaries, and funds teacher sabbaticals. The
trust has developed a close relationship with Hastings Boys High School. Dr.
Cullen is an old boy of this school and was dux in 1978.

Education (degrees, schools, and dates):

Master of Family Medicine (Monash University) 1999 Diploma of Professional
Ethics (Auckland University) 1999 Bachelor of Arts (Auckland University) 1998
senior prize in philosophy Master of Science (Auckland University) 1996 senior
prize in mathematics Diploma of Statistics (Auckland University) 1992 Bachelor
of Medicine, Bachelor of Surgery (Auckland University) 1985

RM Cullen is not a director of the Company, and will work full-time on Company
matters.

33. Number of Directors.

The Bylaws allow up to five directors. At present there are three.

34. Information Concerning outside or other directors.

A. Name: Anthony Peter Franich
Age: 24
Office Street Address: 90 Symonds St., level 2 Auckland, New Zealand
Telephone No. +64-9-3093387

Name of employers, titles and dates of positions held during past five years
with an

<PAGE>

indication of job responsibilities.

For the last two years, since graduating, Anthony Franich has been travelling in
Europe.

Education (degrees, schools, and dates):
Bachelor of Business Studies, major in tourism (Massey University) 1996

35 (a) Have any of the Officers or Directors ever worked for or managed a
company (including a separate subsidiary or division of a larger enterprise) in
the same business as the Company?

No.

(b) If any of the Officers, Directors or other key personnel have ever worked
for or managed a company in the same business or industry as the Company or in a
related business or industry, describe what precautions, if any, (including the
obtaining of releases or consents from prior employers) have been taken to
preclude claims by prior employers for conversion or theft of trade secrets,
know-how or other proprietary information.

None of the Officers, Directors or other key personnel have ever worked for or
managed a company in the same business or industry as the Company

(c) If the Company has never conducted operations or is otherwise in the
development stage, indicate whether any of the Officers or Directors has ever
managed any other company in the start-up or development stage and describe the
circumstances. including relevant dates.

None of the Officers or Directors has ever managed any other company in the
start-up or development stage.

(d) If any of the Company's key personnel are not employees but are consultants
or other independent contractors, state the details of their engagement by the
Company.

Since November 1999 the company has paid $10,000 per month for Dr Cullen's
services to a family trust incorporated in the Republic of Vanuatu. This amount
will increase in November 2000 but the service contract has not yet been finally
negotiated.

(e) If the Company has key man life insurance policies on any of its Officers,
Directors or key personnel, explain, including the names of the persons insured,
the amount of insurance, whether the insurance proceeds are payable to the
Company and whether there are arrangements that require the proceeds to be used
to redeem securities or pay benefits to the estate of the insured person or a
surviving spouse.

The Company does not have key man life insurance policies on any of its
Officers, Directors or key personnel.

<PAGE>

36. If a petition under the Bankruptcy Act or any State insolvency law was filed
by or against the Company or its Officers, Directors or other key personnel, or
a receiver, fiscal agent or similar officer was appointed by a court for the
business or property of any such persons, or any partnership in which any of
such persons was a general partner at or within the past five years, or any
corporation or business association of which any such person was an executive
officer at or within the past five years, set forth below the name of such
persons, and the nature and date of such actions.

No petition under the Bankruptcy Act or any State insolvency law has been filed
by or against the Company or its Officers, Directors or other key personnel and
no receiver, fiscal agent or similar officer has been appointed by a court for
the business or property of any such persons, or any partnership in which any of
such persons was a general partner at or within the past five years, or any
corporation or business association of which any such person was an executive
officer at or within the past five years.

Note: After reviewing the information concerning the background of the Company's
0fficer, Directors and other key personnel, potential investors should consider
whether or not these persons have adequate background and experience to develop
and operate this Company and to make it successful. In this regard, the
experience and ability of management are often considered the most significant
factors in the success of a business.

PRINCIPAL STOCKHOLDERS

<PAGE>

<TABLE>
37. Principal owners of the Company (those who beneficially own directly or
indirectly 10% or more of the common and preferred stock presently outstanding)
starting with the largest common stockholder. Include separately all common
stock issuable upon conversion of convertible securities (identifying them by
asterisk) and show average price per share as if conversion has occurred.
Indicate by footnote if the price paid was for a consideration other than cash
and the nature of any such consideration.

<CAPTION>
- ---------------------------- ------------- ---------------------- ------------- ----------------------- --------------
Class of Shares Average No. of Shares Now % of Total N. of Shares After % of Total
Price per Held Offering if All
Share Securities Sold
- ---------------------------- ------------- ---------------------- ------------- ----------------------- --------------
<S> <C> <C> <C> <C> <C>
Common $0.01 1,500,000 37.0% 1,500,000 29.7%

Mr. George Vidak
Franich
130A Cliff View Drive
Green Bay
Auckland
New Zealand

- ---------------------------- ------------- ---------------------- ------------- ----------------------- --------------
Common $0.01 1,000,000 24.7% 1,000,000 19.8%

Mr. Peter Joseph
Caccioppoli
Business Address
90 Symonds St., level 2
Auckland
New Zealand
- ---------------------------- ------------- ---------------------- ------------- ----------------------- --------------
Common $0.01 1,000,000 24.7% 1,000,000 19.8%

Matthew Gardiner-Hill
Community Trust (1)
Business Address
90 Symonds St., level 2
Auckland
New Zealand
- ---------------------------- ------------- ---------------------- ------------- ----------------------- --------------
Common $0.01 500,000 12.3% 500,000 9.9%

Kavil University Ltd.
2nd Floor, Raffea House
Kumul Highway
Port Vila
Vanuatu
- ---------------------------- ------------- ---------------------- ------------- ----------------------- --------------
</TABLE>

(1) The Matthew Gardiner-Hill Community Trust is a not for profit organization
(incorporated under the New Zealand Charitable Trusts Act 1957) that provides
tertiary education scholarships, and high school bursaries, and funds teacher
sabbaticals. The trust has developed a close relationship with Hastings Boys
High School. Dr. RM Cullen is an old boy of this school and chairman of the
trust. Peter J Caccioppoli and George Vidak Franich are the other trustees.

38. Number of shares beneficially owned by Officers and Directors as a group:

<PAGE>

Before Offering: 3,500,000 shares (86.4% of total outstanding)

After Offering: 3,500,000 shares (86.4% of total outstanding)

a) Assuming minimum securities sold: 3,500,000 shares (82.4% of total
outstanding) b) Assuming maximum securities sold: 3,500,000 shares (69.3% of
total outstanding)

MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION

39. (a) If any of the Officers, Directors, key personnel or principal
stockholders are related by blood or marriage, please describe.

George and Anthony Franich are brothers.

(b) If the Company has made loans to or is doing business with any of its
Officers, Directors, key personnel or 10% stockholders, or any of their
relatives (or any entity controlled directly or indirectly by any such persons)
within the last two years, or proposes to do so within the future, explain.
(This includes sales or lease of goods. property or services to or from the
Company, employment or stock purchase contract., etc.) State the principal terms
of any significant loans, agreements, leases, financing or other arrangements.

The Company has not has made loans to nor is it doing business with any of its
Officers, Directors, key personnel or 10% stockholders, or any of their
relatives (or any entity controlled directly or indirectly by any such persons).

(c) If any of the Company's Officers, Directors, key personnel or 10%
stockholders has guaranteed or co-signed any of the Company's bank debt or other
obligations, including any indebtedness to be retired from the proceeds of this
offering. explain and state the amounts involved.

The sub-lease of the Company's offices in Auckland (NZ$2,000 per month, expiring
in March 2000) has been taken personally by Peter Caccioppoli.

40. (a) List all remuneration by the Company to Officers, Directors and key
personnel for the last fiscal Year:

<PAGE>

The Company was incorporated on March 2, 1999.
Peter Caccioppoli is paid USD24,000 per annum
Antony Franich is paid USD18,000 per annum
Since November 1999 the company has paid USD10,000 per month for Dr Cullen's
services. George Franich will commence working full time for the company from
January 2000 at an annual salary of USD90,000. Bonuses and benefits have not yet
been agreed No final contracts have been negotiated with any of the directors
and key personnel yet.

(b) If remuneration is expected to change, or has been unpaid in prior years,
explain

Substantial annual remuneration increases are planned for each of the next three
years for the directors and key personnel.

No employment agreements exist or are contemplated other than that with George
Franich, Anthony Franich, Peter Caccioppoli, and Rhys Michael Cullen (see
preceding paragraph)

41. (a) Number of shares subject to issuance under presently outstanding stock
purchase agreements, stock options, warrants or rights.

None.

(b) Number of common shares subject to issuance under existing stock purchase or
option plans but not yet covered by outstanding purchase agreements, options or
warrants.

None.

(c) Describe the extent to which future stock purchase agreements, stock
options, warrants or rights must be approved by shareholders.

The Internal Revenue Code and the California Corporations Code does require
shareholder approval of certain actions. Potential investors are referred to
Section 310 and of the Code and Subarticle 4 of the California Code of
Regulations.

42. If the business is highly dependent on the services of certain key
personnel, describe any arrangements to assure that these persons will remain
with the Company and not

<PAGE>

compete upon any termination:

No such arrangements have been made.

Note: After reviewing the above, potential investors should consider whether or
not the compensation to management and other key personnel directly or
indirectly, is reasonable in view of the present stage of the Company's
development.

LITIGATION

43. Describe any past, pending or threatened litigation or administrative action
which has had or may have a material effect upon the Company's business,
financial condition. or operations, including any litigation or action involving
the Company's Officers, Directors or other key personnel. State the names of the
principal parties, the nature and current status of the matters, and amounts
involved. Give an evaluation by management or counsel, to the extent feasible,
of the merits of the proceedings or litigation and the potential impact on the
Company's business, financial condition or operations.

There is no past, pending or threatened litigation or administrative action
which has had or may have a material effect upon the Company's business,
financial condition. or operations.

FEDERAL TAX ASPECTS

44. If the Company is an S corporation under the Internal Revenue Code of 1986
and it is anticipated that any significant tax benefits will be available to
investors in this offering.indicate the nature and amount of such anticipated
tax benefits and the material risks of their disallowance. Also, state the name,
address and telephone number of any tax advisor that has passed upon these tax
benefits. Attach any opinion or description of the tax consequences of an
investment in the securities by the tax advisor.

The Company is not an S corporation under the Internal Revenue Code of 1986

MISCELLANEOUS FACTORS

45. Describe any other material factors, either adverse or favorable, that will
or could affect the Company or its business (for example, discuss any defaults
under major contracts, any breach of bylaw provisions, etc.) or which are
necessary to make any other information in this Offering Circular not misleading
or incomplete.

The Company has a subsidiary, Kavil University Limited, domiciled in the
Republic of Vanuatu.

Kavil University Limited is intended to be a global institution. Incorporation
in California or Australia would have branded it as a regional one, in a way
that incorporation as an international company in Vanuatu does not. Moreover,
incorporation in Australia or New Zealand with a name that included the
protected word 'university' would not have begun the Company's

<PAGE>

relationship with accrediting agencies in the right way. Incorporation, using
the word 'university,' of a non-accredited institution in California would have
invited unwarranted comparisons with the mail order degree mills for which the
State is notorious.

The Internet-based campus does provide university level courses and will be a
true university campus. The use of 'university' in the Company's name sets
appropriate expectations.

FINANCIAL STATEMENTS

46. Provide the financial statements required by Part F/S of this Offering
Circular section of Form

Our financial statements are set forth on page F-1 of this offering circular.

MANAGEMENT'S DISCUSSION OF CERTAIN RELEVANT FACTORS

47. If the Company's financial statements show losses from operations, explain
the causes underlying these losses and what steps the Company has taken or is
taking to address these causes.

We are a start-up company formed in March of 1999. We have not started to
aggressively advertise our services.

48. Describe any trends in the Company's historical operating results. Indicate
any changes now occurring in the underlying economics of the industry or the
Company's business which, in the opinion of Management, will have significant
impact (either favorable or adverse) upon the Company's results of operations
within the next 12 months and give a rough estimate of the probable extent of
the impact, if possible.

Not Applicable. The Company is a start-up.

49. If the Company sells a product or products and has had significant sales
during its last fiscal year, state the existing gross margin (net sales less
cost of such sales as presented in accordance with generally accepted accounting
principles) as a percentage of sales for the last fiscal year. What is the
anticipated gross margin for the next year of operations? If this is expected to
change, explain. Also, if reasonably current gross margin figures are available
for the industry, indicate these figures and the source or sources from which
they are obtained.

Not Applicable. The Company is a start-up and has not had significant sales.

50. Foreign sales as a percent of total sales for last fiscal year. Domestic
government sales as a percent of total domestic sales for last fiscal year:
Explain the nature of these sales,

<PAGE>

including any anticipated changes:

Not Applicable. The Company is a start-up.

NOTIFICATION

Significant Parties

List the full names and business and residential addresses, as applicable,
for the following persons

(a) the issuer's directors;

Mr. Peter Joseph Caccioppoli
Business Address
90 Symonds St., level 2
Auckland
New Zealand

Mr. Anthony Peter Franich
30 Maple St.
Avondale
Auckland
New Zealand