INFINITE TECHNOLOGY GROUP LTD, S-1/A, 1999-11-23

INFINITE TECHNOLOGY GROUP LTD
S-1/A, 1999-11-23
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1999

REGISTRATION NO: 333-88737

________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

INFINITE TECHNOLOGY GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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<S> <C> <C>
NEW YORK 7379 11-3140209
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

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INFINITE TECHNOLOGY GROUP LTD.
77 JERICHO TURNPIKE
MINEOLA, NEW YORK 11501
(516) 877-1605
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

MARK DRESNER
CHAIRMAN OF THE BOARD
INFINITE TECHNOLOGY GROUP LTD.
77 JERICHO TURNPIKE
MINEOLA, NEW YORK 11501
(516) 877-1605
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE OF PROCESS)

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

COPIES OF COMMUNICATIONS TO:

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

<TABLE>
<S> <C>
CRAIG S. LIBSON, ESQ. KENNETH S. GOODWIN, ESQ.
PARKER DURYEE ROSOFF & HAFT, P.C. COLEMAN, RHINE & GOODWIN LLP
529 FIFTH AVENUE 750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10022
TELEPHONE: (212) 599-0500 TELEPHONE: (212) 317-8880
TELECOPIER: (212) 972-9487 TELECOPIER: (212) 317-1970
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 SAID SECTION 8(a),
MAY DETERMINE.

________________________________________________________________________________

<PAGE>

WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE
PERMITTED BY U.S. FEDERAL SECURITIES LAWS TO OFFER THESE SECURITIES USING THIS
PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM UNTIL THE
DOCUMENTATION FILED WITH THE SEC RELATING TO THESE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THAT WOULD NOT BE PERMITTED OR LEGAL.

SUBJECT TO COMPLETION, DATED NOVEMBER 23, 1999

PROSPECTUS

2,000,000 SHARES
[LOGO]
INFINITE TECHNOLOGY GROUP LTD.
COMMON STOCK

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

This is an initial public offering of common stock by Infinite Technology
Group Ltd. There is currently no public market for our common stock. We
anticipate that the initial public offering price will be between $9.50 and
$11.50 per share.

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

We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol 'ITGL.'

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

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<CAPTION>
PER SHARE TOTAL
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<S> <C> <C>
Initial public offering price............................... $ $
Underwriting discounts and commissions...................... $ $
Proceeds to Infinite Technology Group, before expenses...... $ $
</TABLE>

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Infinite Technology Group has granted the underwriter an option for a
period of 30 days to purchase up to 300,000 additional shares of common stock.

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

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE 'RISK FACTORS' BEGINNING ON PAGE 6.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

AUERBACH, POLLAK & RICHARDSON, INC.

, 1999

<PAGE>

TABLE OF CONTENTS

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PAGE
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---
Prospectus Summary.................... 3
Risk Factors.......................... 6
Forward-Looking Statements............ 12
Use of Proceeds....................... 12
Dividend Policy....................... 13
Capitalization........................ 14
Dilution.............................. 15
Selected Combined Financial Data...... 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 17
Business.............................. 22

<CAPTION>
PAGE
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Management............................ 30
Certain Transactions.................. 37
Principal Shareholders................ 39
Description of Capital Stock.......... 40
Shares Eligible for Future Sale....... 41
Underwriting.......................... 42
Legal Matters......................... 44
Experts............................... 45
Where You Can Find More Information... 45
Index to Combined Financial
Statements.......................... F-1
</TABLE>

<PAGE>

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this
prospectus. This summary may not contain all of the information that you should
consider before investing in our common stock. You should read the entire
prospectus carefully, including 'Risk Factors' and the financial statements,
before making an investment decision.

OUR COMPANY

OVERVIEW

Infinite Technology Group is a broad-based and versatile independent
supplier of information technology (IT) services. We are a full service provider
of Internet and e-commerce services that identifies, designs, builds, deploys
and maintains comprehensive solutions for major U.S. corporations and other
users of large-scale computing systems.

Our business strategy targets two primary areas:

Internet/e-commerce solution design and implementation, including hosting,
where a client's solution resides on our server, and maintenance of
interactive applications; and

Information technology systems integration, system maintenance and
hardware and software sales.

We originated in 1993 principally as a value-added reseller of computer
hardware systems and components. During the past three years we have shifted our
focus towards a services orientation by adding systems integration, maintenance
and on-site consulting services. The Internet and its effect on commerce and
communications has provided an opportunity for us to build on our skills and
experience to provide Internet architecture services.

We currently serve approximately 75 clients in the Northeast, primarily in
the New York metropolitan area. Our clients include 1-800-FLOWERS.com, Chase
Manhattan Bank, Citibank, StarMedia, Time Inc., CNN, Simon & Schuster, TIAA
CREF, The Bank of New York, and Compaq Computer. With our new data center
presence in the Washington, D.C. area, we expect to expand our business
significantly to clients in that area as well.

We combine an extensive understanding of Internet technologies, a proven
track record of systems integration and strategic relationships with major
technology manufacturers, such as SUN Microsystems and Compaq/Digital Equipment
Corporation. Our ability to provide not only the design and consulting services,
but also the configuration and integration of the system, the Internet access,
the Internet solution hosting, as well as the ongoing maintenance and support
services, permits us to offer our clients a long-term commitment and
relationship in which we assume full responsibility for the implementation and
continuing success of their Internet projects. We believe our ability to combine
an extensive array of products and services gives us a competitive advantage.
Our offerings include:

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Strategic consulting System/Network design
Internet access Systems integration
Hardware and software sales Creative design services
Internet protocol based application System support and maintenance
development Security and virtual private networks
</TABLE>

Our expansion and growth has come from applying our expertise and client
and supplier relationships to new business opportunities arising from the
changing information technology environment. Our goal is to continually grow and
expand our capabilities, revenue and profitability. We expect this growth to
come from internal expansion of our capacity and the increase in business
opportunities presented by our existing client base, as well as by acquisition
of complementary businesses which bring new capabilities and/or additional
customer bases.

The Internet projects we undertake generally fall into two categories:

'Internet-enable' existing 'brick and mortar' businesses. Creating an
Internet presence for clients to provide communication and/or e-commerce
capabilities for an existing business, by integrating existing 'legacy'
systems to function seamlessly with Internet based technologies.

<PAGE>

'Concept-to-commerce' services. Assessing the technical feasibility of
developing web-based and e-commerce businesses and designing and
implementing an infrastructure for the new business venture.

Our principal executive offices are located at 77 Jericho Turnpike,
Mineola, New York 11501, our telephone number is (516) 877-1605 and our Internet
website address is www.infinitetech.com. The information contained on our
Internet site is not part of this prospectus.

Concurrent with the closing of our initial public offering, Infinite
Technology Information Services, Inc., a corporation owned by members of our
management, will be merged into our Mercury Internet Services, Inc. subsidiary.
That transaction is referred to in this prospectus as the ITIS Merger and is
described in detail in 'Certain Transactions.' Information in this prospectus
gives effect to such merger as if it occurred prior to this offering.

THE OFFERING

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Common stock offered................ 2,000,000 shares
Common stock to be outstanding after
the offering...................... 8,000,000 shares
Use of proceeds..................... We plan to use the net proceeds of this offering to
repay bank debt, to acquire ITIS, to expand our
Internet data centers, to pay S corporation
distributions to our existing shareholders, to make a
loan to one of our officers, for possible acquisitions
of complementary businesses, and for working capital
and general corporate purposes.
Risk factors........................ The securities we are offering involve a high degree
of risk and immediate substantial dilution to new
investors and should not be purchased by investors who
cannot afford the loss of their entire investment. See
'Risk Factors' and 'Dilution.'
Proposed Nasdaq National Market
symbol............................ ITGL
</TABLE>

Unless stated otherwise, the information contained in this prospectus (1)
assumes that our common stock will be sold at $10.50 per share, and (2) assumes
that the underwriter's over-allotment option is not exercised.

<PAGE>

SUMMARY FINANCIAL DATA

The following table summarizes the combined financial data for our
business. You should read the following summary financial data together with
'Management's Discussion and Analysis of Financial Condition and Results of
Operations', and our Combined Financial Statements and the corresponding Notes,
beginning on page F-1 of this prospectus.

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<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------- -----------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales..................... $4,066 $16,837 $18,391 $22,906 $25,781 $18,757 $39,360
Operating income (loss)....... 789 69 328 (29) (177) (434) 2,988
Net income (loss)............. 789 68 281 (120) (354) (563) 2,733
Pro forma net income
(loss)(1)................... 434 37 153 (74) (242) (385) 1,503
Pro forma net income (loss)
per share:
Basic.................... $ .07 $ .01 $ .03 $ (.01) $ (.04) $ (.06) $ .24
Diluted.................. $ .07 $ .01 $ .03 $ (.01) $ (.04) $ (.06) $ .22
</TABLE>

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
---------------------------
PRO FORMA
ACTUAL AS ADJUSTED(2)
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(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 599 $10,019
Total assets................................................ 17,415 27,335
Short-term debt(3).......................................... 4,100 3,600
Long-term debt.............................................. 308 308
Total liabilities........................................... 13,614 9,814
Shareholders' equity........................................ 3,801 17,521
</TABLE>

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(1) For all periods presented, we were treated as an S corporation and were not
subject to income taxes. Pro forma net income (loss) reflects Federal, state
and local income taxes as if we had not elected S corporation status for
income tax purposes. Upon completion of this offering, our S corporation
status will terminate.

(2) The pro forma as adjusted balance sheet data reflects the net proceeds of
the offering, or $18.6 million after deducting underwriting discounts and
offering expenses; the $3.5 million of cash consideration to be paid in the
ITIS Merger; repayment of $3.8 million in bank borrowings; a loan of
$500,000 to Dr. Wolotsky; and the receipt of $5,000 each from Mr. Dresner
and Mr. McGowan in payment of notes receivable from them in connection with
their acquisition of ITIS common stock. Immediately following the closing of
this offering, we intend to make an S corporation distribution aggregating
approximately $1.4 million to Mr. Dresner and Mr. McGowan. This distribution
is reflected in the pro forma as adjusted balance sheet data as a reduction
of shareholders' equity.

(3) Since September 30, 1999, we have borrowed an additional $3.3 million
under our bank line of credit. The additional borrowings were used to pay
accounts payable. We are obligated to repay only the amount borrowed in
excess of $3.5 million at the time our initial public offering is completed.

<PAGE>

RISK FACTORS

Before you invest in our common stock, you should understand that such an
investment involves various risks, including those described below. You should
carefully consider the following risk factors as well as all of the other
information contained in this prospectus before you decide to purchase shares of
our common stock. As a consequence of any of the following risks, our business,
financial condition and operating results could be adversely affected. In such
case, the trading price of our common stock could decline, and you could lose
all or part of your investment.

CERTAIN RISKS RELATING TO OUR BUSINESS

WE GENERATED NET LOSSES DURING 1997 AND 1998 AND MAY GENERATE LOSSES IN THE
FUTURE

We incurred net losses of $120,328 and $354,061 for the years ended
December 31, 1997 and 1998, respectively; however, we generated net income of
$2,733,480 for the nine months ended September 30, 1999. At September 30, 1999,
we had shareholders' equity of $3,801,303. If we had not elected S corporation
status for income tax purposes, our pro forma net losses would have been $74,328
and $242,061 for the years ended December 31, 1997 and 1998, respectively, and
our net income for the nine months ended September 30, 1999 would have been
$1,503,480. If our revenues grow more slowly than we anticipate or if operating
expenses exceed our expectations, we may be unable to sustain or increase
profitability on a quarterly or annual basis.

WE MAY NOT BE ABLE TO RECRUIT AND RETAIN THE QUALIFIED PROFESSIONALS WE REQUIRE
TO SUCCEED IN OUR BUSINESS

Our future success depends in large part on our ability to recruit and
retain project and engagement managers, strategists, engineers, and other
technical personnel and sales and marketing professionals. In addition, we must
recruit and retain professionals who have expertise in technology advances and
developments so that they can fulfill the increasingly sophisticated needs of
our clients. Qualified professionals are in great demand and are likely to
remain a limited resource in the foreseeable future. Competition for qualified
professionals is intense, and the industry turnover rate is high. If we are
unable to recruit and retain a sufficient number of qualified employees, the
growth of our business could be hindered. Futhermore, clients or other companies
seeking to develop in-house capabilities may hire away some of our key
employees.

WE DEPEND ON OUR SENIOR MANAGEMENT TEAM, AND THE LOSS OF ANY MEMBER MAY
ADVERSELY AFFECT OUR BUSINESS

We believe that our success will depend on the continued employment of our
senior management team, particularly Mark Dresner, James McGowan and Paul
Wolotsky. This dependence is especially important to our business because
personal relationships are a critical element of obtaining and maintaining
client engagements. If one or more members of our senior management team was
unable or unwilling to continue in their present positions, such persons would
be difficult to replace and, as a result, we may lose some of our client
engagements. Any losses of client relationships could result in a decrease in
our revenues.

POTENTIAL FUTURE ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE AND COULD
ADVERSELY AFFECT OUR OPERATING RESULTS

One of our strategies for growth is the acquisition of businesses. We may
not be able to find and consummate acquisitions on terms and conditions
reasonably acceptable to us. The acquisitions we do undertake may involve a
number of special risks, including:

Diversion of management's attention;

Potential failure to retain key acquired personnel;

Assumptions of unanticipated contractual liabilities and potential
lawsuits;

Difficulties integrating systems, operations and cultures; and

<PAGE>

Amortization of acquired intangible assets.

WE MAY NOT BE SUCCESSFUL IN EXPANDING OUR INTERNET SOLUTION SERVICES BUSINESS

Our growth strategy focuses on our ability to continue to expand our
Internet related services. Historically, we have derived most of our revenues
from systems integration, hardware sales and system maintenance services. We may
not be able to successfully generate significant revenues from the Internet
services we plan to deliver or be able to deliver such services profitably. This
may adversely impact the profitability of our remaining business activities and
limit our ability to grow our business.

FAILURE TO MANAGE OUR GROWTH MAY DIMINISH OUR PROFITABILITY OR IMPAIR OUR
ABILITY TO SERVICE OUR EXISTING BUSINESS

We have grown rapidly in revenues and in the number of our employees and
key executives. Our growth has resulted in new and increased responsibilities
for management and will continue to place a significant strain on our management
and our operating and financial systems. To accommodate the increased number of
engagements and clients and the increased size of our operations, we will need
to recruit and retain the appropriate personnel to manage our operations. We
will also need to improve our operational, financial and management processes
and systems. If we fail to successfully implement and integrate these systems or
if we are unable to expand these systems to accommodate our growth, we may not
have adequate, accurate or timely financial and operational information to
effectively manage our business.

WE HAVE RELIED AND EXPECT TO CONTINUE TO RELY ON A LIMITED NUMBER OF CLIENTS FOR
A SIGNIFICANT PORTION OF OUR REVENUES. IF WE LOSE ONE OR MORE OF THESE CLIENTS,
OUR FINANCIAL PERFORMANCE COULD SUFFER

We currently derive and expect to continue to derive a significant portion
of our revenues from a limited number of clients. The amount of work that we
perform for a specific client is likely to vary from year to year, and a
significant client in one year may not use our services in a subsequent year. To
the extent that any significant client uses less of our services or terminates
its relationship with us, our revenues could decline substantially. As a result,
the loss of any significant client could seriously diminish our revenues and our
financial performance. In 1998, our ten largest clients generated approximately
60% of our revenues, with three clients, The Chase Manhattan Bank, Citibank and
The Bank of New York, accounting for 22%, 12% and 11%, respectively, of our
revenues.

WE DEPEND UPON SUN MICROSYSTEMS AS A KEY SUPPLIER. ANY INTERRUPTION IN THAT
RELATIONSHIP WOULD GREATLY RESTRICT OUR BUSINESS ACTIVITIES

For the fiscal year ended December 31, 1998 and for the nine months ended
September 30, 1999, in excess of 80% of our revenues from hardware sales
resulted from the sale of products manufactured by SUN Microsystems. Although we
have had a long-standing relationship with SUN, this relationship may be
terminated by SUN at will or upon relatively short notice. Our written reseller
arrangements with SUN are not exclusive. If we lose our status as an authorized
reseller of SUN products, or if either our relationship with SUN or the
industry's perception of SUN as a leading manufacturer of high quality computers
deteriorates, we could lose a significant portion of our hardware sales
revenues.

OUR FAILURE TO MEET CLIENT EXPECTATIONS COULD RESULT IN LOSSES AND NEGATIVE
PUBLICITY

We create, implement and maintain applications that are often critical to
our clients' businesses. Any defects or errors in our applications or failure to
meet clients' expectations could result in:

Delayed or lost revenues due to adverse client reaction;

Requirements to provide additional services to a client at no charge;

Negative publicity, which could damage our reputation and adversely affect
our ability to attract or retain clients; and

<PAGE>

Claims for substantial damages against us, regardless of our
responsibility for such failure.

While many of our contracts limit our liability for damages that may arise
from negligent acts, errors, mistakes or omissions in rendering services to our
clients, we cannot be sure that these contractual provisions will protect us
from liability for damages in the event we are sued. Furthermore, our general
liability insurance coverage may not continue to be available on reasonable
terms or in sufficient amounts to cover one or more large claims, or the insurer
may disclaim coverage as to any future claim. The successful assertion of any
large claim against us could result in a large monetary judgment against us and
could seriously harm our existing client relationships and our ability to
attract new clients. Even if not successful, such claims could result in
significant legal and other costs and may be a distraction to management.

WE MAY LOSE MONEY ON FIXED-PRICE CONTRACTS

Although a small portion of our revenues in 1998 was derived from
fixed-price contracts relating to our systems maintenance service, we anticipate
that this amount will increase in the future. If we miscalculate the resources
or time we need to complete fixed-price engagements, our operating results could
be seriously harmed. The risk that such miscalculations will occur is high
because we work with complex technologies in compressed time frames.

OUR GROWTH WILL BE INHIBITED IF THE DEVELOPMENT OF INTERNET COMMERCE IS SLOWER
THAN EXPECTED

If Internet commerce does not continue to grow, or grows more slowly than
expected, our growth would decline and our business would be harmed. We have
dedicated our resources and focused our business plan to service the growing
need for Internet solutions arising from the acceptance and use of the Internet
in commerce and communications. We have done so based on the presumption that a
viable market for Internet solutions will emerge and be sustainable. If a viable
and sustainable market for Internet solutions does not develop, our growth could
be negatively affected. Even if an Internet solutions market develops, we may
not be able to differentiate our services from those of our competitors. If we
do not differentiate our services, our revenue growth and operating margins may
decline, and we may not recover the resources dedicated to such efforts.

RAPID TECHNOLOGY CHANGES BY OTHERS COULD CAUSE A DECLINE IN OUR REVENUES

The computer hardware and software sold and used by us is subject to rapid
change and frequent introduction of new products and product enhancements. This
results in relatively short product life cycles and rapid product obsolescence.
If new or enhanced products are announced, clients may delay their purchasing
decisions until such new or enhanced products are available. Our success depends
in large part on the ability of SUN Microsystems and our other suppliers to
identify and develop products that meet the changing requirements of the
marketplace. If SUN and our other suppliers are unable to identify and develop
these products, our continued success will depend upon our ability to identify
and source substitute products from other vendors. As a result, our success will
depend, in part, on our ability to offer services that keep pace with continuing
changes in technology, evolving industry standards and changing client
preferences.

WE COMPETE IN HIGHLY COMPETITIVE MARKETS AND ARE VULNERABLE TO LARGER AND MORE
EXPERIENCED COMPETITORS

Competition in the systems integration market and Internet solutions
markets is intense. If we fail to compete successfully, our business could be
seriously harmed. Our current competitors include, and may in the future
include, the following:

Systems integrators such as Andersen Consulting, IBM, Proxicom and Sapient
Corporation;

Information technology consulting services providers such as
PricewaterhouseCoopers, KPMG, Electronic Data Systems and Computer
Sciences Corporation;

Emerging web consulting firms such as Agency.com, Razorfish, Scient
Corporation and Viant Corporation;

<PAGE>

Internet service providers, such as US Web/CKS, Modem Media.Poppe Tyson,
US Interactive and iXL Enterprises; and

Internal management and information technology departments of current and
potential clients.

Many of our competitors are larger and have greater financial, technical,
marketing and public relations resources, larger client bases and greater brand
or name recognition than us. As a result, our competitors may be better able to
finance acquisitions or internal growth or respond to technological changes or
client needs, making it more difficult for us to attract clients and skilled
employees, and to otherwise compete.

Current and potential competitors also have established or may establish
cooperative relationships among themselves or with third parties to increase
their ability to address client needs. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. In addition, some of our competitors may develop
services that are superior to, or have greater market acceptance than, the
services that we offer. If we cannot compete effectively, our revenues and
profitability could decline.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS OUR
OPERATING RESULTS AND STOCK PRICE MAY DECREASE

Proprietary software products or components, or business methodologies
developed by us could provide us the ability to provide better or faster service
to our clients or to provide unique services. We cannot guarantee that the steps
we have taken to protect our proprietary rights will be adequate to deter
misappropriation of our intellectual property. In addition, we may not be able
to detect unauthorized use of our intellectual property and take appropriate
steps to enforce our rights. If third parties infringe or misappropriate our
trade secrets, copyrights, trademarks or other proprietary information, any
competitive advantage provided by such intellectual property could be
eliminated, which could affect our revenues and profitability. In addition,
although we believe that our proprietary rights do not infringe on the
intellectual property rights of others, other parties may assert infringement
claims against us or claim that we have violated their intellectual property
rights. These claims, even if not true, could result in significant legal and
other costs and may be a distraction to management.

YEAR 2000 ISSUES COULD ADVERSELY AFFECT OUR BUSINESS

Many of our clients and potential clients have limited information
technology budgets, and a substantial portion of their budgeted expenses through
December 31, 1999, and potentially beyond, are for Year 2000 remediation and
compliance projects. As our clients focus on Year 2000 issues, the amount
available to our clients for funding the projects we typically undertake may be
limited, which may result in fewer projects, especially large-scale, complex
projects.

The Year 2000 problem may also affect software or code that we develop or
third-party software products that are incorporated into the systems integration
solutions we create for our clients. Our clients license software directly from
third parties, and we do not guarantee that the software licensed from these
suppliers is Year 2000 compliant. However, any failure on our part to provide
Year 2000 compliant applications to our clients could result in financial loss,
harm to our reputation and liability to others and could seriously harm our
financial condition and operating results.

OUR QUARTERLY REVENUES AND OPERATING RESULTS COULD BE VOLATILE AND MAY CAUSE OUR
STOCK PRICE TO FLUCTUATE

Our quarterly revenues and operating results have fluctuated in the past
and may continue to fluctuate significantly in the future. Our operating results
could be volatile and difficult to predict. As a result, period-to-period
comparisons of our operating results may not be good indications of our future
performance. Operating expenses may increase in each quarter, either on absolute
terms or as a percentage of revenues, due to the potential hiring of large
numbers of employees each quarter, which results in increased salary expenses
before the new employees begin to generate substantial revenues.

<PAGE>

A significant portion of our operating expenses, such as personnel and
facilities costs, are fixed in the short term. We have also hired a large number
of personnel in core support services, including technology infrastructure,
recruiting, business development, finance and administration, in order to
support our anticipated growth. Therefore, any failure to generate revenues
according to our expectations in a particular quarter could result in losses for
the quarter. In addition, our future quarterly operating results may not meet
the expectations of securities analysts or investors, which in turn may cause a
decline in the market price of our common stock.

WE MAY NEED ADDITIONAL CAPITAL, WHICH MAY NOT BE AVAILABLE TO US, AND WHICH, IF
RAISED, MAY DILUTE YOUR OWNERSHIP INTEREST IN US

We may need to raise additional funds through public or private equity or
debt financings in order to:

Support additional capital expenditures;

Take advantage of acquisition or expansion opportunities;

Develop new services; or

Address additional working capital needs.

If we cannot obtain financing on terms acceptable to us, or at all, we may
be forced to curtail some or all of these activities. As a result, we could grow
more slowly or stop growing. Any additional capital raised through the sale of
equity will dilute your ownership interest in us and may be on terms that are
unfavorable to holders of our common stock.

CERTAIN RISKS RELATING TO THIS OFFERING

OUR OFFICERS AND DIRECTORS OWN A LARGE PERCENTAGE OF OUR STOCK AND WILL CONTROL
MATTERS SUBMITTED TO SHAREHOLDERS

Upon completion of this offering, our directors, executive officers and
their affiliates will beneficially own, in the aggregate, approximately 75% of
our outstanding common stock, not including shares which may be acquired upon
exercise of options they hold, or 72.3% if the underwriter exercises its
over-allotment option. As a result, these shareholders will be able to exercise
control over all matters requiring shareholder approval, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership is also likely to have the effect of delaying or
preventing a change in control of us.

INVESTORS IN THIS OFFERING WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION

If you purchase common stock in this offering, you will pay more for your
shares than the amounts paid by existing shareholders for their shares. As a
result, you will experience immediate and substantial dilution of approximately
$8.42 per share, representing the difference between our net tangible book value
per share as of September 30, 1999, after giving effect to this offering and the
assumed public offering price of $10.50 per share. Investors in this offering
will have contributed 99.9% of our net capital, but will own only 25% of our
common stock. In addition, you may experience further dilution to the extent
that shares of our common stock are issued upon the exercise of outstanding
stock options and warrants. Substantially all of the shares issuable upon the
exercise of currently outstanding stock options will be issued at a purchase
price less than the public offering price per share in this offering. See
'Dilution' for a more complete description of how the value of your investment
in our common stock will be diluted upon the completion of this offering.

WE HAVE VARIOUS MECHANISMS IN PLACE THAT MAY PREVENT A CHANGE IN CONTROL THAT A
SHAREHOLDER MAY CONSIDER FAVORABLE

Our certificate of incorporation and bylaws may discourage, delay or
prevent a change in control of our company that a shareholder may consider
favorable. Our certificate of incorporation and bylaws:

<PAGE>

Authorize the issuance of 'blank check' preferred stock that could be
issued by our board of directors to increase the number of outstanding
shares and thwart a takeover attempt;

Classify the board of directors with staggered, three-year terms, which
may lengthen the time required to gain control of our board of directors;
and

Prohibit cumulative voting in the election of directors, which would
otherwise allow less than a majority of shareholders to elect director
candidates.

SHARES BECOMING AVAILABLE FOR SALE COULD AFFECT OUR STOCK PRICE AND DILUTE YOUR
OWNERSHIP IN US

Sales of a substantial number of shares of our common stock, including
shares issued upon the exercise of outstanding options, in the public market
after this offering could cause the market price of our common stock to fall.
All of the 5,900,000 shares outstanding prior to this offering will be available
for sale in the public market immediately following this offering, subject to
volume limitations imposed by Rule 144 of the Securities Act of 1933 and lock-up
agreements. These sales could also impair our ability to raise capital through
the sale of additional equity securities.

OUR STOCK PRICE COULD BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
INVESTORS PURCHASING SHARES IN THIS OFFERING

The trading price of our common stock is likely to be volatile. The stock
market in general, and the market for technology and Internet-related companies
in particular, has experienced extreme volatility. This volatility has often
been unrelated to the operating performance of particular companies. We cannot
be sure that an active public market for our common stock will develop or
continue after this offering. Prices for the common stock will be determined in
the marketplace and may be influenced by many factors, including variations in
our financial results, changes in earnings estimates by industry research
analysts, investors' perceptions of us and general economic, industry and market
conditions. Investors may not be able to sell their common stock at or above our
initial public offering price.

<PAGE>

FORWARD-LOOKING STATEMENTS

In this prospectus, we include some forward-looking statements that involve
substantial risks and uncertainties and other factors which may cause our
operational and financial activity and results to differ from those expressed or
implied by these forward-looking statements. In many cases, you can identify
these statements by forward-looking words such as 'may,' 'will,' 'expect,'
'anticipate,' 'believe,' 'estimate,' 'plan,' 'intend' and 'continue' or similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future results
of operations or of our financial condition or state other 'forward-looking'
information.

You should not place undue reliance on these forward-looking statements.
The sections captioned 'Risk Factors' and 'Management's Discussion and Analysis
of Financial Condition and Results of Operations,' as well as any cautionary
language in this prospectus, provide examples of risks, uncertainties and events
that may cause our actual results to differ materially from the expectations.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this prospectus or to conform these
statements to actual results or to changes in our expectations.

USE OF PROCEEDS

The net proceeds from the sale of the 2,000,000 shares of common stock
offered by us will be approximately $18.6 million, assuming an initial public
offering price of $10.50 per share and after deducting the estimated
underwriting discounts and commissions and offering expenses.

The primary purposes of this offering are to obtain additional capital,
create a public market for our common stock and facilitate future access to
public markets. We expect to use a substantial portion of net proceeds from this
offering for working capital and other general corporate purposes. We also
expect to apply significant portions of such proceeds to:

the repayment of approximately $3.8 million of our bank debt;

our payment of $3.5 million toward the acquisition of ITIS;

an expansion of our Internet network operations/data centers, for which we
expect to incur capital expeditures of approximately $2.0 million;

make the payment of S corporation distributions of approximately $1.4
million;

make a loan of $500,000 to Dr. Wolotsky, our Executive Vice President and
Director of Internet Operations; and

fund possible strategic acquisitions, although we currently have no
understandings, commitments or agreements to make any acquisitions.

Approximately $3.8 million of the proceeds of this offering will be used to
repay a portion of our $7.5 million line of credit. Such line of credit bears
interest at prime plus 3/4 of one percent. The line of credit becomes payable in
full in June 2001, with a mandatory prepayment of the excess outstanding
indebtedness over $3.5 million upon the earlier to occur of December 31, 1999 or
the closing of this offering.

Upon the closing of this offering, ITIS will merge with a wholly-owned
subsidiary of ours. ITIS is owned equally by Mark Dresner, James McGowan and
Wolotsky Enterprises, L.L.C., an entity owned and controlled by Paul Wolotsky.
Mr. Dresner, Mr. McGowan and Dr. Wolotsky are each an officer and director of
ours. ITIS was established by Mr. Dresner and Mr. McGowan to pursue certain
Internet/intranet projects. As a result of the merger, Mr. Dresner, Mr. McGowan
and Wolotsky Enterprises, L.L.C. will receive a total of $3.5 million in cash
and 100,000 shares of our common stock. The consideration to be received by the
shareholders of ITIS was determined by our board of directors based upon the
potential value which ITIS brings to our growth strategy and the potential cash
flow which would be generated from projects under development by ITIS.

<PAGE>

We anticipate that we will dedicate approximately $2.0 million of the
proceeds of this offering to the expansion of our existing data centers and the
build-out of additional data centers during the 2000 fiscal year.

After this offering, we will make a $1.4 million S corporation distribution
to our existing shareholders. The amount of this distribution approximates taxed
but undistributed earnings through the termination of our status as an S
corporation.

While we have not identified any specific acquisition candidates, we are
seeking to acquire existing businesses which offer services similar to ours and
are located outside the Northeastern United States, or which expand the product
or service offerings which we currently provide. This could include businesses
which strengthen our capacity in certain service offerings, or businesses which
have developed or employ software products which we could resell or use in our
integration and service areas.

Management will have broad discretion in the allocation of the net proceeds
after repayment of bank debt, payment of the ITIS Merger consideration,
expansion of our data centers, payment of the S corporation distribution and the
loan to Dr. Wolotsky. Pending these uses, the proceeds of this offering will be
invested in short-term, investment grade, interest-bearing securities.

DIVIDEND POLICY

We currently intend to retain our future earnings to finance the operation
and expansion of our business and we do not anticipate paying cash dividends on
our common stock in the foreseeable future. Any future determination as to the
payment of dividends will be at the discretion of our board of directors.

<PAGE>

CAPITALIZATION

The following table presents our cash position and total capitalization as
of September 30, 1999 (1) on an actual basis, and (2) on a pro forma as adjusted
basis to reflect the sale of shares of common stock by us in this offering at an
assumed initial public offering price of $10.50 per share and the use of
$3.8 million of the net proceeds to repay bank debt and $3.5 million of the net
proceeds for the acquisition of ITIS. You should read the following information
in connection with our Combined Financial Statements and the corresponding Notes
beginning on page F-1 of this prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
---------------------
PRO FORMA
AS
ACTUAL ADJUSTED(3)
------ -----------
(IN THOUSANDS)
<S> <C> <C>
Cash........................................................ $ 599 $10,019
------- -------
------- -------
Short-term debt(4).......................................... 4,100 3,600
------- -------
Long-term debt.............................................. 308 308
------- -------
Shareholders' equity
Preferred stock, $.01 par value, 2,000,000 shares
authorized, none issued and outstanding............... -- --
ITG common stock, $.01 par value per share, 20,000,000
shares authorized, 5,900,000 shares issued and
outstanding, actual, 8,000,000 shares issued and
outstanding pro forma as adjusted(1).................. 59 80
ITIS common stock, no par value, 200 shares authorized,
150 shares issued and outstanding..................... 860 --
Additional paid-in-capital............................. 4 17,469
Accumulated other comprehensive income................. (28) (28)
Retained earnings...................................... 2,916 --
Less: shareholder notes receivable for ITIS common
stock................................................. (10) --
------- -------
Total shareholders' equity(2)..................... 3,801 17,521
------- -------
Total capitalization........................................ $ 8,209 $21,429
------- -------
------- -------
</TABLE>

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

(1) The number of shares of common stock outstanding was 6,000,000 as of
September 30, 1999, giving pro forma effect to the ITIS Merger, and excludes
outstanding options to purchase 1,036,980 shares of common stock at a
weighted average exercise price of $5.25 per share. See 'Management -- Stock
Option Plans.'

(2) Immediately following the closing of this offering, we intend to make an
aggregate S corporation distribution of approximately $1.4 million to
Mr. Dresner and Mr. McGowan. Such distribution is reflected in pro forma as
adjusted balance sheet data as a reduction of shareholders' equity.

(3) The pro forma as adjusted balance sheet data reflects the net proceeds of
the offering, or $18.6 million after deducting underwriting discounts and
offering expenses; the $3.5 million of cash consideration to be paid in the
ITIS Merger; repayment of $3.8 million in bank borrowings; a loan of
$500,000 to Dr. Wolotsky; and the receipt of $5,000 each from Mr. Dresner
and Mr. McGowan in payment of notes receivable from them in connection with
their acquisition of ITIS common stock.

(4) Since September 30, 1999, we have borrowed an additional $3.3 million
under our bank line of credit. The additional borrowings were used to pay
accounts payable. We are obligated to repay only the amount borrowed in
excess of $3.5 million at the time our initial public offering is completed.

<PAGE>

DILUTION

As of September 30, 1999, our net tangible book value was $2,951,303, or
approximately $0.50 per share. Net tangible book value per share is determined
by dividing our net tangible book value, which is our total net tangible assets
less total liabilities, by the number of shares of common stock outstanding.
After giving effect to the sale of the shares of common stock offered in this
offering at an assumed initial public offering price of $10.50 per share, and
after deducting the estimated underwriting discounts and commissions and
offering expenses, and after giving effect to the ITIS Merger and the estimated
$1,400,000 S corporation distribution, our pro forma tangible book value as of
September 30, 1999 would have been $16,671,303, or $2.08 per share. This
represents an immediate increase in net tangible book value of $1.58 per share
to our shareholders and an immediate dilution in net tangible book value of
$8.42 per share to new investors purchasing shares in this offering. The
following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $10.50
Net tangible book value per share as of September 30,
1999.................................................. $0.50
Increase in net tangible book value attributable to new
shareholders.......................................... 1.58
-----
Pro forma net tangible book value per share after this
offering.................................................. 2.08
------
Dilution to new shareholders................................ $ 8.42
------
------
</TABLE>

The following table summarizes, on a pro forma basis as of September 30,
1999, the number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid to us by the
existing holders of common stock and by the new shareholders purchasing shares
of common stock offered by us, at an assumed initial public offering price of
$10.50 per share, before deducting the underwriting discounts and commissions
and estimated offering expenses payable by us.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------- --------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------ ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders....................... 6,000,000 75% $ 30,000 0.1% $ 0.01
New shareholders............................ 2,000,000 25 21,000,000 99.9% $10.50
--------- --- ----------- ----
Total.................................. 8,000,000 100% $21,030,000 100%
--------- --- ----------- ----
--------- --- ----------- ----
</TABLE>

The foregoing table excludes 1,036,980 shares which may be acquired upon
the exercise of presently outstanding stock options at a weighted average
exercise price of $5.25 per share, and further excludes the effect of $3.5
million of consideration paid in the ITIS Merger which is being treated as a
dividend for accounting purposes.

The foregoing tables assume no exercise of any outstanding stock options to
purchase our common stock. As of September 30, 1999, there were outstanding
options to purchase an aggregate of 1,036,980 shares of common stock at a
weighted average exercise price of $5.25 per share under our stock option plans.
If all of these options had been exercised on September 30, 1999 before the
issuance of common stock from this offering, our net tangible book value would
have been approximately $8,395,448 or $0.93 per share. On the issuance of common
stock from this offering, our pro forma net tangible book value on September 30,
1999 would have been approximately $22,115,448 or approximately $2.45 per share,
the increase in net tangible book value attributable to new investors would have
been $1.52 per share and the dilution in net tangible book value to the new
investors would have been $8.05 per share.

<PAGE>

SELECTED COMBINED FINANCIAL DATA

The following selected combined financial data should be read in
conjunction with the Combined Financial Statements and their corresponding Notes
and 'Management's Discussion and Analysis of Financial Condition and Results of
Operations' included elsewhere in this prospectus. The balance sheet data as of
December 31, 1996, 1997 and 1998 and the statement of operations data for the
years ended December 31, 1996, 1997 and 1998 have been derived from the Combined
Financial Statements for such years, which have been audited by Ernst & Young
LLP, independent auditors. The balance sheet data as of December 31, 1994 and
1995 and the statement of operations for the years ended December 31, 1994 and
1995 are derived from the Financial Statements for such years which are
unaudited. The balance sheet data as of September 30, 1999 and the statement of
operations data for the periods from January 1 through September 30, 1998 and
1999 are derived from our unaudited Combined Financial Statements, which
management believes include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales................ $4,066 $16,837 $18,391 $22,906 $25,781 $18,757 $39,360
Operating expenses....... 3,277 16,768 18,062 22,936 25,958 19,190 36,372
Operating income
(loss)................. 789 69 328 (29) (177) (434) 2,988
Net income (loss)........ 789 68 281 (120) (354) (563) 2,733
Pro forma net income
(loss)(1).............. 434 37 153 (74) (242) (385) 1,503
Pro forma net income
(loss) per share:
Basic............... $ .07 $ .01 $ .03 $ (.01) $ (.04) $ (.06) $ .24
Diluted............. $ .07 $ .01 $ .03 $ (.01) $ (.04) $ (.06) $ .22
</TABLE>

<TABLE>
<CAPTION>
AS OF
AS OF DECEMBER 31, SEPTEMBER 30,
------------------------------------------ ------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............ $ 14 $ 187 $ 158 $ 152 $ 637 $ 137 $ 599
Total assets......................... 1,111 4,365 2,823 4,605 8,464 7,455 17,415
Short-term debt...................... 150 300 687 1,318 3,500 2,200 4,100
Long-term debt....................... -- 83 111 42 383 -- 308
Total liabilities.................... 368 3,532 1,729 3,751 8,082 7,164 13,614
Shareholders' equity................. 743 833 1,094 854 383 291 3,801
</TABLE>

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

<PAGE>

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

The following section should be read in conjunction with Infinite
Technology Group's Financial Statements and Notes to those financial statements
beginning on page F-1 of this prospectus. In addition to historical information,
this discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions which could cause actual results to differ
materially from management's expectations. Factors that could cause such
differences include those discussed in 'Risk Factors.'

OVERVIEW

Infinite Technology Group is a broad-based and versatile independent
supplier of information technology services. We originated in 1993 principally
as a value-added reseller of computer hardware systems and components. During
the past three years we have shifted our focus towards a services orientation by
adding systems integration, maintenance and on-site consulting services. The
Internet and its effect on commerce and communications has provided an
opportunity for us to build on our skills and experience to provide Internet
architecture services.

Historically, a substantial portion of our revenues came from the resale of
computer hardware systems and related software products. As our business focus
shifts towards consulting and software system design services related to
Internet-based applications and networks, we expect our revenues resulting from
these services to increase.

Although we continue to serve major U.S. corporations, we have widened our
focus to include middle-tier businesses, for which we provide a broader range of
services and can achieve higher gross margins. These businesses typically do not
have large internal information technology departments and rely on our services
more than larger clients with extensive in-house information technology
capabilities. In addition, we typically generate higher profitability on product
sales to these middle-tier customers.

We believe that we are well positioned to provide the next generation of
information technology services. We have entered into a Master Internet Services
Agreement with MCSP, Inc. This corporation owns Internet data centers in Tysons
Corner, Virginia and Washington, D.C., with a direct fiber optic connection to a
major Internet connection point. MCSP is owned by Dr. Wolotsky, one of our
officers and directors. The agreement provides us with exclusive access to
MCSP's facilities for the provision of Internet connectivity and website and
database hosting services, without the costs of building out such a facility,
and we pay MCSP only for the usage of its facility. In addition, we have the
option to acquire MCSP, if our usage of the facility reaches a minimum
threshold. If we exercise this option, MCSP would be merged into our
wholly-owned subsidiary, in exchange for 250,000 shares of our common stock.

RESULTS OF OPERATIONS

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

Revenues increased 109.8% to $39,359,902 for the nine months ended
September 30, 1999 as compared to $18,756,569 for the nine months ended
September 30, 1998. Product sales increased 137.2% to $35,303,565 for the nine
months ended September 30, 1999 as compared to $14,885,892 for the nine months
ended September 30, 1998. The significant increase is due to the additions of
new customers as well as increased sales to existing customers generated by an
increase in the size of our sales force. Service sales for the nine months ended
September 30, 1999 increased 4.8% to $4,056,337 as compared to $3,870,677 for
the nine months ended September 30, 1998. This increase is the result of the
addition of new customers.

Gross profit increased to $7,769,100 or 19.7% of sales for the nine months
ended September 30, 1999 as compared to $2,275,853 or 12.1% of sales for the
nine months ended September 30, 1998. Gross profit relating to product sales was
$5,102,642 or 14.5% for the nine months ended September 30, 1999 as compared to
a negative gross profit of $447,935 for the nine months ended September 30,
1998. During the nine months ended September 30, 1998, we sold several products
at or slightly below cost because such sales were associated with higher margin
service sales, which made the combined sales

<PAGE>

profitable. During the nine months ended September 30, 1999, the increase in
gross profit was the result of a purchasing program we instituted to more
efficiently purchase hardware and networking components, and to better utilize
credits in cooperative programs established by the manufacturers we have
strategic alliances with, particularly with SUN Microsystems and Compaq
Computer. In addition, in 1999 we terminated several less profitable sales
arrangements. Due to greater information processing needs of our customers, our
product mix during 1999 shifted towards more high-end services and hardware,
which generate higher gross margins. Gross profit relating to service sales was
65.7% for the nine months ended September 30, 1999 compared to 70.4% for the
nine months ended September 30, 1998. This decrease was the result of an
increase in the number of employees and the resulting increase in costs
incurred in response to anticipated growth in our services business.

Selling, general and administrative expenses increased to $4,781,094 during
the nine months ended September 30, 1999 as compared to $2,709,430 during the
nine months ended September 30, 1998. Although the actual amounts spent on
selling, general and administrative expenses increased, these expenses as a
percentage of sales decreased by 2.3 percentage points. The increase in expenses
resulted from hiring additional sales personnel and developing the associated
infrastructure to support the increased sales.

Interest expense, net of interest income, increased 102.1% to $260,898 for
the nine months ended September 30, 1999 from $129,098 for the nine months ended
September 30, 1998. This increase was due to an increase in our borrowings,
which were necessary to finance our revenue growth and resulting increase in
accounts receivable.

We generated net income of $2,733,480 during the nine months ended
September 30, 1999, as compared to a net loss of $562,675 during the nine months
ended September 30, 1998. This increase in profitability was due to the increase
in revenue as well as the cost saving achieved through our purchasing program.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Revenues increased 12.5% to $25,780,786 for the year ended December 31,
1998 as compared to $22,906,234 for the year ended December 31, 1997. Product
sales increased 9.8% to $21,584,246 for the year ended December 31, 1998 as
compared to $19,649,853 for the year ended December 31, 1997, due to the
addition of new customers and increased sales to existing customers. Service
sales increased 28.9% to $4,196,540 as compared to $3,256,381 for the year ended
December 31, 1997. The service sales increase was due to the addition of new
customers and increased billings with existing customers for various special
projects over and above our normal monthly contract billings.

Gross profit increased to $4,466,218, or 17.3%, for the year ended
December 31, 1998 from $2,627,170, or 11.5%, for the 1997 period. Gross profit
relating to product sales increased to $1,618,067 or 7.5% for the year ended
December 31, 1998 compared to $458,324 or 2.3% for the year ended December 31,
1997. This increase was the result of the initiation in mid-1998 of a purchasing
program instituted to more efficiently purchase hardware and networking
components, and to better utilize credits in cooperative programs established by
the manufacturers with whom we have strategic alliances, particularly with SUN
Microsystems and Compaq Computer. In addition, due to greater information
processing needs of our customers, our product mix shifted towards more high-end
services and hardware, which generate higher gross margins. Gross profit
relating to service sales was 67.9% for the year ended December 31, 1998
compared to 66.6% for the year ended December 31, 1997.

Selling, general and administrative expenses increased to $4,643,513 during
the year ended December 31, 1998 as compared to $2,656,620 for the year ended
December 31, 1997, as a result of the increase in both sales and technical
personnel and payroll related expenses, together with the costs associated with
the expansion of our helpdesk functionality and software systems required by
such services.

Interest expense, net of interest income, increased 106.2% to $196,973 for
the year ended December 31, 1998 as compared to $95,540 for the year ended
December 31, 1997. This increase was due to an increase in bank borrowings
resulting from increases in both accounts receivable and inventory necessary to
support the increased sales level.

<PAGE>

We generated a net loss of $354,061 during the year ended December 31,
1998, as compared to a net loss of $120,328 during the corresponding 1997
period. The decrease in profitability was due to the significant increase in
general and administrative expense we incurred to build up our infrastructure.
This will enable us to exploit the expected increasing services needs of our
customers.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

Revenues increased 24.6% to $22,906,234 for the year ended December 31,
1997 as compared to $18,390,896 for the year ended December 31, 1996. Product
sales increased 14.3% to $19,649,853 for the year ended December 31, 1997 as
compared to $17,191,567 for the year ended December 31, 1996. The increase was
due to obtaining new customers. Service sales increased 171.6% to $3,256,381 for
the year ended December 31, 1997 as compared to $1,199,329 for the year ended
December 31, 1996. This increase was due to the fact that 1997 was our first
full year of service sales compared to a partial 1996.

Gross profit increased to $2,627,170, or 11.5%, for the year ended
December 31, 1997 from $1,608,493, or 8.7%, for the 1996 period. Gross profit
relating to product sales was $458,324 or 2.3% for the year ended December 31,
1997 compared to $938,044 or 5.5% for the year ended December 31, 1996. The
decrease in gross profit was due to our taking lower margin hardware business
which was associated with higher margin service business. Gross profit relating
to service sales was 66.6% for the year ended December 31, 1997 compared to
55.9% for the year ended December 31, 1996.

Selling, general and administrative expenses increased to $2,656,620 for
the year ended December 31, 1997 compared to $1,280,084 for the year ended
December 31, 1996 as a result of the increase in technical and sales personnel
required by our expansion into the service component of our business.

Interest expense, net of interest income, increased 103.2% to $95,540 for
the year ended December 31, 1997 as compared to $47,028 for the year ended
December 31, 1996. This increase was due to an increase in bank borrowings
resulting from increases in accounts receivable necessary to support the
increased sales level.

We had a net loss of $120,328 during the year ended December 31, 1997, as
compared to net income of $281,381 during the corresponding 1996 period. The
decrease in profitability was due to the implementation of an increase in
technical personnel and infrastructure related to the expansion of our business.

LIQUIDITY AND CAPITAL RESOURCES

Our current ratios at September 30, 1999 and 1998 were 1.20 and .99,
respectively. Working capital at September 30, 1999 was $2,674,262, an increase
of $2,764,975 over the same period last year. The increase was primarily due to
our increased earnings.

Cash used in operating activities was $33,334 and $830,015 for the nine
months ended September 30, 1999 and 1998, respectively. Significant changes in
accounts receivable, inventory and accounts payable were the direct result of
the significant increase in sales. Cash used in investing activities was
$260,038 and $102,283 for the nine months ended September 30, 1999 and 1998,
respectively, and was used to finance capital expenditures in both 1999 and 1998
and the purchase of available-for-sale securities in 1999. Cash provided by
financing activities was $255,465 and $917,262 for the nine months ended
September 30, 1999 and 1998, respectively, and included net proceeds from bank
financings.

We have previously funded our operations from cash flows generated from
operations and bank borrowings. As of September 30, 1999, we had a $3,500,000
line of credit with a bank expiring on June 30, 2000 bearing interest at the
bank's prime rate plus 3/4 of one percent. In addition, as of September 30,
1999, we had outstanding a note payable for $500,000 with a bank due October 21,
1999 bearing interest at the rate of 9% per annum. We also had a $500,000 term
loan with a bank expiring on November 30, 2003 bearing interest at 7.61%.
Effective October 29, 1999 we increased our line of credit to $7,500,000 from
$3,500,000. This line expires on June 30, 2001 and bears interest at the bank's
prime rate plus 3/4 of one percent. Borrowings under this line of credit reduce
automatically to $3,500,000 on the earlier to occur of either December 31, 1999
or the consummation of an initial public offering of our common stock. In
connection with the increase in our line of credit, the bank was issued 25,000
warrants to

<PAGE>

purchase our common stock at an exercise price of $.01 per share over a five
year period. As of November 12, 1999, we had $7,300,000 outstanding under this
line of credit. The additional bank borrowings since September 30, 1999 were
used to reduce accounts payable.

We expect to incur capital expenditures of $2,000,000 to $3,000,000 over
the next 24 months in connection with the upgrade and expansion of our new
network operations data centers. As of September 30, 1999, we had cash of
$599,338, and we believe that the net proceeds from the sale of common stock
offered by this prospectus, together with cash provided from operations and
borrowings available under our line of credit will be sufficient to meet working
capital and capital expenditure requirements for at least the next 24 months.

Inflation did not have a material impact on our revenues or income from
operations in 1996, 1997 and 1998, or during the nine months ended September 30,
1999.

INTEREST RATE RISKS

Our exposure to market rate risk for changes in interest rates relates
primarily to our investments in money market accounts and its outstanding bank
borrowings. We have not used derivative financial instruments in our investment
portfolio.

At September 30, 1999, our outstanding debt approximated $4,400,000 with
approximately $400,000 of fixed rate obligations. If market rates decline, we
run the risk that the related required payments on the fixed rate debt will
exceed those based on the current market rate. We believe that the effect of any
change in current market rates will not have a material effect on our results of
operations.

If there had been a 1% change in our variable rate debt, the interest
expense would increase or decrease by approximately $20,000 based upon the
weighted average outstanding variable rate borrowings during the year ended
December 31, 1998, and by $37,000 based upon the weighted average outstanding
variable rate borrowings during the nine month period ended September 30, 1999.

EQUITY PRICE RISK

We have a minimal investment in marketable securities of publicly-traded
companies. These investments, as of September 30, 1999, were considered
available-for-sale, with any unrealized gains or losses deferred as a component
of shareholders' equity. It is customary for us to make investments in equity
securities as part of our investment strategy.

YEAR 2000 READINESS

On January 1, 2000, many computer systems and software products could fail
or malfunction because they may not be able to distinguish 21st century dates
from 20th century dates. As a result, computer systems and software used by many
companies, including us, our clients and our potential clients, may need to be
upgraded to comply with such 'Year 2000' requirements.

To date we have not experienced any Year 2000 problems, and we believe that
our principal internal systems, including our hardware and software, are Year
2000 compliant. We have reviewed Year 2000 issues with the suppliers of our
principal internal systems. We performed Year 2000 certification testing on our
existing hardware components and replaced all non-compliant hardware with new
hardware which manufacturers represent as Year 2000 compliant. Software,
including operating systems and programs, particularly accounting software, were
upgraded to newer, compliant versions. Our review of our Year 2000 readiness
programs, including our assessment of our internal systems as well as those of
third parties with whom we have material interactions, is complete.

We have funded our Year 2000 plan from operating cash flows and have not
separately accounted for these costs in the past. To date, these costs have not
been material.

The Year 2000 problem may also affect software or code that we develop or
third-party software products that are incorporated into the applications we
create for our clients. Our clients license software directly from third parties
and we do not guarantee that the software licensed from these suppliers is Year
2000 compliant. We have also made inquiries of developers of third party
software used in our system integration and services projects for our clients
and received assurances of Year 2000

<PAGE>

compliance for this software. However, any failure on our part to provide Year
2000 compliant applications to our clients could result in financial loss, harm
to our reputation and liability to others and could seriously harm our business.

We have not developed a comprehensive Year 2000 contingency plan to address
unanticipated situations that may result from the Year 2000. If any such
situations arise, we have designated a management team to address the issue.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards, or SFAS, No. 133, 'Accounting for Derivative
Instruments and Hedging Activities.' SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning June 15, 2000, which will affect us as of
January 1, 2001. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. SFAS No. 133 requires the
recognition of all of these derivatives as either assets or liabilities in the
statement of financial position and the measurement of those instruments at fair
value. We expect that the adoption of SFAS No. 133 will not have a material
impact on our financial position or results of operations.

<PAGE>

BUSINESS

OVERVIEW OF OUR BUSINESS

Our business is structured into two primary focus areas:

Internet/e-commerce solution design and implementation, including hosting
and maintenance of interactive applications; and

Information technology systems integration, system maintenance and
hardware and software sales.

INDUSTRY OVERVIEW

With recent advances in the Internet and information technology, companies
are transforming the way they run their businesses and manage information.
Interactive information technology companies such as ITG create value by solving
the complex challenges posed by the Internet opportunity, including:

The need to develop long-term IT strategies incorporating the Internet
into an 'e-business' model;

The need to constantly adopt and implement new and rapidly changing
technologies, with or without a significant in-house information
technology staff;

Achieving the required high degrees of integration, with or without the
Internet, among various applications, networks and platforms within a
company and among diverse business enterprises; and

The need to maintain significant technological infrastructure and support
for e-business applications, including backup systems, 24 hours a day, 7
days a week.

Market for Information Technology and Internet Services

The proliferation of the Internet and e-commerce has fueled a predicted
tenfold growth in Internet services from $7.8 billion in 1998 to $78.6 billion
in 2003, representing a five-year compounded annual growth rate of 59%,
according to International Data Corporation, an independent market research
firm. Complex solutions that combine and integrate strategy consulting, systems
integration and creative design will be required to address this market.

We believe that many information technology services providers focus on the
less technically demanding areas of basic creative web design and simple
transaction systems. They often lack the skills, financial resources and
employees to provide scalability, flexibility and rigorous performance
characteristics to overlapping legacy systems. We believe that these factors
will grow in importance as established companies continue to Internet-enable
complex and established information technology

<PAGE>

processes, giving interactive information technology providers such as ITG, with
a background of systems integration, a superior competitive position, compared
to more content-focused firms.

Growth of E-Commerce

Companies are rapidly expanding their commercial use of the Internet beyond
basic websites that act largely as 'online brochures'. They are using their web
presence as an efficient platform for conducting transactions and establishing
virtual storefronts. Traditional business functions such as customer service,
supply chain management, employee training and communications are also shifting
to the Internet. According to Forrester Research, total e-commerce volume is
expected to soar from $51 billion in 1998 to approximately $1.4 trillion in
2002.

We believe that our experience and expertise in system design and
integration with complex existing software applications, which can sustain high
volume, online processing capabilities and the large databases required for
high-level e-commerce, make us particularly well-positioned to benefit from the
growing demand from medium-to-large corporations to deploy advanced interactive
services, streamline core operations and improve customer relationship
management.

OUR STRATEGY & SOLUTIONS

We are well positioned to respond to the growing demand for interactive
integration services to satisfy changing information technology needs resulting
from the influence of the Internet on business and communications. Our
experience as a systems integrator, value added reseller and strategic
consultant affords us the range of required skills to deliver full service
solutions. We believe our ability to combine an extensive array of products and
services gives us a competitive advantage. These offerings include:

Internet strategic consulting

Internet protocol based application development

Internet access

Hardware and software sales

Application outsourcing

E-commerce design and support

Integration

Creative website design services

Ongoing support and maintenance

System/Network design

Security and virtual private networks

We believe that our particular combination of skills and experience gives
us a strategic advantage over other service providers. We have carefully
developed the complex and specialized capabilities required to devise solutions
that best meld the network infrastructure, hardware and software, Internet
access, existing software applications, desired performance objectives and
operational management and security issues into integrated systems that meet the
specific goals and expectations of our customers.

To provide comprehensive solutions, we combine:

An understanding of client business operations and goals;

An extensive understanding of Internet technologies;

A proven track record of systems integration;

Strategic relationships with major technology manufacturers; and

The resources and skills to provide complete Internet application hosting.

We divide our solution-creation process into three phases:

[The following boxes are included to be graphical arrows with the caption
above each, suggesting the flow of the project.]

<PAGE>

<TABLE>
<CAPTION>
'DEFINE AND DESIGN' 'CONSTRUCT AND CONNECT' 'INSTALL AND IMPLEMENT'
------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Define client needs and Internet-enable the Implement new computing
goals environment environment (ITG
Assess existing technology Integrate multi-platform host/customer location)
and infrastructure legacy systems Provide the e-commerce
Explore potential solutions * Develop new Internet * engine
Design Internet-based protocol-based Test and fine tune
solution applications, implement environment
databases, develop Implement customer support
web-enabled interfaces plan
</TABLE>

Define and Design

This critical first phase assists the client in identifying its business
goals and designing a solution, whether Internet or non-Internet based. We
assess the existing technology and infrastructure and fully explore potential
solutions. We then present our client with a complete solution, from design to
deployment. This phase concludes with a design specification of the
Internet-based solution.

The Define and Design phase is an impartial assessment of the client's
overall operating environment and its impact on the company's business
objectives. Our experienced team of business specialists, Internet technologists
and digital media specialists work in unison with the client's own staff to
develop a plan that becomes a collaborative solution. It also serves as an
important first step in a strong relationship between us and our customer, often
resulting in future engagements.

There are a number of perspectives considered in this assessment. These
considerations include:

Workflows

External influences

Existing systems design

Legacy systems

Network infrastructure

Deployment processes and schedules

Client experience

Performance criteria

Delivery mechanisms

Customer support issues

Cost

Time frames

Competitor and competitive capabilities

Business objectives, including operating efficiencies and expansion of
capabilities

We provide the client with a unified approach which addresses the technical
plan for network infrastructure modifications, the addition and integration of
new hardware and software components, the graphical and multimedia components of
the website and the deployment plan.

Construct and Connect

In this phase, we translate the solution we have designed into reality.
While each client and each solution is unique, our methodology to building
solutions is consistent. Our project team continues to take full responsibility
for all aspects of the new systems development.

Every solution requires a solid foundation to build upon. For an
Internet-based solution, this means that a solid network/computing
infrastructure must be in place. We therefore must upgrade the client's internal
network, implement security policy and provide Internet access. The
Internet-enabled network infrastructure is the foundation which enables us to
integrate the existing legacy applications and the new systems environment
containing newly developed and future Internet applications.

With this foundation in place, we can begin to develop new Internet
protocol-based applications. These new Internet-aware applications will usually
tie into relational databases, such as Oracle, and are accessed through web
enabled user interfaces. All of the work is done by our in-house developers and
digital media specialists.

<PAGE>

Once the new development is complete, we link the existing legacy
environment to create a single, unified 'Internet-e-grated' system. We seek to
provide an Internet point-of-entry for our client's customers that is intuitive,
consistent and graphically compelling.

Install and Implement

An Internet-based solution is by definition a high-availability solution.
No 'down-time' is acceptable to the customer delivering the application or the
individual or business using it. This requires the expertise of our systems
engineers to implement a high-availability environment which includes systems,
storage, Internet access, security and operations management.

In this final stage, we prepare for real world, high performance, reliable
deployment of the newly created or upgraded system. This platform can be
deployed, hosted and managed at one of our Internet data centers with Internet
access provided through our fiber optic backbone. For disaster recovery
requirements, a backup system can be implemented at one of our other Internet
data centers.

During system implementation, we typically create and implement:

High-availability systems platform, systems, storage, network;

A disaster recovery plan;

An operations plan;

A test plan;

A customer support plan;

A security plan with ongoing monitoring; and

An ongoing performance monitoring system.

Additional services we provide during this phase include payment processing
functionality, database management, mailbox and chat room functionality, site
performance monitoring, call center integration and other services to ensure the
optimum performance of the Internet solution.

OUR STRENGTHS

We believe that our experience and skills drawn from our success as a
systems integrator has provided us with the strengths to effectively meet the
complex needs of a wide range of institutional systems users. These strengths
include:

Premier reputation among high profile clients. We enjoy a strong reputation
for delivering complete, cost-effective IT solutions to a wide range of clients.
This track record of success in customized projects positions us well to work
with new and existing partners to develop solutions to the emerging challenges
now facing corporate clients.

Strategic marketing alliances. We have established technology and marketing
alliances with approximately 20 technology manufacturers, software developers
and distributors, including SUN Microsystems, Compaq/Digital Equipment
Corporation, Merisel, Nortel and IBM. Each of these partners is either a major
company in its field or a developer of a unique software product. Our
partnerships with these companies are as approved participants or vendors in
their sales and marketing programs.

Comprehensive e-commerce application design and consulting. We provide
comprehensive services to a variety of business enterprises, in varying stages
of development. Although our experience includes work on projects for
enterprises as large as The New York Stock Exchange and MCI, our target customer
is the mid-sized business organization which seeks to maximize its opportunities
on the Internet without undermining its existing IT environment.

Natural extension of classic systems integration. Internet-enabling clients
requires the integration of another platform, that is, Internet protocol
applications, to an existing network environment. This process includes
providing a user with secure access to databases, while protecting the integrity
of the data. It also includes providing a system for communications among
various hardware and software components, as well as users of the system.

<PAGE>

Full in-house creative and graphic design services. To customize the 'look
and feel,' and features of a website interface requires extensive efforts of
graphic artists and web design professionals. We have an internal staff of web
design specialists who work in conjunction with our systems integration and
software developers to provide an Internet interface that coordinates
functionality with attractiveness to the user. In addition to text and graphics,
audio and video components and animation may be included, as desired by the
client to enhance the Internet experience.

Application outsourcing, web hosting and connectivity services. Our data
centers have direct high bandwidth access to the Internet with which we are able
to provide Internet connectivity and website hosting services internally, rather
than through third party service providers or through a company unrelated to the
design and construction of the site. We believe that this not only provides
clients with an added convenience, resulting from our 'one stop' service, but
also permits a more efficient and effective implementation of the Internet
solution.

INTERNET SERVICES

Our Internet projects generally fall into two categories:

'Internet-enable' existing 'brick and mortar' businesses. We create an
Internet presence for clients to provide communication and/or e-commerce
capabilities for an existing business, by integrating existing legacy
systems to function seamlessly with Internet based technologies.

'Concept-to-commerce' services for newly developing web-based and
e-commerce businesses. We assess the technical feasibility of new business
models focused on the developing business opportunities that the Internet
presents and the acceptance of e-commerce as a paradigm for future
business, and we design and implement an infrastructure for the new
venture.

In either situation, our ability to provide a complete package of design
and consulting services, system build-out, Internet access, Internet solution
hosting and ongoing maintenance and support services, permit us to offer our
clients a long-term commitment and relationship through which we assume full
responsibility for the implementation and continuing success of their Internet
projects.

We offer connectivity to the Internet on a variety of levels, which can be
provided either as a stand-alone service or as part of a comprehensive Internet
solution. Our customers are primarily the enterprise level corporation, or the
e-commerce customer for whom we provide comprehensive services. We do not target
the individual mass market consumer for Internet access.

We provide nationwide dial up modem and ISDN connections, as well as
wireless Internet protocol connectivity for use by cellular modems or personal
digital assistants (PDAs). These capabilities are generally provided along with
other connections to provide remote access to individual users. Generally, we
provide dedicated copper connections and dedicated symmetrical and asymmetrical
digital subscriber line (DSL) service, providing speeds up to 7.1 mb/sec. In
addition, we offer the option of dedicated fiber optic connectivity.

Our Internet Services division maintains network operations centers in
Northern Virginia and Washington, D.C. We maintain dedicated, high-capacity
fiber optic cable between New York City and Washington, D.C., and are
continually expanding that reach and capacity. We have a direct connection to
MAE-East, and we also maintain private peering and transit arrangements with
major peering partners, including UUNet/MCI, America Online, Sprint, PSINet and
others. We expect to open a third data center at our headquarters during
calendar year 2000. These data centers contain state-of-the-art hardware
components, many of which are manufactured by companies with which we have
strategic alliances.

Our Internet data centers offer traditional web and e-commerce hosting and
co-location services for customers. We offer virtual hosting, where the customer
is given use of a shared server in our data center, dedicated hosting, where the
customer has a server in our data center that is dedicated to that customer's
use, and co-located hosting, where the customer's own equipment is located at
our data center.

We also offer individual services, such as rack space, bandwidth, security,
virtual private network capabilities, and middleware payment processing and
electronic storefront systems. Full support services

<PAGE>

are also available, whereby we provide not only the facility and the Internet
access, but the actual hardware, systems management, systems maintenance and
systems monitoring for the customer's Internet solution.

NETWORK SOLUTIONS, SYSTEMS INTEGRATION AND MAINTENANCE

The network solutions, systems integration and maintenance services that we
provide to our clients include assessment and consulting services, hardware and
software sales, systems integration and installation, and maintenance services.
These services address the information technology needs of businesses,
institutions and other enterprise level networked computer systems.

We provide these services both from our internal professional staff as well
through strategic business alliances with technology solution developers and
niche service providers. These 'Technology Business Alliance' partners form the
backbone of our systems integration business. Each of these partners is either a
significant company within its industry or a developer of unique software or
technology. Our partnerships with these companies arise through our inclusion as
approved participants or vendors in sales and marketing programs established by
them. These relationships are typically renewed annually. Our partners provide
us two main benefits: innovative technology solutions and a 'virtual' sales
force.

Some of our partners are:

SUN Microsystems. We actively engage in joint marketing programs with SUN,
including sales of the SPARC line of RISC server and workstations.
Additionally, we provide on-site maintenance and support for SUN products.

Compaq/Digital Equipment Corporation. We provide integration and 'private
label' services for Compaq/DEC. In addition we resell Compaq/DEC products
and are an authorized warranty provider.

IBM. We sell IBM's RS6000 line of computers, storage products, software
and services, and are an authorized warranty provider for IBM products.

Merisel. Merisel is a leading distributor of computer systems and
components. In addition to sourcing products from Merisel, Merisel has
agreed to distribute certain Internet-based products under development by
us.

Nortel. We sell Nortel's line of networking products, including access
products, data and Internet products, Internet telephony products,
wireless and mobility products, switching products and network management
products.

Network Operations/Systems Integration

We often work with clients who need to replace or upgrade existing
computing functionality or who need advice about specific system inadequacies or
desired capabilities. We provide an analysis of existing client technology, an
analysis of the desired functionality, and the design of a hardware and software
solution to address the client's need. We present the client with a detailed
proposal containing the specifications and cost of each of the components
comprising the solution, and a description of the integration of such components
with existing systems.

Our systems integration services interconnect various hardware and software
components to create complete information systems that can then be seamlessly
linked to other internal and/or external information systems. We provide these
services both on-site at client locations and at our integration center, where
we fully configure and beta test the most significant components of the network
solution.

In addition, we are an 'integrator's integrator', subcontracted by
manufacturers to fulfill certain integration needs. These requirements may be to
integrate various components into systems designed and/or sold directly by the
manufacturer, or may be to provide high volume integration services related to
the customization of a large number of systems to meet specifications and
component requirements set forth by the manufacturer. We provide these services
either on a third-party or private label basis.

<PAGE>

The systems integration portion of our business is supplemented by the
follow-on technical support services we offer for the systems we implement
and/or sell, as well as for existing systems that a customer may already have in
place.

We have long-standing relationships with many manufacturers, which we
believe assist us in buying desired products on a timely basis and on attractive
financial terms. We sell a wide variety of networking and personal computer
products and peripherals from most major manufacturers, including:

<TABLE>
<S> <C>
AST Research Motorola
Cisco Systems NEC Technologies
Compaq/Digital Equipment Corporation Nortel/Bay Networks
Epson America Novell
Hewlett-Packard Company Seagate Technology
Intel Corporation SUN Microsystems
IBM Tektronix
Microsoft Corporation Texas Instruments
</TABLE>

Maintenance

We also provide our customers a variety of value-added services, such as:

Maintenance and repair;

Help desk;

Consulting; and

Support services.

Our existing maintenance services include multi-vendor desk-top and
mid-range system maintenance. Our maintenance services are generally under
long-term contracts, many of which are on a fixed price for standard services
with a variable fee for additional services. Typically, we provide maintenance
services via telephone, Internet or dial up network access, or by visits to
customer locations. However, we station on-site maintenance personnel at some
larger customer sites.

COMPETITION

The information technology services business is characterized by intense
competition and is subject to rapid technological change. We expect the
competition to continue and intensify. Our current and anticipated competitors
include:

Systems integrators, such as Andersen Consulting, IBM, Proxicom and
Sapient Corporation;

Information technology consulting services providers, such as
PricewaterhouseCoopers, KPMG, Electronic Data Systems and Computer
Sciences Corporation;

Emerging web consulting firms, such as Agency.com, Razorfish, Scient
Corporation and Viant Corporation;

Internet professional service providers, such as US Web/CKS, Modem
Media.Poppe Tyson, US Interactive and iXL Enterprises; and

Internal management and information technology departments of current and
potential clients.

Many of our competitors have substantially greater financial technical and
marketing resources, larger client bases, longer operating histories, greater
brand or name recognition and more established relationships in the industry
than we have. In addition, these competitors have entered and will likely
continue to enter into joint ventures to provide additional services competitive
with those provided by us.

There are low barriers to entry into our business. We do not own any
technologies that preclude or inhibit competitors from entering our industry.
Existing or future competitors may independently develop and patent or copyright
technologies that are superior or substantially similar to our technologies. The
costs to develop and to provide information technology services are relatively
low. Therefore, we expect to continue to face additional competition from new
entrants into our industry.

<PAGE>

We currently derive and expect to continue to derive a significant portion
of our revenues from a limited number of clients. In 1998, our ten largest
clients generated approximately 60% of our revenues, with three clients, The
Chase Manhattan Bank, Citibank and The Bank of New York, accounting for 22%, 12%
and 11%, respectively, of our revenues. To the extent that any significant
client uses less of our services or terminates its relationship with us in favor
of one of our competitors, our revenues could decline substantially. As a
result, the loss of any significant client to a competitor could seriously harm
our business.

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

The reputation, technical knowledge, creative skills, expertise and
experience of the professionals delivering solutions;

The ability to provide a complete 'turn-key' solution;

Price, speed and quality of service;

The success and reliability of the delivered solution; and

The variety of services and products offered and timing of introductions
of additional value services and products.

We believe that we compete favorably on each of these factors and that we
offer clients a unique combination of integrated strategy, technology and
creative design services. The market for our services is evolving, however, and
we must continue to rapidly develop the skills and capabilities needed to
compete successfully in the future.

EMPLOYEES

As of September 1, 1999, we had 89 employees. Of these, 51 were project
personnel, 18 were selling and marketing personnel, and 20 were general and
administrative personnel. None of our employees are represented by a labor
union, and we consider our employee relations to be good.

FACILITIES

Our headquarters, which house our principal administrative, finance, sales
and marketing operations and integration and warehouse facilities, are located
in Mineola, New York. These facilities are located in approximately 25,000
square feet of leased space. We also maintain a 3,200 square foot sales office
in New York City. Both leases expire in 2002. We expect that we will need
additional space as we expand our business and believe that we will be able to
obtain suitable space as needed.

Through a Master Internet Services Agreement, we have, together with MCSP,
Inc., exclusive use of two Internet data centers. One of these is in Washington,
D.C., and the other is in Tysons Corner, Virginia. We pay for the use of such
facilities based upon the direct costs incurred in connection with our usage.
This Agreement is described in the 'Certain Transactions' section.

LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings.

<PAGE>

MANAGEMENT

The following table sets forth the names, ages and positions of Infinite
Technology's directors and executive officers as of September 1, 1999:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark Dresner................................. 43 Chairman of the Board and Director
James McGowan................................ 43 President, Chief Executive Officer and
Director
Paul Wolotsky................................ 47 Executive Vice President, Director of
Internet Operations and Director
Andrew Arlo.................................. 40 Executive Vice President
Stephen Baronian............................. 53 Vice President, Operations
Daniel Hickey................................ 39 Vice President, Services
Dennis Wilson................................ 50 Chief Financial Officer
Clifford Reddy............................... 51 Chief Technology Officer
Bernard Esquenet............................. 56 Director
Craig S. Libson.............................. 38 Director
</TABLE>

Mark Dresner. Mr. Dresner is our co-founder and has served as our Chairman
of the Board and a director since December 1994. Prior to founding Infinite
Technology Group, Mr. Dresner served as a Sales Executive for Digital Equipment
Corporation from 1985 to 1994. He previously served in various marketing and
technical roles for The New York Life Insurance Company from 1979 to 1985. Mr.
Dresner holds a B.S. degree from Long Island University and an M.S. in Computer
Science from New York Institute of Technology.

James McGowan. Mr. McGowan is our co-founder and has served as our
President, Chief Executive Officer and a director since January 1993. Prior to
founding Infinite Technology Group, Mr. McGowan served in numerous sales and
marketing positions at Digital Equipment Corporation, ATT Information Systems,
Xerox Corporation, and Pioneer Standard Electronics. Mr. McGowan holds a B.S.
degree from Fordham University and an Advanced Certificate in Finance from St.
John's University.

Paul Wolotsky. Dr. Wolotsky joined us in September 1999 as a director and
as Executive Vice President, Director of Internet Operations. Prior to joining
us, Dr. Wolotsky was engaged for 18 years in the Internet consulting, website
hosting and design and Internet connectivity business through Medical Computer
Systems, a business formed by him in 1981. In 1995 and 1996 he served as
Chairman for the Open Systems World/FedUNIX Convention Internet and World Wide
Web Conferences. Currently Dr. Wolotsky serves on the Board of Directors of the
UniForum Association, the International UNIX/Open Systems organization. Dr.
Wolotsky earned his B.S., Biomedical Engineering from the University of Michigan
in 1973 and his M.D./Ph.D. in Neurophysiology from Albert Einstein College of
Medicine in 1977.

Andrew Arlo. Mr. Arlo joined us as Executive Vice President in 1995 to
focus on our growing services business. Prior to joining us, Mr. Arlo served for
eight years as a Sales Executive at Digital Equipment Corporation supporting
DEC's financial clients. Previously Mr. Arlo held positions at NCR and NIXDORF
Computer where he was National Sales Manager. Mr. Arlo holds a B.S. degree in
Marketing from the University of Hartford.

Stephen Baronian. Mr. Baronian has served as our Vice President, Operations
since August 1999. Prior to this he served as our Director of Operations. Mr.
Baronian joined us with over 25 years experience in the banking and finance
industry, 15 years in a senior management role. Mr. Baronian holds a B.B.A.
degree in Finance with a minor in Personnel Administration from Adelphi
University.

Clifford Reddy. Mr. Reddy has served as our Chief Technology Officer since
1996. Prior to joining us, Mr. Reddy served in various technical capacities with
Digital Equipment Corporation, from 1977 to 1996. Before this Mr. Reddy served
in the U.S. Air Force for four years.

Daniel Hickey. Mr. Hickey has served as our Vice President, Services since
August 1999. He served as our Director of Technical Sales from 1997 to 1999.
Prior to joining us, Mr. Hickey served as Vice

<PAGE>

President of Unix Support at U.S. Computer Group from 1990 to 1997. Before this
Mr. Hickey was a Field Service Manager at Prime Computer Corporation for five
years.

Dennis Wilson. Mr. Wilson joined us as our Chief Financial Officer in
September 1999. Prior to joining us, Mr. Wilson was Vice President and Chief
Financial Officer and director of SysComm International Corporation. From 1972
through 1992, Mr. Wilson was employed by The Harvey Group Inc. During his career
at The Harvey Group, Mr. Wilson held the following positions: Member of the
Board of Directors, Executive Vice President and Chief Financial Officer,
Corporate Secretary and Director of Internal Audit. Mr. Wilson received a B.S.
in Accounting and an M.B.A. from St. John's University.

Bernard Esquenet. Mr. Esquenet has served as a director since August 1999.
Mr. Esquenet has been the Chief Executive Officer of The Ruhof Corporation, a
company engaged in the manufacture and sale of specialty chemical products, for
more than the past five years.

Craig S. Libson. Mr. Libson has served as a director since August 1999. Mr.
Libson is a member of the law firm of Parker Duryee Rosoff & Haft, P.C., and has
been a practicing attorney specializing in corporate and securities law since
1985.

Except for Messrs. Dresner, McGowan and Wolotsky, each of whom has an
employment agreement, our executive officers are appointed annually by, and
serve at the discretion of, the board of directors. See ' -- Employment
Agreements.'

BOARD OF DIRECTORS

Our board consists of five directors, divided into three classes,
identified as Class I, Class II and Class III. Immediately following this
offering we will be adding an additional independent director. Members of each
class hold office for staggered three-year terms. At each annual meeting of our
shareholders starting with the meeting in 2000, the successors to the directors
whose terms expire at that meeting will be elected to serve for a three-year
period following their election or until a successor has been duly elected and
qualified. Dr. Wolotsky and the newly appointed sixth director will be Class I
directors whose terms expire at the 2000 annual meeting of shareholders. Messrs.
Dresner and Esquenet are Class II directors whose terms expire at the 2001
annual meeting of shareholders. Messrs. McGowan and Libson are Class III
directors whose terms expire at the 2002 annual meeting of shareholders. The
expiration of a director's term is subject in all cases to the election and
qualification of his successor or his earlier death, removal or resignation.
Each of Messrs. Dresner, McGowan and Wolotsky have employment agreements with us
which provide for their nomination as directors. See ' -- Employment
Agreements.'

COMMITTEES OF THE BOARD OF DIRECTORS

We have an audit committee and a compensation committee. Each committee is
composed of a majority of independent directors. Following the offering, the
audit committee will be comprised of Craig Libson, Bernard Esquenet, James
McGowan and the additional independent director, and will recommend the annual
appointment of our auditors, with whom the audit committee will review the scope
of audit and non-audit assignments and related fees, accounting principles used
in financial reporting, internal auditing procedures and the adequacy of our
internal control procedures. Following the offering, the compensation committee
will be comprised of Craig Libson, Bernard Esquenet, Mark Dresner and the
additional independent director, and will make recommendations to the board
regarding compensation for our executive officers. The compensation committee
will also administer the 1999 Stock Option Plan and other compensatory plans or
arrangements adopted by the Board of Directors.

COMPENSATION OF DIRECTORS

Directors who are also our employees receive no additional compensation for
their services as directors. Directors who are not our employees will receive a
$500 fee for attendance in person at meetings of the board or committees of the
board and will be reimbursed for travel expenses and other

<PAGE>

out-of-pocket costs incurred in connection with their attendance at our board
meetings. Members of the board of directors receive annual grants of stock
options under our 1999 Directors' Stock Option Plan. See 'Stock Option Plans.'

EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation earned during 1998 by our President and Chief Executive Officer and
certain other highly compensated officers. We use the term 'named executive
officers' to refer to these people in this prospectus. The table excludes
certain perquisites and other personal benefits received by a named executive
officer that do not exceed the lesser of $50,000 or 10% of their salary and
bonus disclosed in the table.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------- ---------------------
SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION(S) SALARY BONUS OTHER OPTIONS/SARS
------------------------------ ------ ----- ----- ------------
<S> <C> <C> <C> <C>
Mark Dresner ............................... $ 144,815 -- -- --
Chairman of the Board and Director
James McGowan .............................. $ 144,815 -- -- --
President, Chief Executive Officer and
Director
Andrew Arlo ................................ $ 137,615 -- -- --
Executive Vice President
Daniel Hickey .............................. $ 90,000 -- $138,122(1) 30,000
Vice President, Services
</TABLE>

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

(1) Represents amounts paid for sales commissions.

The following table presents information on grants of stock options during
1998 to the named executive officers. These options were granted with an
exercise price equal to the fair market value of our common stock on the date of
grant, as determined by our board of directors. The 5% and 10% assumed annual
rates of compound stock price appreciation are prescribed by the rules and
regulations of the Securities and Exchange Commission and do not represent our
estimate or projection of the future trading prices of our common stock. There
can be no assurance that the actual stock price appreciation over the ten-year
option term will be at the assumed 5% and 10% levels or at any other defined
level. Actual gains, if any, on stock option exercises are dependent on numerous
factors, including our future performance, overall market conditions and the
option holder's continued employment with us throughout the entire vesting
period and option term, none of which are reflected in this table. The potential
realizable value is calculated by multiplying the fair market value per share of
common stock on the date of grant as determined by the board of directors, which
is equal to the exercise price per share, by the stated annual appreciation rate
compounded annually for the option term, subtracting the exercise price per
share from the product, and multiplying the remainder by the number of shares
underlying the option granted.

<PAGE>

OPTION GRANTS IN 1998

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS POTENTIAL REALIZABLE VALUE
UNDERLYING GRANTED TO AT ASSUMED ANNUAL RATES
OPTIONS EMPLOYEES EXERCISE EXPIRATION OF STOCK PRICE APPRECIATION
NAME GRANTED IN FISCAL YEAR PRICE DATE FOR OPTION TERM
---- ------- -------------- ----- ---- -----------------------------
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Mark Dresner................. -- -- -- -- -- --
James McGowan................ -- -- -- -- -- --
Andrew Arlo.................. -- -- -- -- -- --
Daniel Hickey................ 30,000 25.1% $1.50 01/15/08 $73,300 $116,718
</TABLE>

The following table presents information with respect to exercises of
options by the named executive officers during 1998 pursuant to the Infinite
Technology Group 1997 Stock Option Plan, and information with respect to
unexercised options to purchase Common Stock held by them at December 31, 1998.

YEAR-END 1998 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998(1)
----------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mark Dresner.................................. -- -- -- --
James McGowan................................. -- -- -- --
Andrew Arlo................................... 80,192 120,288 $150,761 $226,141
Daniel Hickey................................. 7,500 22,500 $ 11,250 $ 33,750
</TABLE>

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

(1) Based upon the fair market value of our common stock as of December 31,
1998, which was $3.00, as determined by our board of directors.

EMPLOYMENT AGREEMENTS

We have entered into an employment agreement with Mark Dresner. Under the
terms of this agreement, Mr. Dresner serves as our Chairman of the Board. His
employment agreement also provides for his nomination as a director. The
employment agreement has a five year term with automatic one year renewals,
subject to earlier termination.

As of September 1, 1999, Mr. Dresner's base annual salary was $250,000. The
compensation committee of our board of directors may increase his base salary
from time to time. We will increase his base salary annually to reflect
increases in the consumer price index. In addition to his base salary, our
compensation committee will grant Mr. Dresner cash bonuses and stock option
grants based on the attainment of certain performance objectives. In addition,
we will lease an automobile for Mr. Dresner's exclusive use. Mr. Dresner is also
entitled to participate in any employee benefit plans which we adopt for the
general benefit of our employees or executive employees.

Mr. Dresner's employment agreement automatically terminates upon his death.
In addition, we can terminate it based on his continued disability, for due
cause, or without due cause. Mr. Dresner can terminate his employment agreement
for good reason. If the employment agreement is terminated for death, disability
or due cause, we will pay Mr. Dresner any unpaid base salary and bonus through
the date of termination. If we terminate Mr. Dresner's employment agreement for
a reason other than death, disability or due cause, or if he terminates it for
good reason, we will pay him his base salary for the remaining term of the
employment agreement, but in no event less than twenty-four or more than
thirty-five months.

Mr. Dresner's employment agreement contains standard provisions regarding
confidentiality and non-competition during the term of his employment.

<PAGE>

We have entered into an employment agreement with James McGowan. Under the
terms of this agreement, Mr. McGowan serves as our President and Chief Executive
Officer. His employment agreement also provides for his nomination as a
director. The employment agreement has a five year term with automatic one year
renewals, subject to earlier termination.

As of September 1, 1999, Mr. McGowan's base annual salary was $250,000. The
compensation committee of our board of directors may increase his base salary
from time to time. We will increase his base salary annually to reflect
increases in the consumer price index. In addition to his base salary, our
compensation committee will grant Mr. McGowan cash bonuses and stock option
grants based on the attainment of certain performance objectives. In addition,
we will lease an automobile for Mr. McGowan's exclusive use. Mr. McGowan is also
entitled to participate in any employee benefit plans which we adopt for the
general benefit of our employees or executive employees.

Mr. McGowan's employment agreement automatically terminates upon his death.
In addition, we can terminate it based on his continued disability, for due
cause, or without due cause. Mr. McGowan can terminate his employment agreement
for good reason. If the employment agreement is terminated for death, disability
or due cause, we will pay Mr. McGowan any unpaid base salary and bonus through
the date of termination. If we terminate Mr. McGowan's employment agreement for
a reason other than death, disability or due cause, or if he terminates it for
good reason, we will pay him his base salary for the remaining term of the
employment agreement, but in no event less than twenty-four or more than
thirty-five months.

Mr. McGowan's employment agreement contains standard provisions regarding
confidentiality and non-competition during the term of his employment.

We have entered into an employment agreement with Paul Wolotsky. Under the
terms of this agreement, Dr. Wolotsky serves as our Executive Vice President,
Director of Internet Operations. His employment agreement also provides for his
nomination as a director. The employment agreement has a five year term with
automatic one year renewals, subject to earlier termination.

As of September 1, 1999, Dr. Wolotsky's base annual salary was $250,000.
Our compensation committee may increase his base salary from time to time. We
will increase his base salary annually to reflect increases in the consumer
price index. In addition, we will lease an automobile for Dr. Wolotsky's
exclusive use. Dr. Wolotsky is also entitled to participate in any employee
benefit plans which we adopt for the general benefit of our employees or
executive employees.

Pursuant to his employment agreement, we granted Dr. Wolotsky options to
purchase 300,000 shares of our common stock, subject to a vesting schedule. We
will grant him additional stock options and cash bonuses based on the net income
generated by our Internet division. In addition, our compensation committee may
grant Dr. Wolotsky discretionary bonuses.

Dr. Wolotsky's employment agreement automatically terminates upon his
death. In addition, we can terminate it based on his continued disability or for
due cause. Dr. Wolotsky can terminate his employment agreement for good reason.
If his employment agreement is terminated for death, disability or due cause, we
will pay Dr. Wolotsky any unpaid base salary and bonus through the date of
termination. If he terminates the employment agreement for good reason, we will
pay him his base salary for 12 months from the date of termination. In addition,
either we or Dr. Wolotsky can terminate his employment agreement if our initial
public offering is not consummated by January 1, 2000, in which event we will
enter into a consulting agreement with Dr. Wolotsky for a term of one year and
at a rate of $250,000. The employment agreement may also be terminated by either
Dr. Wolotsky or us following the third anniversary of the agreement, upon six
months written notice to the other party, in which case we will pay Dr. Wolotsky
any unpaid base salary and bonus through the date of termination.

Dr. Wolotsky's employment agreement contains standard provisions regarding
confidentiality, non-competition and our ownership of his work product.

<PAGE>

STOCK OPTION PLANS

1997 Stock Option Plan

Our 1997 stock option plan was adopted by our board of directors and
approved by our shareholders in June 1997. As amended, the 1997 plan authorizes
the issuance of up to 600,000 shares of our common stock pursuant to stock
options and other awards. As of November 15, 1999, options to purchase an
aggregate of 586,980 shares of common stock at a weighted average price of $2.37
per share were outstanding under the 1997 plan, of which 246,788 are currently
exercisable. The 1997 plan is substantially similar to our 1999 Stock Option
Plan, which is discussed in more detail below.

1999 Stock Option Plan

We have previously adopted our 1999 Stock Option Plan. The purpose of the
1999 plan is to further our growth, development and financial success by
providing additional incentives and personal interest in our company by those
responsible for securing our continued growth and success.

The 1999 plan is administered by our compensation committee, and provides
for the grant to our employees of both incentive options, intended to qualify
under Section 422 of the Internal Revenue Code, and non-qualified options to
purchase our common stock. The compensation committee will grant options subject
to a vesting schedule, conditions, restrictions and other provisions.

The price of the shares subject to each option will be equal to the fair
market value of the shares on the date we grant them. However, if we grant
incentive stock options to an individual owning more than 10% of the total
combined voting power of all classes of our stock, the exercise price of the
options will not be less than 110% of the fair market value of the underlying
shares on the date of grant, as required by Section 162(m) of the Internal
Revenue Code. If the aggregate fair market value of our shares with respect to
which incentive stock options are exercisable by any person for the first time
during any calendar year exceeds $100,000, the options will be treated as
non-qualified options.

A holder of options to purchase our common stock under the 1999 plan may
exercise the options by delivery to us of cash equal to the exercise price, or
with approval of the compensation committee, shares of our common stock equal to
the exercise price, a promissory note equal to the exercise price, or a
combination of these forms of payment.

If the outstanding shares of our common stock are changed into or exchanged
for a different number or kind of shares or other securities by reason of
reorganization, merger, consolidation, reclassification or combination of
shares, we will make adjustments in the number and kind of shares for the
purchase of which options may be granted.

The holders of options under our 1999 plan will not be considered
shareholders of ours unless and until certificates representing shares of our
common stock have been issued by us to such holders.

The maximum number of shares of our common stock for which options may be
granted under the 1999 plan is 350,000. If any option expires or is canceled
without having been fully exercised we may regrant that option. Options are not
exercisable after ten years after the date we grant them. Options we grant under
the 1999 plan generally are not transferable and terminate upon severance of
employment.

As of the date of this prospectus, there are no options outstanding under
the 1999 plan.

Infinite Technology Group Ltd. 1999 Directors' Stock Option Plan

We have previously adopted our 1999 Directors' Stock Option Plan. The
purpose of the 1999 directors' plan is to provide directors added incentives to
continue as directors of ours and to create a more direct interest by such
individuals in the future success of our operations.

The 1999 directors' plan is administered by our compensation committee, and
provides for the grant of automatic, non-discretionary, non-qualified options to
purchase our common stock to both our employee and non-employee directors. Upon
our adoption of the 1999 directors' plan, each of our existing non-employee
directors were granted an option to purchase 30,000 shares of our common stock.
In the future, an option to purchase 25,000 shares of our common stock will be
granted to each non-

<PAGE>

employee who is elected or appointed to serve as a director. An option to
purchase 10,000 and 20,000 shares of our common stock will be granted to each
employee and non-employee director, respectively, who is re-elected as a
director by our shareholders. Upon our adoption of the 1999 directors' plan,
each of our existing employee directors was granted an option to purchase 20,000
shares of our common stock. In addition, any director who is elected to a
committee of our board of directors shall be granted an additional option to
purchase 5,000 shares of common stock.

Under the 1999 director's plan, each of our director's options will vest
one half immediately upon grant, and for so long as he or she remains on the
board, one quarter at the end of each of the two years following the year in
which the option was granted. In the event of a change in control, each
outstanding option under the 1999 directors' plan shall become exercisable in
full in respect of the aggregate number of our shares covered by the option.

The price of the shares subject to each option under our 1999 directors'
plan will be equal to the fair market value of the shares on the date we grant
them.

If the outstanding shares of our common stock are changed into or exchanged
for a different number or kind of shares or other securities by reason of stock
split, subdivision, consolidation, combination, reclassification or
recapitalization involving our common stock, except in connection with an
initial public offering, we will make adjustments in the number and kind of
shares for the purchase of which options may be granted.

The holders of options under the 1999 directors' plan will not be
considered shareholders unless and until certificates representing shares of our
common stock have been issued by us to the holders.

The board of directors may terminate the 1999 directors' plan, and no
option may be granted after such termination. If not sooner terminated, the 1999
directors' plan will terminate on June 30, 2009. Options outstanding at the time
of termination will continue to be exercisable in accordance with their terms.

The maximum number of shares of our common stock for which options may be
granted under the 1999 directors' plan is 400,000. If any option expires or is
canceled without having been fully exercised we may regrant that option. Options
are not exercisable after ten years from their date of grant. Options we grant
under the 1999 directors' plan generally are not transferable and terminate
three months after termination as a director.

As of the date of this prospectus, there are 150,000 options outstanding
under the 1999 directors' plan, exercisable at a price of $10.00 per share, of
which 75,000 are currently exercisable.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mark Dresner, Chairman of our board of directors, Craig Libson and Bernard
Esquenet currently serve on our compensation committee. Immediately following
this offering, the newly-appointed sixth member of our Board will be named to
serve on the compensation committee.

LIMITATIONS OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the extent permitted by the New York Business Corporation Law, we have
included in our certificate of incorporation a provision to eliminate the
personal liability of directors for monetary damages due to their breach or
alleged breach of their fiduciary duties. Our charter does not, however, provide
for indemnification for liability due to a director's breach of his or her duty
of loyalty to us or our stockholders, for acts involving bad faith or
intentional misconduct or violations of law, or for any transaction from which
the director received an improper personal benefit. In addition, our bylaws
require us to indemnify our officers and directors under certain circumstances,
and we are required to advance to our officers and directors their expenses for
a proceeding against them. We intend to obtain directors' and officers'
liability insurance.

<PAGE>

CERTAIN TRANSACTIONS

Merger with Infinite Technology Information Services, Inc. and related
transactions

On September 20, 1999, we entered into a merger agreement with ITIS. This
agreement provides that ITIS will merge with and into Mercury Internet Services,
Inc., our wholly-owned subsidiary at the closing of this offering. While ITIS
has not generated revenues to date, it has entered into and is in the process of
securing, a number of Internet development contracts which we expect to generate
future revenues. At the time of the ITIS Merger, all of the outstanding shares
of common stock of ITIS will be exchanged for a total of 100,000 shares of our
common stock and $3.5 million of the proceeds from this offering.

ITIS was organized by Mark Dresner and James McGowan for the purpose of
pursuing Internet related design and consulting services for start-up e-commerce
businesses. Before this, ITG had been referring many of such opportunities to
third parties. ITIS's activities during 1999 consisted primarily of identifying
opportunities and performing sales and marketing activities, including
negotiating arrangements with e-commerce and Internet-based businesses for the
design and construction of the web-based solution for these customers. In
July 1999, ITIS negotiated a master internet services agreement with MCSP, Inc.,
to provide ITIS with the immediate data center and Internet access
infrastructure to provide such services on a large scale. In August 1999, ITIS
acquired from Wolotsky Enterprises, L.L.C., a company controlled by Paul
Wolotsky, the rights to a services agreement with World Online, Inc., which was
under negotiation for the design and hosting of an intranet project relating to
the auto industry. We anticipate that this services agreement will generate
significant revenue during the next twelve months. This agreement was executed
during September 1999. In exchange for the contribution of such contract rights,
Wolotsky Enterprises, L.L.C. acquired one-third of the common stock of ITIS.

Mark Dresner, Chairman of our Board of Directors, is also the President and
Treasurer of ITIS. James McGowan, our President and Chief Executive Officer, is
also Vice President and Secretary of ITIS. Mr. Dresner, Mr. McGowan, and
Wolotsky Enterprises, L.L.C., of which Paul Wolotsky, our Executive Vice
President, Director of Internet Operations, is President and sole member, each
own one-third of the outstanding shares of common stock of ITIS. Mr. Dresner and
Mr. McGowan will each receive $1.5 million as a result of the ITIS Merger.
Wolotsky Enterprises, L.L.C. will receive $500,000 and 100,000 shares of our
common stock as a result of the ITIS Merger. The consideration to be received by
the shareholders of ITIS was determined by our board of directors based upon the
potential value which ITIS brings to our growth strategy and the potential cash
flow which would be generated from projects under development by ITIS.

Under the merger agreement, at the closing of this offering, we will make a
loan to Dr. Wolotsky in the amount of $500,000 from the proceeds of the offering
(See 'Use of Proceeds'). We are making the loan to him to fund the payment of
income taxes Dr. Wolotsky will have to pay as a result of his receipt of
consideration from the ITIS Merger. The loan is secured by 100,000 shares of our
common stock which Wolotsky Enterprises, L.L.C. will receive at the closing. The
loan will bear interest at a rate of 6% per year and will mature upon the
earlier of June 30, 2004 or upon the sale of the 100,000 shares of our common
stock by Wolotsky Enterprises, L.L.C.

ITIS is a party to a master internet services agreement with MCSP, Inc.,
dated July 1, 1999, under which ITIS has the exclusive use, other than for
existing hosting commitments of MCSP, Inc., of MCSP, Inc.'s Internet data center
facilities and Internet connectivity assets. MCSP has two Internet data centers,
located in Washington, DC and Tysons Corner, Virginia. These data centers have
direct fiber optic connectivity to the MAE-East Internet hub and are connected
by a dedicated backbone. ITIS will compensate MCSP, Inc. in an amount equal to
105% of the actual direct costs incurred by MCSP, Inc. in connection with the
provision of these services. The agreement also provides that, any time after
January 1, 2001, either MCSP, Inc. or ITIS may elect that MCSP, Inc. merge with
and into ITIS, if during the six months prior to such election the revenues
generated by MCSP, Inc. pursuant to the Service Agreement with ITIS exceed
$225,000. To date, MCSP, Inc. has not generated revenues under that agreement.
Under the terms of the merger agreement, we have assumed this obligation, and,
upon effectiveness of any merger involving ITG, all of the shares of common
stock of MCSP, Inc. will be exchanged for a total of 250,000 shares of our
common stock. Dr. Wolotsky is the sole officer, director

<PAGE>

and shareholder of MCSP, Inc. By electing to merge with MCSP, Inc., we would be
able to acquire ownership of the two data centers owned by MCSP, Inc., and, as a
result, acquire in-house, turn-key data center capability without the costs or
time delays of designing, constructing and implementing three separate data
centers.

S Corporation Distribution

Immediately following the closing of this offering, we intend to make an
S corporation distribution aggregating approximately $1,400,000 to Mr. Dresner
and Mr. McGowan. In addition, at the closing we will change our federal income
tax status from an S corporation to a C corporation. In connection with this
change, we will enter into an agreement with Mr. Dresner and Mr. McGowan to
facilitate our change in tax status. Pursuant to this agreement, Mr. Dresner and
Mr. McGowan will agree to indemnify us for all income tax liability for periods
prior to the closing if we are found not to have qualified as an S corporation.

Employment Agreements

During 1999, we entered into employment agreements with Mark Dresner, James
McGowan and Paul Wolotsky. See 'Management -- Employment Agreements'.

Loans from our shareholders

In August 1996, we borrowed an aggregate of $200,000 from Mr. Dresner and
Mr. McGowan. We are repaying these loans over three years. The loans bear
interest at a rate of 7%. As of December 31, 1998, the outstanding balance was
$36,342. As of the date of this prospectus the balance has been fully repaid.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table presents information regarding the beneficial ownership
of our common stock as of November 15, 1999 and immediately following this
offering by (1) each person who beneficially owns 5% or more of a class of
capital stock, (2) each of our directors, (3) each of the named executive
officers, and (4) all of our directors and executive officers as a group.

Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common stock
beneficially owned by them. A person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from the date of
this prospectus upon the exercise of options, warrants or convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that options, warrants or convertible securities that are held by that
person, but not those held by any other person, and which are exercisable within
60 days of the date of this prospectus have been exercised and converted. This
table assumes a base of 6,000,000 shares of common stock outstanding prior to
this offering and a base of 8,000,000 shares of common stock outstanding
immediately after this offering, before any consideration is given to
outstanding options, warrants or convertible securities.

Unless otherwise noted, the address for each of the persons listed below
is: c/o Infinite Technology Group, 77 Jericho Turnpike, Mineola, New York 11501.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE PERCENTAGE
NAME SHARES BEFORE OFFERING AFTER OFFERING
---- ------ --------------- --------------
<S> <C> <C> <C>
Mark Dresner(1)....................................... 2,977,500 49.4% 37.1%
James McGowan(2)...................................... 2,977,500 49.4 37.1
Paul Wolotsky(3)...................................... 135,000 2.2 1.7
Andrew Arlo(4)........................................ 120,288 2.0 1.5
Daniel Hickey(5)...................................... 37,500 * *
Bernard Esquenet(6)................................... 20,000 * *
Craig Libson(7)....................................... 20,000 * *
All directors and executive officers as a group
(10 persons)(8)..................................... 6,343,413 100 76.0
</TABLE>

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

* Less than 1%

(1) Includes 27,500 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 27,500
shares of common stock subject to stock options which are not currently
exercisable.

(2) Includes 27,500 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 27,500
shares of common stock subject to stock options which are not currently
exercisable.

(3) Includes (i) 100,000 shares of common stock to be issued to Wolotsky
Enterprises, L.L.C. in connection with the ITIS Merger, which are
beneficially owned by Dr. Wolotsky, and (ii) 35,000 shares of common stock
which may be acquired upon the exercise of currently exercisable stock
options. Does not include 285,000 shares of common stock subject to stock
options which are not currently exercisable.

(4) Includes 120,288 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 80,192
shares of common stock subject to stock options which are not currently
exercisable.

(5) Includes 37,500 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 22,500
shares of common stock subject to stock options which are not currently
exercisable.

(6) Includes 20,000 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 20,000
shares of common stock subject to stock options which are not currently
exercisable.

(7) Includes 20,000 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 20,000
shares of common stock subject to stock options which are not currently
exercisable.

(8) Includes 343,413 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 522,067
shares of common stock subject to stock options which are not currently
exercisable.

<PAGE>

DESCRIPTION OF CAPITAL STOCK

This summary description does not describe every term of the capital stock
contained in our certificate of incorporation. We refer you to the provisions of
New York corporate law and our certificate of incorporation and bylaws, which
you can access through EDGAR at www.sec.gov.

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

Our certificate of incorporation authorizes us to issue 20,000,000 shares
of common stock, $.01 par value per share, and 2,000,000 shares of preferred
stock, $.01 par value per share. The preferred stock is issuable in series.
There will be 6,000,000 shares of our common stock outstanding immediately prior
to consummation of this offering, held of record by two shareholders, and there
will be no shares of preferred stock outstanding.

COMMON STOCK

Voting Rights. Holders of our common stock are entitled to one vote per
share on all matters to be voted upon by the shareholders. The holders of common
stock are not entitled to cumulative voting rights with respect to the election
of directors, and as a result, minority shareholders will not be able to elect
directors on the basis of their votes alone.

Dividend Rights. Subject to preferences that may be available to holders of
preferred stock, holders of common stock are entitled to receive ratably any
dividends that may be declared by the board out of available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding
up, holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of holders
of preferred stock. Holders of common stock have no preemptive, conversion or
other rights to subscribe for additional securities of ours. No redemption or
sinking fund provisions apply to the common stock. All outstanding shares of
common stock are, and all shares of common stock to be outstanding upon
completion of the offering will be, validly issued, fully paid and
nonassessable.

PREFERRED STOCK

Our board has the authority, without further action by the shareholders, to
issue up to 2,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions of those shares, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series. The issuance of
preferred stock could adversely affect the voting power of holders of our common
stock. This could also decrease the likelihood that holders of our common stock
will receive dividend payments and payments upon liquidation and could have the
effect of delaying, deferring or preventing a change of control of our company.
Accordingly, the issuance of shares of preferred stock may discourage offers for
our common stock or may otherwise adversely affect the market price of our
common stock. We have no present plan to issue any shares of preferred stock.

CERTAIN PROVISIONS OF OUR CHARTER DOCUMENTS

Our certificate of incorporation and bylaws contain the following
provisions which are intended to enhance the likelihood of continuity and
stability in the composition of the board and in the policies formulated by the
board, and to discourage certain types of transactions that may involve an
actual or threatened change of control of our company. These provisions provide:

for the authorization of the board to issue, without further action by the
shareholders, up to 2,000,000 shares of preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions of
those shares;

for the division of the board into three classes, with each class serving
for a staggered term of three years;

<PAGE>

that vacancies on the board, including newly created directorships, can be
filled only by a majority of the directors then in office;

that our directors may be removed only for cause and only by the
affirmative vote of holders of at least 66 2/3% of the outstanding shares
of voting stock, voting together as a single class;

that cumulative voting is expressly prohibited;

that certain provisions of the bylaws may be amended only by a vote of
66 2/3% of the shareholders entitled to vote; and

that shareholders wishing to nominate directors and propose other business
to be conducted at shareholder meetings must meet certain advance notice
requirements.

These provisions are designed to reduce our vulnerability to an unsolicited
proposal for a takeover that does not contemplate the acquisition of all of our
outstanding shares, or an unsolicited proposal for the restructuring or sale of
all or part of our company. Such provisions, however, could discourage potential
acquisition proposals and could delay or prevent a change of control of our
company. Such provisions may also have the effect of preventing changes in our
management.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company, and its address is 40 Wall Street, New York, New York
10005.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, no public market for our common stock existed.
Future sales of substantial amounts of common stock in the public market could
adversely affect prevailing market prices. As described below, no shares
currently outstanding will be available for sale immediately after this offering
because of contractual restrictions on resale. Sales of substantial amounts of
our common stock in the public market after the restrictions lapse could
adversely affect the prevailing market price and impair our ability to raise
equity capital in the future.

Upon completion of the offering and assuming no exercise of the
underwriters' over-allotment option and no exercise of outstanding stock options
or warrants, an aggregate of 8,000,000 shares of our common stock will be
outstanding. Of these shares, all of the shares sold in this offering will be
freely transferable without restriction or limitation under the Securities Act
of 1933 unless purchased by our 'affiliates,' as defined in Rule 144 under the
Securities Act. The remaining 6,000,000 shares are 'restricted shares' within
the meaning of Rule 144 under the Securities Act, and are subject to
restrictions under the Securities Act and the lock-up agreements described
below.

Our directors, executive officers, and shareholders have agreed not to
sell, offer for sale, or otherwise dispose of any of our common stock for a
period of 180 days from the date of this prospectus without the prior written
consent of the underwriter In addition, during the 180-day period, we have
agreed not to file any registration statement with respect to our common stock
or any securities convertible into or exercisable or exchangeable for our common
stock without the prior written consent of the underwriter.

In general, under Rule 144 as currently in effect, after the expiration of
the lock-up agreements, a person who has beneficially owned shares of common
stock for at least one year would be entitled to sell within any three-month
period the number of shares of common stock that does not exceed the greater of:

1% of the number of then outstanding shares; or

the average weekly reported trading volume during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 are also subject to certain notice and manner of sale
requirements and to the availability of current public information about us and
must be made in unsolicited brokers' transactions or to a market maker. A person
who is not an 'affiliate' of us under the Securities Act during the three months
preceding a sale and who has beneficially owned shares for at least two years is
entitled to sell

<PAGE>

such shares under Rule 144 without regard to the volume, notice, information and
manner of sale provisions. Our affiliates must comply with the restrictions and
requirements of Rule 144 when transferring restricted shares even after the
two-year holding period has expired and must comply with the restrictions and
requirements of Rule 144 other than the one-year holding period in order to sell
unrestricted shares. Rule 144 allows persons to include the holding period of
the transferor under certain circumstances.

Any of our employees, officers, directors or consultants who purchased or
were awarded shares or options to purchase shares prior to this offering are
generally entitled to rely on the resale provisions of Rule 701 under the
Securities Act, which permit affiliates and non-affiliates to sell such shares
without having to comply with the holding period restrictions of Rule 144, in
each case commencing 90 days after the date of this prospectus. In addition,
non-affiliates may sell shares without complying with the public information,
volume and notice provisions of Rule 144. Rule 701 is available for our option
holders as to all 1,036,980 options issued by us prior to this offering.

After 180 days after the offering, we intend to file a registration
statement on Form S-8 to register all of the shares of common stock reserved for
issuance pursuant to the 1997 and 1999 Infinite Technology Group Stock Option
Plans and 1999 Directors' Stock Option Plan. Accordingly, shares issued upon
exercise of such options will be freely tradeable by holders who are not our
affiliates and, subject to the volume and other limitations of Rule 144, by
holders who are affiliates.

UNDERWRITING

Subject to the terms and conditions contained in an underwriting agreement,
dated , 1999, the underwriter has agreed to purchase from us
shares of Common Stock.

The underwriting agreement provides that the underwriter's obligations to
purchase and accept delivery of the shares of common stock offered by this
prospectus is subject to approval by its counsel of particular legal matters and
other conditions. The underwriter is obligated to purchase and accept delivery
of all the shares of common stock offered by this prospectus, other than those
shares covered by the over-allotment option described below, if it purchases any
of the shares.

We have granted to the underwriter a 30-day option to purchase, on a pro
rata basis, up to 300,000 additional shares of our common stock at the initial
public offering price less the underwriting discounts and commissions. This
option may be exercised only to cover over-allotments of our common stock.

The underwriter initially proposes to offer some of the shares of common
stock to the public at the initial public offering price set forth on the cover
page of this prospectus, and some of the shares to certain dealers, including
the underwriter, at the offering price less a concession of not more than
$ per share. The underwriter may allow, and such dealers may re-allow to
other dealers, a concession of not more than $ per share. After the initial
offering of the common stock, the representatives of the underwriter may change
the public offering price and other selling terms at any time without notice.
The underwriter does not intend to confirm sales to any accounts over which they
exercise discretionary authority.

We have agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
that the underwriter may be required to make in respect thereof.

We, together with our executive officers, directors, and shareholders have
agreed, subject to certain exceptions, not to:

offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell or grant any option,
right or warrant to purchase or otherwise transfer or dispose of, directly
or indirectly, any shares of our common stock or any securities
convertible into or exercisable or exchangeable for our common stock; or

enter into any swap or other arrangement that transfers all or a portion
of the economic consequences associated with the ownership of any of our
common stock,

regardless of whether any of the transactions described above are to be settled
by the delivery of common stock, other securities, cash, or otherwise, for a
period of 180 days after the date of this

<PAGE>

prospectus without the prior written consent of the underwriter. In addition,
during this 180-day period, we have also agreed not to file any registration
statement for, and each of our executive officers, directors and shareholders
have agreed not to make any demand for, or exercise any right with respect to,
the registration of any shares of our common stock or any securities convertible
into or exercisable or exchangeable for common stock without the prior written
consent of the underwriter. However, the underwriter may, in its sole
discretion, release all or any portion of the securities subject to the lock-up
agreements. We have determined that if the lock-up with respect to a significant
number of shares has been waived, whether with respect to a single stockholder
or a number of stockholders, we would review applicable securities laws and, if
public disclosure would be appropriate, disclose the waiver.

We have agreed to pay the underwriter a non-accountable expense allowance
of 2% of the aggregate offering price of the common stock offered by this
prospectus, including any common stock purchased pursuant to the underwriter's
over-allotment option, of which we have already paid $50,000. We have also
agreed to pay all expenses in connection with qualifying the common stock
offered by this prospectus for sale under the laws of such states as the
underwriter may designate, if required, including the expenses of counsel
retained for such purposes by the underwriter.

The following table shows the per share and total non-accountable expense
allowance and underwriting discounts and commissions to be paid to the
underwriter by us in connection with our initial public offering. These amounts
are shown assuming both no exercise and full exercise of the underwriter's
option to purchase additional shares of common stock. We have also included in
the table the 140,000 underwriter's warrants we have agreed to issue to the
underwriter. We are required to issue the same number of underwriter's warrants
regardless of whether the underwriter exercises its over-allotment option.

<TABLE>
<CAPTION>
PAID BY INFINITE TECHNOLOGY GROUP LTD.
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NO EXERCISE FULL EXERCISE
---------------------------------------------------- ----------------------------------------------------
DISCOUNTS AND EXPENSE UNDERWRITER'S DISCOUNTS AND EXPENSE UNDERWRITER'S
COMMISSIONS ALLOWANCE WARRANTS COMMISSIONS ALLOWANCE WARRANTS
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Per share......... -- --
Total........ 140,000 140,000
</TABLE>

The expenses of this offering, exclusive of the underwriting discount, are
estimated at $500,000 and are payable by us. The principal components of the
offering expenses payable by us will include the fees and expenses of our
accountants and attorneys, the fees of our registrar and transfer agent, the
cost of printing this prospectus, the Nasdaq Stock Market listing fees and
filing fees paid to the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.

We have also agreed pursuant to the underwriting agreement to allow the
underwriter to designate an observer to the board of directors for a period of
three years. The individual selected by the underwriter will be entitled to
attend all our board of directors' meetings.

We have agreed to sell to the underwriter and its designees, underwriter's
warrants to purchase up to 140,000 shares of common stock at an exercise price
per share equal to 125% of the initial public offering price per share of the
common stock offered hereby. The underwriter's warrants may not be transferred,
except during a one year period commencing on the date of this prospectus, to
officers of the underwriter, and after that to officers or employees who are
shareholders of the underwriter, and are exercisable during the four-year period
commencing one year from the date of this prospectus.

During the warrant exercise term, the holders of the underwriter's warrants
are given, at nominal cost, the opportunity to profit from a rise in the market
price of the common stock. To the extent that the underwriter's warrants are
exercised or exchanged, dilution to the interests of our shareholders will
occur. Further, the terms upon which we will be able to obtain additional equity
capital may be adversely affected since the holders of the underwriter's
warrants can be expected to exercise them at a time when we would, in all
likelihood, be able to obtain any needed capital on terms more favorable to us
than those provided in the underwriter's warrants. Any profit realized by the
underwriter on the sale of the underwriter's warrants or the underlying shares
of common stock may be deemed additional underwriting compensation. The
underwriter's warrants provide for reductions, which in certain circumstances
could be material, in the exercise price of the underwriter's warrants upon the
occurrence of certain events, including adjustment of the type of securities
issuable upon exercise of the

<PAGE>

underwriter's warrants to reflect changes in the common stock and to reflect
stock dividends, stock splits and mergers, recapitalizations or sales of assets.
We have agreed to register the underwriter's warrants and the underlying shares
of common stock under the Securities Act on one occasion during the warrant
exercise term and to include such underwriter's warrants and shares in any
appropriate registration statement that is filed by us during the warrant
exercise term.

We have agreed to grant the underwriter for three years from this offering
a right of first refusal to act as manager, placement agent or investment banker
for proposed public or private offerings of our securities. In addition, we will
pay the underwriter a finder's fee if, at our request, the underwriter
introduces potential strategic partners to us during the 18 months following
this offering and we consummate a transaction with any of them.

Prior to this offering, no established trading market for our common stock
existed. The initial public offering price of our shares of common stock offered
by this prospectus was determined by negotiations among us and the
representatives of the underwriter. The factors considered in determining the
initial public offering price included the history of and the prospects for the
industry in which we compete, our past and present operations, our historical
results of operations, our prospects for future earnings, the recent market
prices of securities of generally comparable companies and the general condition
of the securities markets at the time of the offering.

We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol 'ITGL.'

Other than in the United States, no action has been taken by us or the
underwriters that would permit a public offering of the shares of common stock
offered hereby in any jurisdiction where action for that purpose is required.
The shares of common stock offered by this prospectus may not be offered or
sold, directly or indirectly, nor may this prospectus or any other offering
material or advertisements in connection with the offer and sale of any shares
of common stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of those jurisdiction. Persons with this prospectus should inform
themselves about and observe any restrictions relating to the offering and the
distribution of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy any shares of common stock offered hereby in any
jurisdiction in which such an offer or a solicitation is unlawful.

The underwriter may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act.

Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position. Stabilizing transactions permit
bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum.

Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions.

Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by that
syndicate member is purchased in a syndicate covering transaction to cover
syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of our common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon
for Infinite Technology Group by Parker Duryee Rosoff & Haft, P.C., New York,
New York. Craig S. Libson, a member of such firm, serves as a director of our
company and holds options to purchase 40,000 shares of our common stock. Certain
legal matters in connection with this offering will be passed upon for the
underwriter by Coleman, Rhine & Goodwin LLP, New York, New York.

<PAGE>

EXPERTS

Ernst & Young LLP, independent auditors, have audited our combined
financial statements at December 31, 1997 and 1998, and for each of the three
years in the period ended December 31, 1998, as set forth in their report. We've
included our financial statements in the prospectus and elsewhere in this
registration statement in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 with respect to the common stock being sold in this
offering. This prospectus is a part of that registration statement. This
prospectus does not contain all the information provided in the registration
statement and the exhibits and schedules to the registration statement, because
some parts have been omitted in accordance with the rules and regulations of the
commission. For further information with respect to us and our common stock
being sold in this offering, you should refer to the registration statement and
the exhibits and schedules filed as part of the registration statement. Although
we have included in this prospectus summaries of all significant terms of our
material agreements and other documents, these summaries are not necessarily
complete; reference is made in each case to the copy of the contract or document
filed as an exhibit to the registration statement. Each statement is qualified
in all respects by reference to the exhibit. You may inspect a copy of the
registration statement without charge at the commission's principal office in
Washington, D.C. and obtain copies of all or any part thereof, upon payment of
certain fees, from the commission's Public Reference Room at the commission's
principal office, 450 Fifth Street, NW, Washington, D.C. 20549, or at the
commission's regional offices in New York, located at 7 World Trade Center,
Suite 1300, New York, New York 10048, or in Chicago, located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
regarding the operation of the Public Reference Room by calling the commission
at 1-800-SEC-0330. The commission maintains an Internet site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the commission. The commission's World
Wide Web address is www.sec.gov.

We intend to furnish holders of our common stock with annual reports
containing, among other information, audited financial statements certified by
an independent public accounting firm and quarterly reports containing unaudited
condensed financial information for the first three quarters of each fiscal
year. We intend to furnish such other reports as we may determine or as may be
required by law.

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
INDEX TO COMBINED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors......................... F-2
Combined Balance Sheets as of December 31, 1997 and
1998 and September 30, 1999 (unaudited)............... F-3
Combined Statements of Operations for the years ended
December 31, 1996, 1997 and 1998 and the nine-month
periods ended September 30, 1998 and 1999
(unaudited)........................................... F-4
Combined Statements of Changes in Shareholders' Equity
for the years ended December 31, 1996, 1997 and 1998
and the nine-month period ended September 30, 1999
(unaudited)........................................... F-5
Combined Statements of Cash Flows for the years ended
December 31, 1996, 1997 and 1998 and the nine-month
periods ended September 30, 1998 and 1999
(unaudited)........................................... F-6
Notes to Combined Financial Statements................. F-7
</TABLE>

F-1

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
Infinite Technology Group Ltd. and Affiliate

We have audited the accompanying combined balance sheets of Infinite
Technology Group Ltd. and Affiliate (the 'Company') as of December 31, 1998 and
1997, and the related combined statements of operations, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Infinite Technology
Group Ltd. and Affiliate at December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Melville, New York
September 30, 1999

F-2

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------- SEPTEMBER 30, PRO FORMA
1997 1998 1999 AS ADJUSTED
---- ---- -------------- -----------
(UNAUDITED) (UNAUDITED
NOTE 13)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 152,480 $ 637,245 $ 599,338
Available-for-sale securities.................... -- 24,079 106,651
Accounts receivable, net of allowances for
doubtful accounts of $55,000 in 1998 and
$100,000 in 1999............................... 3,521,056 5,043,235 14,592,787
Inventories...................................... 402,834 2,022,042 587,207
Loans receivable from shareholders............... 100,000 -- --
Prepaid expenses and other current assets........ 57,597 296,746 94,000
---------- ---------- ------------
Total current assets........................ 4,233,967 8,023,347 15,979,983
Property and equipment, at cost, net of depreciation
and amortization of $118,749 in 1997, $218,010 in
1998 and $348,775 in 1999........................... 359,764 429,967 479,054
Other assets.......................................... 11,132 11,132 956,328
---------- ---------- ------------
Total assets................................ $4,604,863 $8,464,446 $ 17,415,365
---------- ---------- ------------
---------- ---------- ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit................................... $1,249,074 $3,400,000 $ 3,500,000
Note payable to bank............................. -- -- 500,000
Accounts payable................................. 2,055,289 3,497,090 7,718,475
Accrued expenses and other current liabilities... 336,093 665,106 1,487,250
Current portion of term note payable to bank..... -- 99,996 99,996
Current portion of notes payable to
shareholders................................... 68,523 36,342 --
---------- ---------- ------------
Total current liabilities................... 3,708,979 7,698,534 13,305,721
Term note payable to bank, less current portion....... -- 383,338 308,341
Notes payable to shareholders, less current portion... 42,236 -- --
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value -- 2,000,000
shares authorized, none issued and
outstanding.................................... -- -- -- $ --
ITG common stock, $.01 par value -- 20,000,000
shares authorized, 5,900,000 issued and
outstanding.................................... 59,000 59,000 59,000 59,000
ITIS common stock, no par value
200 shares authorized, shares issued and
outstanding; 100 in 1997 and 1998, 150 in
1999........................................... 10,000 10,000 860,000 860,000
Additional paid-in capital....................... -- 4,290 4,290 4,290
Accumulated other comprehensive income........... -- (1,303) (28,054) (28,054)
Retained earnings................................ 794,648 320,587 2,916,067 1,516,067
Less: shareholder notes receivable for ITIS
common stock................................... (10,000) (10,000) (10,000) (10,000)
---------- ---------- ------------ ----------
Total shareholders' equity.................. 853,648 382,574 3,801,303 $2,401,303
---------- ---------- ------------ ----------
----------
Total liabilities and shareholders'
equity.................................... $4,604,863 $8,464,446 $ 17,415,365
---------- ---------- ------------
---------- ---------- ------------
</TABLE>

See accompanying notes.

F-3

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------- -------------------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales:
Product sales............ 17,191,567 19,649,853 21,584,246 14,885,892 35,303,565
Service sales............ 1,199,329 3,256,381 4,196,540 3,870,677 4,056,337
----------- ----------- ----------- ----------- -----------
Total sales......... 18,390,896 22,906,234 25,780,786 18,756,569 39,359,902
----------- ----------- ----------- ----------- -----------
Operating expenses:
Cost of product sales.... 16,253,523 19,191,529 19,966,179 15,333,827 30,200,923
Cost of service.......... 528,880 1,087,535 1,348,389 1,146,889 1,389,879
Selling, general and
administrative
expenses............... 1,280,084 2,656,620 4,643,513 2,709,430 4,781,094
----------- ----------- ----------- ----------- -----------
Total operating
expenses.......... 18,062,487 22,935,684 25,958,081 19,190,146 36,371,896
----------- ----------- ----------- ----------- -----------
Operating income (loss)....... 328,409 (29,450) (177,295) (433,577) 2,988,006
Other (expense) income:
Interest expense, net of
interest income........ (47,028) (95,540) (196,973) (129,098) (260,898)
Miscellaneous income..... -- 4,662 20,207 -- 6,372
----------- ----------- ----------- ----------- -----------
Net income (loss)............. $ 281,381 $ (120,328) $ (354,061) $ (562,675) $ 2,733,480
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

Pro Forma (unaudited):
Income (loss) before
provision for income
taxes.................. $ 281,381 $ (120,328) $ (354,061) $ (562,675) $ 2,733,480
Provision (benefit) for
income taxes........... 128,000 (46,000) (112,000) (178,000) 1,230,000
----------- ----------- ----------- ----------- -----------
Net income (loss)........ $ 153,381 $ (74,328) $ (242,061) $ (384,675) $ 1,503,480
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net income (loss) per
share:
Basic............... $ .03 $ (.01) $ (.04) $ (.06) $ .24
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Diluted............. $ .03 $ (.01) $ (.04) $ (.06) $ .22
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Weighted average shares
outstanding:
Basic............... 5,900,000 5,900,000 6,233,333 6,233,333 6,233,333
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Diluted............. 5,900,000 5,900,000 6,233,333 6,233,333 6,689,521
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

See accompanying notes.

F-4

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 AND NINE MONTH PERIOD
ENDED SEPTEMBER 30, 1999 (UNAUDITED)

INFINITE TECHNOLOGY GROUP LTD.
-------------------------------------------------------------
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
------------------- PAID-IN RETAINED COMPREHENSIVE
SHARES AMOUNT CAPITAL EARNINGS INCOME
------ ------ ------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995........ 5,900,000 $59,000 $-- $ 773,595 $ --
Distributions to shareholders... -- -- -- (20,000) --
Net income...................... -- -- -- 281,381 --
--------- ------- ------ ---------- --------

Balance at December 31, 1996........ 5,900,000 59,000 -- 1,034,976 --
Distributions to shareholders... -- -- -- (120,000) --
Net loss........................ -- -- -- (120,328) --
--------- ------- ------ ---------- --------

Balance at December 31, 1997........ 5,900,000 59,000 -- 794,648 --
Net loss........................ -- -- -- (354,061) --
Unrealized loss on
available-for-sale
securities.................... -- -- -- -- (1,303)
Total comprehensive loss........ -- -- -- -- --
Issuance of stock options to
consultants................... -- -- 4,290 -- --
Distributions to shareholders... -- -- -- (120,000) --
--------- ------- ------ ---------- --------
Balance at December 31, 1998........ 5,900,000 59,000 4,290 320,587 (1,303)
Net income (unaudited).......... -- -- -- 2,733,480 --
Unrealized loss on available for
sale securities (unaudited)... -- -- -- -- (26,751)
Total comprehensive income
(unaudited)................... -- -- -- -- --
Distributions to shareholders
(unaudited)................... -- -- -- (138,000) --
Issuance of common stock in
connection with the
acquisition of the CarNet
Services Agreement
(unaudited)................... -- -- -- -- --
--------- ------- ------ ---------- --------
Balance at September 30, 1999
(unaudited)....................... 5,900,000 $59,000 $4,290 $2,916,067 $(28,054)
--------- ------- ------ ---------- --------
--------- ------- ------ ---------- --------

<CAPTION>
INFINITE TECHNOLOGY
INFORMATION SYSTEMS INC.
---------------------------------

COMMON STOCK SHAREHOLDER TOTAL
------------------- NOTES SHAREHOLDERS'
SHARES AMOUNT RECEIVABLE EQUITY
------ ------ ---------- ------
<S> <C> <C> <C> <C>
Balance at December 31, 1995........ 100 $ 10,000 $(10,000) $ 832,595
Distributions to shareholders... -- -- -- (20,000)
Net income...................... -- -- -- 281,381
--- ---------- -------- ----------
Balance at December 31, 1996........ 100 10,000 (10,000) 1,093,976
Distributions to shareholders... (120,000)
Net loss........................ -- -- -- (120,328)
--- ---------- -------- ----------
Balance at December 31, 1997........ 100 10,000 (10,000) 853,648
Net loss........................ -- -- -- (354,061)
Unrealized loss on
available-for-sale
securities.................... -- -- -- (1,303)
----------
Total comprehensive loss........ -- -- -- (355,364)
Issuance of stock options to
consultants................... -- -- -- 4,290
Distributions to shareholders... -- -- -- (120,000)
--- ---------- -------- ----------
Balance at December 31, 1998........ 100 10,000 (10,000) 382,574
Net income (unaudited).......... -- -- -- 2,733,480
Unrealized loss on available for
sale securities (unaudited)... -- -- -- (26,751)
----------
Total comprehensive income
(unaudited)................... -- -- -- 2,706,729
Distributions to shareholders
(unaudited)................... -- -- -- (138,000)
Issuance of common stock in
connection with the
acquisition of the CarNet
Services Agreement (unaudited) 50 850,000 -- 850,000
--- ---------- -------- ----------
Balance at September 30, 1999
(unaudited)....................... 150 $ 860,000 $(10,000) $3,801,303
--- ---------- -------- ----------
--- ---------- -------- ----------
</TABLE>

See accompanying notes.

F-5

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------- -------------------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....................... $ 281,381 $ (120,328) $ (354,061) (562,675) $ 2,733,480
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Depreciation and amortization......... 35,732 363,882 99,261 91,493 108,000
Provision for doubtful accounts....... -- -- 55,000 -- 45,000
Non-cash consulting expense........... -- -- 4,290 -- --
Realized gain on sales of
available-for-sale securities,
net................................ -- -- (3,857) -- (6,372)
Changes in operating assets and
liabilities:
Accounts receivable................ 2,049,560 (1,651,708) (1,577,179) (712,354) (9,594,552)
Inventories........................ (353,147) (29,687) (1,619,208) (2,104,292) 1,434,835
Prepaid expenses and other current
assets........................... (440) (36,142) (239,149) (37,466) 202,746
Other assets....................... -- (11,132) -- -- --
Accounts payable................... (2,317,473) 1,240,986 1,441,801 2,268,014 4,221,385
Accrued expenses and other current
liabilities...................... 98,373 220,398 329,013 244,542 822,144
----------- ----------- ----------- ----------- -----------
Net cash used in operating activities... (206,014) (23,731) (1,864,089) (812,738) (33,334)
----------- ----------- ----------- ----------- -----------
INVESTING ACTIVITIES
Purchases of property and equipment..... (218,596) (146,714) (169,464) (102,283) (157,087)
Purchases of available-for-sale
securities............................ -- -- (55,294) -- (239,686)
Proceeds from sales of
available-for-sale securities......... -- -- 33,769 -- 136,735
Other assets............................ -- (295,738) -- -- --
----------- ----------- ----------- ----------- -----------
Net cash used in investing activities... (218,596) (442,452) (190,989) (102,283) (260,038)
----------- ----------- ----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds of line of credit.............. 824,074 725,000 4,100,000 950,926 100,000
Principal repayments of line of
credit................................ (400,000) (100,000) (1,949,074) -- --
Principal repayments of notes payable to
shareholders.......................... (25,338) (63,903) (74,417) (50,941) (36,342)
Proceeds of notes payable to
shareholders.......................... 200,000 -- -- -- --
Proceeds of notes payable to bank....... -- -- 500,000 -- 1,200,000
Principal repayments of notes payable to
bank.................................. (183,340) -- (16,666) -- (774,997)
Loan to shareholders.................... -- (100,000) -- -- --
Proceeds of loan receivable from
affiliated companies.................. -- 120,000 -- -- --
Payments of deferred offering costs..... -- -- -- -- (95,196)
Distributions to shareholders........... (20,000) (120,000) (20,000) -- (138,000)
----------- ----------- ----------- ----------- -----------
Net cash provided by financing
activities............................ 395,396 461,097 2,539,843 899,985 255,465
----------- ----------- ----------- ----------- -----------
Net (decrease) increase in cash and cash
equivalents........................... (29,214) (5,086) 484,765 (15,036) (37,907)
Cash and cash equivalents at beginning
of period............................. 186,780 157,566 152,480 152,480 637,245
----------- ----------- ----------- ----------- -----------
Cash and cash equivalents at end of
period................................ $ 157,566 $ 152,480 $ 637,245 $ 137,444 $ 599,338
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Interest paid during the period......... $ 44,247 $ 90,442 $ 230,807 $ 134,782 $ 265,571
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Distributions to shareholders of $120,000 during the year ended December 31, 1998 included $100,000 which was
applied as a reduction of the loans receivable from shareholders.
</TABLE>

See accompanying notes.

F-6

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

1. DESCRIPTION OF BUSINESS

Infinite Technology Group Ltd. ('ITG' or the 'Company') and affiliate
conducts its business through four core enterprises: software applications and
services that apply to the disaster recovery, backup and record management
areas; network and business consultations and integration; computer systems
design, integration, staging and acquisition; internet implementation and
consulting. The Company focuses its sales efforts on financial, manufacturing,
distribution, government, health care, and education markets, principally in the
metropolitan New York area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF COMBINATION

The accompanying combined financial statements include the accounts of the
Company and Infinite Technology Information Services, Inc. ('ITIS' or the
'Affiliate'). Each of these companies were under common ownership and management
through August 10, 1999, and under similar ownership and common management
thereafter. See note 12 for further information regarding ITIS.

CONCENTRATION OF CREDIT RISK

During 1996 and 1997, revenues from four customers aggregated approximately
$11 million and $17 million, respectively, and during 1998 revenues from three
customers aggregated approximately $11.5 million, which represented
approximately 59% (16%, 15%, 14% and 14%), 75% (28%, 21%, 13% and 13%) and 45%
(22%, 12% and 11%), of the Company's revenues. During the nine month periods
ended September 30, 1998 and 1999, revenues from three and two customers
aggregated approximately $8.0 million and $13.4 million, respectively, which
represented approximately 43% (18%, 13% and 12%) and 34% (20% and 14%) of the
Company's revenues, respectively.

The Company performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral. Receivables
generally are due within 30 days. Credit losses relating to customers have been
consistently within management's expectations. The Company charged $55,000 and
$45,000 to operations for doubtful accounts during the year ended December 31,
1998 and the nine month period ended September 30, 1999, respectively.

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and trade receivables.
The Company places its cash and cash equivalents with high quality financial
institutions. Substantially all cash and cash equivalents are held in two
financial institutions at December 31, 1998 and September 30, 1999. Cash
equivalents are comprised of short-term money market funds.

USE OF ESTIMATES

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

CASH EQUIVALENTS

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

INVESTMENTS IN MARKETABLE SECURITIES

The Company accounts for its investments in accordance with Statement of
Financial Accounting Standards ('SFAS') No. 115, 'Accounting for Certain
Investments in Debt and Equity Securities.' The Company has evaluated its
investment policies and determined that all of its investment securities are

F-7

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS IN MARKETABLE SECURITIES (CONTINUED)
classified as available for sale. Available for sale securities are carried at
fair value, with the unrealized gains and losses reported in a separate
component of shareholders' equity. Realized gains and losses and declines in
value judged to be other than temporary on available for sale securities are
included in miscellaneous income. The cost of securities sold is based on the
specific identification method. Interest and dividends on such securities are
included in miscellaneous income.

INVENTORIES

Inventories, which consist of computer equipment and parts, are stated at
the lower of cost (first-in, first-out basis) or market.

DEPRECIATION AND AMORTIZATION

Office furniture, computer and telephone equipment are depreciated using
the straight-line method over estimated useful lives ranging from five to ten
years. Purchased computer software is depreciated over a period of four years.
Leasehold improvements are amortized using the straight-line method over the
lesser of the useful life of the asset or the life of the lease.

IMPAIRMENT OF LONG-LIVED ASSETS

When impairment indicators are present, the Company reviews the carrying
value of its assets in determining the ultimate recoverability of their
unamortized values using future undiscounted cash flows expected to be generated
by the asset. If such assets are considered impaired, the impairment recognized
is measured by the amount by which the carrying amount of the assets exceeds the
fair value of such assets.

STOCK-BASED COMPENSATION

As permitted by SFAS No. 123, 'Accounting for Stock-Based Compensation,'
the Company has elected to follow Accounting Principles Board Opinion ('APB')
No. 25, 'Accounting for Stock Issued to Employees' and related Interpretations
in accounting for its employee stock options because the alternative fair value
accounting provided for under SFAS No. 123, requires use of option valuation
models that were not developed for use in valuing employee stock options. Under
APB 25, because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

INCOME TAXES

The Company has elected to operate under Subchapter S of the Internal
Revenue Code and, consequently, is not subject to federal and certain state
income taxes; the shareholders include the Company's income in their own income
for Federal and certain state income tax purposes.

In connection with the completion of the Company's proposed initial public
offering, the Company will no longer qualify as an S corporation and will become
subject to corporate income taxes. (See note 13.)

REVENUE RECOGNITION

Product sales are recognized at the time of shipment. Revenue from the sale
of services is recognized when the services are performed. Revenue from
maintenance contracts, which is billed monthly, is recognized at the time of
billing.

F-8

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING EXPENSE

The cost of advertising is expensed as incurred. The Company incurred
approximately $69,000, $74,000 and $166,000 in advertising costs during 1996,
1997 and 1998, respectively. During the nine month periods ended September 30,
1998 and 1999, advertising expense was approximately $143,000 and $86,000,
respectively.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The recorded amounts of the Company's cash and cash equivalents, accounts
receivable, accounts payable, accrued liabilities approximate fair values
principally because of the short-term nature of these items. The recorded
amounts of the Company's long-term debt approximates fair value because the
fixed interest rate approximates the Company's current borrowing rate.

UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of management, the unaudited financial statements for the
nine months ended September 30, 1998 and 1999 are presented on a basis
consistent with the audited combined financial statements and reflect all
adjustments, consisting of only normal recurring adjustments necessary for a
fair presentation of the results hereof. The results of operations for the nine
months ended September 30, 1999, are not necessarily indicative of the results
to be expected for the year ending December 31, 1999.

COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted SFAS No. 130, 'Reporting
Comprehensive Income.' SFAS No. 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this statement had no impact on the Company's net income (loss) income or
shareholders' equity. SFAS No. 130 requires unrealized gains or losses on
available-for-sale securities to be included in comprehensive income. There were
no items of comprehensive income prior to January 1, 1998.

EARNINGS PER SHARE

Historical net income/loss per share information, which has not been
presented, as such information would not be meaningful without the provision of
income taxes. Accordingly, the Company has presented unaudited pro forma net
income (loss) per share in accordance with the provisions of SFAS No. 128,
'Earnings per Share.' Under the provisions of SFAS No. 128, basic and diluted
net income (loss) per share is computed by dividing the net income (loss) for
the period by the weighted-average number of common shares outstanding for the
period. The calculation of pro forma diluted net income per share for the nine
month period ended September 30, 1999, includes the effect of dilutive stock
options and warrants, as well as the effect of the additional shares which are
deemed to be outstanding due to the payment of the merger consideration in the
ITIS Merger which is being treated as a dividend for accounting purposes.
Diluted net (loss) per share for the years ended December 31, 1997 and 1998 and
nine month period ended September 30, 1998 excludes shares of common stock
issuable upon the exercise of stock options and warrants as the effect of such
exercises would be antidilutive. The effect of the aforementioned pro forma
dividend treatment has been included in the calculations for the year ended
December 31, 1998 and the nine month period ended September 30, 1998.

F-9

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

3. AVAILABLE-FOR-SALE SECURITIES

Available-for-sale securities consist of marketable equity securities of
publicly traded companies and mutual funds. Investments at December 31, 1998 had
an aggregate cost, fair market value and gross unrealized holding loss of
$25,382, $24,079 and $1,303, respectively. At September 30, 1999, investments
had an aggregate cost, fair market value and gross unrealized holding loss of
$134,705, $106,651 and $28,054, respectively.

4. PROPERTY AND EQUIPMENT

Details of property and equipment are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------- -------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Computer equipment................................. $298,280 $377,274 $482,452
Computer software.................................. 68,030 116,379 135,794
Furniture and fixtures............................. 47,200 57,535 79,774
Leasehold improvements............................. 65,003 96,789 129,809
-------- -------- --------
478,513 647,977 827,829
Less: accumulated depreciation and amortization.... 118,749 218,010 348,775
-------- -------- --------
$359,764 $429,967 $479,054
-------- -------- --------
-------- -------- --------
</TABLE>

5. DEBT

LINE OF CREDIT

The Company has a line of credit with a bank for up to $3,500,000 which
expires on June 30, 2000. At December 31, 1998 and September 30, 1999,
$3,400,000 and $3,500,000 were outstanding under the line, respectively. The
line of credit bears interest at the bank's prime lending rate plus three
quarters of a percent, which was 8.50% at December 31, 1998 and 9.00% at
September 30, 1999. The line of credit is collateralized by the Company's
personal property, fixtures, accounts receivable and inventory.

TERM NOTE PAYABLE TO BANK

During October 1998, the Company entered into a $500,000 term note payable
with a bank. The note is payable in equal monthly installments through
November 30, 2003 and bears interest at 7.61%. At December 31, 1998 and
September 30, 1999, $483,334 and $408,337 were outstanding, respectively.

Maturities of the note payable to bank are as follows:

<TABLE>
<S> <C>
Years ending December 31:
1999................................................... $ 99,996
2000................................................... 99,996
2001................................................... 99,996
2002................................................... 99,996
2003................................................... 83,350
--------
$483,334
--------
--------
</TABLE>

6. LEASE COMMITMENTS

The Company leases equipment under operating leases with terms from one to
three years through 1999. Equipment rentals amounted to approximately $5,000,
$5,000 and $17,000 in 1996, 1997 and 1998, respectively. For the nine months
ended September 30, 1998 and 1999, equipment rentals were approximately $12,000
and $24,000, respectively.

F-10

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

6. LEASE COMMITMENTS (CONTINUED)

The Company leases office and warehouse space under six operating leases,
five in Nassau County and one in New York City, with terms from two to five
years through 2002. The leases call for increases in real estate taxes and
operating costs over a base amount. The leases also include scheduled rent
escalations throughout the lease terms, which are expensed on a straight-line
basis over the lease term. No renewal terms exist. Rent expense was
approximately $111,000, $216,000 and $272,000 for 1996, 1997 and 1998,
respectively, and $211,000 and $249,000, for the nine months ended
September 30, 1998 and 1999, respectively.

Future minimum lease payments under the above leases, excluding real estate
taxes and operating cost escalations, are as follows:

<TABLE>
<S> <C>
Year ending December 31:
1999................................................... $283,000
2000................................................... 274,000
2001................................................... 172,000
2002................................................... 60,000
--------
Total minimum lease payments........................... $789,000
--------
--------
</TABLE>

7. RELATED PARTY TRANSACTIONS

In October 1997, the principal shareholders of the Company borrowed
$100,000 from the Company. During 1998, shareholder distributions were declared
which were applied against the amounts due.

In August 1996, the Company borrowed $100,000 from each of the
shareholders. The loans are being repaid over three years at an interest rate of
7%. The balance of the shareholders' notes payable was $110,759 and $36,342 at
December 31, 1997 and 1998, respectively.

8. EMPLOYEE SAVINGS PLAN

Effective April 1, 1997, the Company established a 401(k) Savings Plan
('the Plan'). All employees of the Company employed at the time of adoption were
eligible for the Plan. All individuals subsequently employed must be employed
for three months and over the age of nineteen to be eligible. Employees may
elect to save up to 15% of their annual compensation on a pre-tax basis subject
to certain limits. The Company matches 25% of the first 4% of compensation
contributed to the plan. The Company incurred approximately $5,000 and $15,000
in 401(k) match during 1997 and 1998, respectively.

9. COMMON STOCK

On June 12, 1997, the Company amended its certificate of incorporation to
increase the aggregate number of shares of common stock authorized and issued,
from 200 shares, no par value, to 2,000,000 shares, $.01 par value.

On July 15, 1999, the Company again amended its certificate of
incorporation to increase the aggregate number of shares of common stock
authorized from 2,000,000 shares to 10,000,000 shares of common stock and
2,000,000 of preferred stock. In addition, a stock split of 5.9 shares for each
share previously outstanding was declared resulting in 5,900,000 shares
outstanding after the split. All share amounts have been restated to reflect the
stock split. On September 27, 1999, the Company again amended its certificate of
incorporation to increase the aggregate number of shares of common stock
authorized from 10,000,000 shares to 20,000,000 shares.

F-11

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

10. STOCK INCENTIVE PLAN

On June 16, 1997, the Company established an incentive stock option plan,
whereby incentive stock options and nonqualifying stock options may be granted
to employees and consultants to the Company which entitle them to purchase
shares of the Company's common stock.

The Company's 1997 Incentive Stock Option Plan authorized the grant of up
to 320,000 options to acquire shares of the Company's $.01 par value common
stock. Effective January 1, 1999, the Company increased the number of shares
authorized for issuance under the 1997 Incentive Stock Option Plan to 600,000
from 320,000. All options granted have 10 year terms. Vesting is either 25% on
the grant date and 25% on each anniversary date during the following three
years, or 20% on the date of grant and 20% on each anniversary date during the
following four years. No options were exercised during 1997, 1998 or 1999.

The exercise price per share is determined by the Company's board of
directors at the time of grant of such option provided, however, that in the
case of an Incentive Stock Option, the exercise price may not be less than the
fair market value of the common stock at the time of the grant. The vesting and
expiration periods of options issued under this Plan are determined by the
Company's Board of Directors as set forth in the applicable option agreement,
provided that such date shall not be later than ten years after the date on
which the options were granted.

During 1997, 1998 and the nine months ended September 30, 1999, the
Company's board of directors granted 200,480, 119,500 and 267,000 Incentive
Stock Options at prices ranging from $1.12 to $10.00 per share. The options
issued in 1997 fully vest after four years and expire ten years from the date of
grant. The options issued in 1998 and 1999 fully vest after three years and
expire ten years from the date of grant. On September 1, 1999, Paul Wolotsky, in
connection with his employment agreement with the Company, was granted 300,000
non-qualified options at $8.50 per share. These options vest over a five year
period and expire ten years from the date of grant. On September 15, 1999 the
Company granted 150,000 stock options under the 1999 Directors Stock Option Plan
at an exercise price of $10.00 per share. These options vest over a two-year
period and expire ten years from the date of grant.

Of the above options granted during 1998, 11,000 stock options were granted
to various consultants in payment for their efforts in assisting in various
Company matters. The Company recorded consulting expense as a result of this
transaction of $4,290, which represents the fair market value of the options at
the date of grant.

Effective March 8, 1999, the Company adopted the 1999 Stock Option Plan
which authorized the granting of up to 350,000 options to acquire shares of the
Company's $.01 par value common stock. All options have a ten year term. The
compensation committee will grant the options subject to a vesting schedule,
conditions, restrictions and other provisions as it sees fit. There are no
options currently outstanding under the 1999 Stock Option Plan.

Effective September 15, 1999, the Company adopted the 1999 Directors Stock
Option Plan which authorized the granting of up to 400,000 options to acquire
shares of the Company's $.01 par value common stock. All options have a ten year
term and vest 50% on the date of grant and 25% on each anniversary during the
following two years. Upon the adoption of the 1999 directors plan, each of our
existing eligible non-employee directors will be granted an option to purchase
30,000 shares of common stock. In the future, an option to purchase 25,000
shares of common stock will be granted to each non-employee who is elected or
appointed to same as a director. An option to purchase 20,000 shares of common
stock will be granted to each eligible non-employee director who is re-elected
as a director by the shareholders. Each eligible employee director upon adoption
of the plan will be granted an option to purchase 20,000 shares of common stock.
In the future, an option to purchase 25,000 shares of common stock will be
granted to each employee who is elected or appointed to serve as a director. An
option to purchase 10,000 shares of common stock will be granted to each
eligible employee director

F-12

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

10. STOCK INCENTIVE PLAN (CONTINUED)
who is re-elected as a director by the shareholders. In addition, any eligible
director who is elected to a committee of our board of directors shall be
granted an additional option to purchase 5,000 shares of common stock.

Pro forma information regarding net income is required by SFAS 123, and has
been determined as if the Company had accounted for its employee stock options
under the fair value method of that Statement. The fair value of these options
was estimated at the date of grant using the minimum value option pricing model
with the following weighted average assumptions: risk free interest rate of 6%;
no dividend yield and a weighted average expected life of the options of five
years at date of grant.

For purposes of pro forma disclosure, the estimated fair value of the
options is amortized to expense over the options' vesting period. The effect of
this amortization on the Company's pro forma net loss using the minimum value
option pricing model is approximately $381,000 (or approximately $210,000
(unaudited) after deducting pro forma income taxes) for the year ended
December 31, 1998. The effect of this amortization on the year ended
December 31, 1997 was immaterial.

A summary of the Company's stock option activity, and related information
is as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
1997 1998 SEPTEMBER 30, 1999
------------------------ ------------------------ --------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
------- -------------- ------- -------------- ------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Outstanding -- beginning
of year................
-- -$- 200,480 $1.12 319,980 $1.27
Granted.................. 200,480 1.12 119,500 1.50 717,000 7.02
Canceled................. -- -- -- -- -- --
------- ----- ------- ----- --------- -----
Outstanding -- end of
year................... 200,480 $1.12 319,980 $1.27 1,036,980 $5.25
------- ----- ------- ----- --------- -----
------- ----- ------- ----- --------- -----
Exercisable at end of
year................... 40,096 $1.12 110,067 $1.21 346,788 $4.13
Weighted-averaged fair
value of options
granted during the
year................... $ .29 $ .32 $1.33
</TABLE>

Exercise prices for options outstanding as of December 31, 1998, were as
follows:

<TABLE>
<CAPTION>
NUMBER OF RANGE OF WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE REMAINING CONTRACTUAL LIFE
------- -------------- --------------------------
<S> <C> <C>
200,480 $1.12 8.5 years
119,500 $1.50 9.0 years
-------
319,980
-------
-------
</TABLE>

The options issued during the nine months ended September 30, 1999 had an
exercise price ranging from $3.00 to $10.00 per share.

11. CONTINGENCIES

The Company is occasionally the subject of or a party to various lawsuits
in the normal course of business. One claim outstanding was settled during May
1999 for an immaterial amount. No other claims were outstanding at December 31,
1998 and September 30, 1999.

12. ITIS

ITIS was formed on April 5, 1995 as a New York Corporation equally owned by
James McGowan ('McGowan') (50 shares of common stock) and Mark Dresner
('Dresner') (50 shares of common stock). Consideration for the shares is
evidenced by notes payable to ITIS in the aggregate amount of

F-13

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

12. ITIS (CONTINUED)
$10,000, which notes remain outstanding. The shareholders' equity of ITIS is
included in the accompanying balance sheets at December 31, 1997 and 1998 and
June 30, 1999; however, because the notes are deducted from shareholders'
equity, the equity of ITIS is effectively nil. Through June 30, 1999, ITIS had
no operations or transactions.

On August 10, 1999, ITIS entered into a Stock Purchase Agreement (the
'Agreement') with Wolotsky Enterprises, L.L.C., a Maryland limited liability
company owned 100% by Paul Wolotsky. In accordance with the agreement, ITIS
issued 50 new shares of its common stock to Wolotsky Enterprises, L.L.C. in
exchange for the right to enter into a Services Agreement with WorldOnline, Inc.
for the establishment of an auto industry intranet project (the 'CarNet Services
Agreement'). As the result of this transaction, McGowan, Dresner and Wolotsky
Enterprises, L.L.C. each own 50 shares, or one-third, of ITIS common stock.

On September 20, 1999, the Company and ITIS entered into a merger agreement
providing that ITIS will merge (the 'ITIS Merger') with and into a wholly-owned
subsidiary of the Company upon the closing of the Company's proposed initial
public offering. At the time of the ITIS Merger, all of the outstanding shares
of common stock of ITIS will be exchanged for a total of 100,000 shares of
Common Stock of the Company and $3.5 million in cash to be funded from the
proceeds of the proposed public offering. In connection with the ITIS Merger,
McGowan, Dresner and Wolotsky Enterprises, L.L.C. entered into a consideration
splitting agreement pursuant to which McGowan and Dresner will each receive $1.5
million of the proceeds in cash and Wolotsky Enterprises, L.L.C. will receive
$.5 million in cash and 100,000 shares of Company common stock which will be
valued at a price approximating the Company's initial public offering price.
ITIS recorded the estimated value of the CarNet Services Agreement at $850,000,
based upon the value ascribed to the Company's shares to be received in the
proposed ITIS Merger. This amount will be amortized to operations over the
three-year life of the CarNet Services Agreement.

The ITIS Merger will be accounted for as a merger of entities under common
control, which is similar to the pooling of interests method of accounting. The
portion of the proceeds of the proposed initial public offering which will be
used to fund the cash consideration in the ITIS Merger, or $3.5 million, will be
treated as a dividend.

Pursuant to the ITIS Merger agreement, upon the consummation of the ITIS
Merger, the Company will make a loan to Paul Wolotsky in the amount of $500,000.
The loan will be repayable on June 30, 2004 or upon the sale of the 100,000
shares of Company common stock held by Wolotsky Enterprises, L.L.C., which
shares will secure the loan. The loan will bear interest at 6% per annum.

ITIS is a party to a Master Internet Services Agreement with MCSP, Inc.,
dated July 1, 1999, pursuant to which ITIS has the exclusive use, other than
existing hosting commitments of MCSP, Inc., of MCSP, Inc.'s Internet data center
facilities and internet connectivity assets. ITIS will compensate MCSP, Inc. in
an amount equal to 105% of the actual direct costs incurred by MCSP, Inc. in
connection with the provision of these services. The agreement also provides
that, at any time after January 1, 2001, either MCSP, Inc. or ITIS may elect
that MCSP, Inc. merge with and into ITIS, if certain revenue levels have been
attained. Under the terms of the merger agreement, we have assumed this
obligation, and, upon effectiveness of any merger involving ITG, all of the
shares of common stock of MCSP, Inc. will be exchanged for a total of 250,000
shares of common stock. Paul Wolotsky is the sole officer, director and
shareholder of MCSP, Inc.

13. PRO FORMA INCOME TAXES AND SUBCHAPTER S DISTRIBUTION (UNAUDITED)

As described in Note 2, the Company elected to operate under Subchapter S
of the Internal Revenue Code. In connection with the completion of the Company's
proposed initial public offering, the Company will no longer qualify as an
S corporation and will become subject to corporate income taxes. The Company
estimates that it will establish a deferred tax liability of approximately
$30,000 with

F-14

<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

13. PRO FORMA INCOME TAXES AND SUBCHAPTER S DISTRIBUTION (UNAUDITED) (CONTINUED)

a corresponding charge to operations upon the termination of its Subchapter S
status. The difference between pro forma taxes at the Federal statutory rate and
the pro forma tax provision (benefit) as presented is the impact of state and
local income taxes, net of Federal benefit.

The unaudited Pro Forma As Adjusted shareholders' equity information
presented with the accompanying unaudited balance sheet as of September 30, 1999
reflects the shareholders' equity of the Company as if the planned estimated
$1,400,000 Subchapter S distribution had been made to Mr. Dresner and Mr.
McGowan at such date.

14. SUBSEQUENT EVENTS (UNAUDITED)

On October 21, 1999, the Company repaid $500,000 under a note with a bank,
dated September 20, 1999.

On October 21, 1999, the Company borrowed $800,000 under a note with a
bank. The note is due November 22, 1999, and bears interest at the bank's prime
rate plus three quarters of a percent (9%).

On October 29, 1999, the Company's line of credit was increased to
$7,500,000. The line expires on June 30, 2001 and bears interest at the bank's
prime rate plus three quarters of a percent. Borrowings under this line reduce
automatically to $3,500,000 on the earlier to occur of (1) December 31, 1999 and
(2) the consummation of an initial public offering of the common stock of the
Company. In connection with the increase in the Company's line of credit, the
bank was issued 25,000 warrants to purchase common stock in the Company at an
exercise price of $.01 per share over a five year period.

On November 3, 1999, the Company repaid a note with a bank for $3,500,000
due under its line of credit. In addition, the Company repaid a note for
$800,000 dated October 21, 1999.

On November 3, 1999, the Company borrowed $7,300,000 under a note with a
bank. The note is due December 3, 1999 and bears interest at the bank's prime
rate plus three quarters of one percent (9%).

F-15

<PAGE>

(Inside back cover)

[INFINITE TECHNOLOGY GROUP GRAPHIC]

Copy:______________________________-

www.infinitetech.com

<PAGE>

________________________________________________________________________________

[LOGO]

INFINITE TECHNOLOGY GROUP LTD.
2,000,000 SHARES OF COMMON STOCK

------------------
PROSPECTUS
------------------

AUERBACH, POLLAK & RICHARDSON, INC.

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

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make any representation as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of the
delivery of this prospectus or any sale of the common stock.

Until , 1999 (25 days after the date of this prospectus),
all dealers that effect transactions in these shares of common stock, 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 allotments or
subscriptions.

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

, 1999

________________________________________________________________________________

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with issuance
and distribution of the securities being registered, all of which shall be paid
by Infinite Technology Group. All of such amounts (except the Securities and
Exchange Commission Registration Fee, the NASD Filing Fee and the Nasdaq
National Market Listing Fee) are estimated.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 7,913
NASD Filing Fee............................................. 3,346
Nasdaq National Market Listing Fee.......................... 72,875
Printing Expenses........................................... 100,000
Legal Fees and Expenses..................................... 150,000
Accounting Fees and Expenses................................ 125,000
Blue Sky Fees and Expenses.................................. 10,000
Transfer Agent and Registrar Fees and Expenses.............. 5,000
Miscellaneous Expenses...................................... 24,366
--------
Total.................................................. $500,000
--------
--------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

New York Business Corporation Law

Section 722(a) of the New York Business Corporation Law ('BCL') provides
that any person made a party to any action by reason of the fact that he is or
was a director, officer, employee or agent of Infinite Technology Group may and,
in certain cases, must be indemnified by Infinite Technology Group against, in
the case of a non-derivative action, judgments, fines, amounts paid in
settlement and reasonable expenses (including attorneys' fees) incurred by him
as a result of such action, and in the case of a derivative action, against
expenses (including attorneys' fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Infinite Technology Group. This indemnification does not
apply, in a derivative action, to matters as to which it is adjudged that the
director, officer, employee or agent is liable to Infinite Technology Group,
unless upon court order it is determined that, despite such adjudication of
liability, but in view of all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for expenses, and, in a non-derivative action,
to any criminal proceeding in which such person had reasonable cause to believe
his conduct was unlawful.

Certificate of Incorporation

The certificate of incorporation of Infinite Technology Group provides that
a director of Infinite Technology Group shall not be personally liable to
Infinite Technology Group or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of the
director's duty of loyalty to Infinite Technology Group or its shareholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) under Section 719 of the BCL or (4) for any
transaction from which the director derived an improper personal benefit.
Additionally, the certificate of incorporation provides that Infinite Technology
Group will indemnify its officers and directors to the fullest extent permitted
by the BCL. However, if the BCL is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director of
Infinite Technology Group, in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the amended
BCL. Further, any repeal or modification of such provision of the certificate of
incorporation by the shareholders of Infinite Technology Group shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of Infinite Technology Group existing at the time of
such repeal or modification.

II-1

<PAGE>

Bylaws

Infinite Technology Group's bylaws generally provide for indemnification of
officers, directors, employees and agents of Infinite Technology Group and
persons serving at the request of Infinite Technology Group in such capacities
for other business organizations against certain losses, costs, liabilities, and
expenses incurred by reason of their positions with Infinite Technology Group or
such other business organizations. In the case of non-derivative actions,
Infinite Technology Group will indemnify such persons against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
incurred by such person as long as they acted in good faith and in a manner they
believed to be in or not opposed to the best interests of Infinite Technology
Group. In the case of derivative actions, Infinite Technology Group will
indemnify such persons against expenses, including attorneys' fees, incurred by
them as long as they acted in good faith and in a manner they believed to be in
or not opposed to the best interests of Infinite Technology Group. Infinite
Technology Group also has policies insuring its officers and directors and
certain officers and directors of its wholly owned subsidiaries against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933, as amended.

Underwriting Agreement

The underwriting agreement will provide for the indemnification of the
directors and officers of Infinite Technology Group in certain circumstances.

Insurance

Infinite Technology Group intends to maintain a policy of liability
insurance to insure its officers and directors and certain directors and
officers of its wholly owned subsidiaries against losses resulting from certain
acts committed by them in their capacities as officers and directors of Infinite
Technology Group or its subsidiaries.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 1996, Infinite Technology Group has sold and issued the
following securities:

1. The Company's 1997 Stock Option Plan, as amended, provides for the grant
of stock options to key employees of the Company (the '1997 Plan').
Under the 1997 Plan, employees are eligible to receive grants of
incentive stock options, which are intended to be 'Incentive Stock
Options,' as defined by Section 422 of the Internal Revenue Code of
1986, as amended, or non-qualified options. Options granted under the
1997 Plan are not exercisable after ten years after the date of grant.
An aggregate of 600,000 shares of common stock have been reserved for
issuance upon exercise of outstanding options issued under the 1997
Plan. The Company believes that the 1997 Plan grants described in this
paragraph are exempt from the registration requirements of the
Securities Act by reason of Rule 701 promulgated thereunder, because
such options were granted pursuant to a written compensatory benefit
plan of the Company, copies of which were provided to each participant,
and the aggregate offering price did not exceed the limit prescribed by
Rule 701 in connection with any such grant. As of September 30, 1999,
pursuant to the 1997 Plan, options to purchase an aggregate of 584,480
shares of common stock were outstanding, including options, granted on
June 17, 1997, to purchase 200,480 shares of common stock at an exercise
price of $1.12 per share, options, granted on January 15, 1998, to
purchase 119,500 shares of common stock at an exercise price of $1.50
per share, options, granted on January 15, 1999, to purchase 165,500
shares of common stock at an exercise price of $3.00 per share, options,
granted on January 15, 1999, to purchase 60,000 shares of common stock
at an exercise price of $3.30 per share, options, granted on March 15,
1999, to purchase 14,000 shares of common stock at an exercise price of
$3.75 per share, options, granted on March 15, 1999 and April 15, 1999,
to purchase an aggregate of 4,000 shares of common stock at an exercise
price of $5.00 per share and options, granted on August 23, 1999 and
September 27, 1999, to purchase an aggregate of 21,000 shares of common
stock at an exercise price of $10.00 per share. No such outstanding
options had been exercised.

II-2

<PAGE>

2. The Company's 1999 Directors' Stock Option Plan, provides for the grant
of stock options to employee and non-employee directors and committee
members of the Company (the '1999 Directors' Plan'). Under the 1999
Directors' Plan, optionees receive non-discretionary, automatic grants
of non-qualified options. Under the 1999 Directors' Plan, options vest
(i) 50% immediately upon grant, (ii) 25% if the optionee has continued
to serve as a director of the Company for the entirety of the year in
which the grant of an option is made; and (iii) the remaining 25%, if
the optionee has continued to serve as a director of the Company for the
entirety of the second year following the year in which the option grant
is made. Options granted under the 1999 Directors' Plan are not
exercisable after ten years after the date of grant. An aggregate of
400,000 shares of common stock have been reserved for issuance upon
exercise of outstanding options issued under the 1999 Directors' Plan.
The Company believes that the 1999 Directors' Plan grants described in
this paragraph are exempt from the registration requirements of the
Securities Act by reason of Rule 701 promulgated thereunder, because
such options were granted pursuant to a written compensatory benefit
plan of the Company, copies of which were provided to each participant,
and the aggregate offering price did not exceed the limit prescribed by
Rule 701 in connection with any such grant. As of November 15, 1999,
pursuant to the 1999 Directors' Plan, options to purchase an aggregate
of 150,000 shares of common stock were outstanding at an exercise price
of $10.00 per share. No such outstanding options had been exercised.

3. On September, 1 1999, the Company issued a ten (10) year option to Paul
Wolotsky to purchase up to 300,000 shares of the Company's common stock
at an exercise price of $8.50 per share, in consideration for Mr.
Wolotsky's execution of his employment agreement. The shares underlying
the option vest (i) 25,000 on September 1, 1999; (ii) 35,000 on
September 1, 2000; (iii) 45,000 on September 1, 2001; (iv) 55,000 on
September 1, 2002; (v) 65,000 on September 1, 2003; and (vi) 75,000 on
September 1, 2004. The Company believes that this transaction is exempt
from registration under the Securities Act pursuant to Section 4(2), or
Regulation D promulgated thereunder, as a transaction by an issuer not
involving a public offering.

4. On September 20, 1999, the Company entered into a merger agreement with
Infinite Technology Information Services, Inc. ('ITIS'), pursuant to
which ITIS shall be merged with and into Mercury Internet Services, Inc,
a wholly-owned subsidiary of the Company. The merger shall be
consummated upon effectiveness of this offering. At consummation of the
merger, the Company shall issue 100,000 shares of common stock to ITIS
as part of the merger consideration. The Company believes that this
transaction is exempt from registration under the Securities Act
pursuant to Section 4(2), or Regulation D promulgated thereunder, as a
transaction by an issuer not involving a public offering.

5. On October 29, 1999, the Company issued a five (5) year warrant to
Chemical Investments, Inc. to purchase up to 25,000 shares of the
Company's common stock at an exercise price of $.01 per share, as
additional incentive for The Chase Manhattan Bank to extend the
Company's line of credit. The shares underlying the warrant vest on the
earlier of (i) June 30, 2000, or (ii) the closing of the Company's
initial public offering. The Company believes that this transaction is
exempt from the registration under the Securities Act pursuant to
Section 4(2), or Regulation D promulgated thereunder, as a transaction
by an issuer not involving a public offering.

None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions, or any public offerings.

II-3

<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
1.1 -- Form of Underwriting Agreement, as amended.*
1.2 -- Form of Dealer Agreement.*
1.3 -- Form of Underwriter's Warrant Agreement.*
2.1 -- Merger Agreement, dated September 20, 1999, between the
Company and Infinite
Technology Information Services, Inc.*
3.1 -- Amended and Restated Certificate of Incorporation of the
Company.*
3.2 -- Bylaws of the Company.*
4.1 -- Specimen Certificate representing Common Stock.*
4.2 -- 1997 Stock Option Plan, as amended.*
4.3 -- 1999 Stock Option Plan.*
4.4 -- 1999 Directors' Stock Option Plan.*
5.1 -- Opinion of Parker Duryee Rosoff & Haft, P.C.***
10.1 -- Employment Agreement, dated as of July 1, 1999, between
the Company and Mark
Dresner.*
10.2 -- Employment Agreement, dated as of July 1, 1999, between
the Company and James McGowan.*
10.3 -- Employment Agreement, dated as of September 1, 1999,
between the Company and Paul Wolotsky.*
10.4 -- Master Internet Services Agreement, dated July 1, 1999,
between Infinite Technology Information Services, Inc. and
MCSP, Inc.*
10.5 -- Leases, between the Company and Gaspar Industries, Inc.,
as amended.*
10.6 -- Lease, dated June 4, 1997, between the Company and JMB-40
Broad Street Associates.***
10.7 -- S Corporation Termination, Tax Allocation and
Indemnification Agreement, dated November 17, 1999, among
Mark Dresner, James McGowan and the Company.*
10.8 -- U.S. Indirect Value Added Reseller Agreement, dated
April 25, 1995, between Sun Microsystems, Inc. and the
Company, as amended.*
21.1 -- Subsidiaries of the Company.*
23.1 -- Consent of Ernst & Young LLP.**
23.2 -- Consent of Parker Duryee Rosoff & Haft, P.C. (contained
in Exhibit 5.1).***
24.1 -- Power of Attorney (included on the signature page of this
registration statement).*
27.1 -- Financial Data Schedule.*
</TABLE>

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

* Previously filed.

** Filed herewith.

*** To be filed by amendment.

(b) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the
required information is contained in the Consolidated Financial Statements or
Notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the
underwriters, at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the

II-4

<PAGE>

payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act
the information omitted from the form of prospectus filed as a part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Mineola, on November 23,
1999.

INFINITE TECHNOLOGY GROUP LTD.

By: /s/ JAMES McGOWAN
...................................
JAMES McGOWAN
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/S/ MARK DRESNER Chairman of the Board and Director November 23, 1999
.........................................
MARK DRESNER

* President, Chief Executive Officer November 23, 1999
......................................... and Director (Principal Executive
JAMES McGOWAN Officer)

* Director November 23, 1999
.........................................
PAUL WOLOTSKY

* Director November 23, 1999
.........................................
BERNARD ESQUENET

* Director November 23, 1999
.........................................
CRAIG S. LIBSON

* Chief Financial Officer (Principal November 23, 1999
......................................... Financial and Accounting Officer)
DENNIS WILSON

*By: /s/ MARK DRESNER
...............................................
MARK DRESNER
ATTORNEY-IN-FACT

</TABLE>

II-6

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
<C> <S> <C>
1.1 -- Form of Underwriting Agreement, as amended.*.............
1.2 -- Form of Dealer Agreement.*...............................
1.3 -- Form of Underwriter's Warrant Agreement.*................
2.1 -- Merger Agreement, dated September 20, 1999, between the
Company and Infinite Technology Information Services,
Inc.*....................................................
3.1 -- Amended and Restated Certificate of Incorporation of the
Company.*................................................
3.2 -- Bylaws of the Company.*..................................
4.1 -- Specimen Certificate representing Common Stock.*.........
4.2 -- 1997 Stock Option Plan, as amended.*.....................
4.3 -- 1999 Stock Option Plan.*.................................
4.4 -- 1999 Directors' Stock Option Plan.*......................
5.1 -- Opinion of Parker Duryee Rosoff & Haft, P.C.***..........
10.1 -- Employment Agreement, dated as of July 1, 1999, between
the Company and Mark Dresner.*............................
10.2 -- Employment Agreement, dated as of July 1, 1999, between
the Company and James McGowan.*..........................
10.3 -- Employment Agreement, dated as of September 1, 1999,
between the Company and Paul Wolotsky.*..................
10.4 -- Master Internet Services Agreement, dated July 1, 1999,
between Infinite Technology Information Services, Inc. and
MCSP, Inc.*..............................................
10.5 -- Leases, between the Company and Gaspar Industries, Inc.,
as amended.*.............................................
10.6 -- Lease, dated June 4, 1997, between the Company and JMB-40
Broad Street Associates.***..............................
10.7 -- S Corporation Termination, Tax Allocation and
Indemnification Agreement, dated November 17, 1999, among
Mark Dresner, James McGowan and the Company.*.............
10.8 -- U.S. Indirect Value Added Reseller Agreement, dated
April 25, 1995, between Sun Microsystems, Inc. and the
Company, as amended.*.....................................
21.1 -- Subsidiaries of the Company.*............................
23.1 -- Consent of Ernst & Young LLP.**..........................
23.2 -- Consent of Parker Duryee Rosoff & Haft, P.C. (contained
in Exhibit 5.1).***.......................................
24.1 -- Power of Attorney (included on the signature page of this
registration statement).*.................................
27.1 -- Financial Data Schedule.*................................
</TABLE>

- ------------
* Previously filed.

** Filed herewith.

*** To be filed by amendment.

<PAGE>

Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption 'Experts' and to
the use of our report dated September 30, 1999 in Amendment No. 2 to the
Registration Statement on Form S-1 and related prospectus of Infinite Technology
Group Ltd. for the registration of 2,300,000 shares of its common stock.

/s/ ERNST & YOUNG LLP

Melville, New York
November 23, 1999