INFINITE TECHNOLOGY GROUP LTD, S-1/A, 2000-05-31

INFINITE TECHNOLOGY GROUP LTD
S-1/A, 2000-05-31
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000

REGISTRATION NO: 333-88737
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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COPIES OF COMMUNICATIONS TO:
--------------

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

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

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.
================================================================================

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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 MAY 31, 2000

PROSPECTUS

2,000,000 SHARES

[INFINITE TECHNOLOGY GROUP LTD. 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 $10.00 and
$12.00 per share.
----------------
We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "ITGL."

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

<TABLE>
<CAPTION>
PER SHARE TOTAL
----------- ----------
<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 underwriters 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.

ROTH CAPITAL PARTNERS, INC.
, 2000

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(Inside cover)

Copy: Define and Design, Construct and Connect,
Install and Implement.

(Infinite Technology Group Logo)
(Background faded graphic--circuit board;
boardroom of roundtable meeting; internet website
pages and software code)

(Graphic of sample website pages)
Copy: I-Charity is an Internet not for profit organiztion formed to provide
an efficient and secure method for charitable giving through
a website designed, developed and branded by ITG.

Copy: Strategic Fixed Income engaged ITC to construct a new extranet to
enhance its company image. The site provides clients with secure
access to their management analysis reports produced by real-time
back office systems.

(Graphic of computer screen)

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TABLE OF CONTENTS

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PAGE
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Prospectus Summary ........................... 3
Risk Factors ................................. 6
Forward-Looking Statements ................... 11
Use of Proceeds .............................. 12
Dividend Policy .............................. 12
Capitalization ............................... 13
Dilution ..................................... 14
Selected Combined/Consolidated
Financial Data ............................ 15
Management's Discussion and Analysis
of Financial Condition and Results of
Operations ................................ 16

<CAPTION>
PAGE
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Business ..................................... 20
Management ................................... 28
Certain Transactions ......................... 35
Principal Shareholders ....................... 37
Description of Capital Stock ................. 38
Shares Eligible for Future Sale .............. 39
Underwriting ................................. 40
Legal Matters ................................ 43
Experts ...................................... 43
Where You Can Find More Information .......... 43
Index to Combined/Consolidated
Financial Statements ...................... F-1
</TABLE>

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[This page is intentionally left blank]

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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 versatile supplier of information
technology (IT) services that enable our clients to use computer technology and
the Internet to improve their business. We originated in 1993, principally as a
value-added reseller of computer hardware systems and components. We have
currently established technology and marketing alliances with approximately 20
technology manufacturers, including SUN Microsystems and Compaq/Digital
Equipment Corporation. During the past three years we have focused on expanding
our scope of services by adding systems integration, maintenance and on-site
consulting services, although most of our revenues continue to be derived from
sales of computer hardware systems to corporate clients. 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 in
addition to our current offerings.

We have recently expanded our capabilities to enable us to become a full
service provider of information technology, 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 for information technology
projects:

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

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

We currently serve approximately 100 clients in the Northeast, primarily
in the New York metropolitan area, although we have been dependent on a few
customers for a significant portion of our revenue. Our clients include
1-800-FLOWERS.com, The Chase Manhattan Bank, Citibank, StarMedia, Time Inc.,
CNN, Simon & Schuster, TIAA/CREF, The Bank of New York and Compaq Computer. To
date, we have principally provided hardware sales and, to a lesser extent,
systems integration and maintenance services to these clients. With our new
data center presence in the Washington, D.C. area, we expect to significantly
expand our business to clients in that area as well.

We combine a proven track record of systems integration, strategic
relationships with major technology manufacturers, and an extensive
understanding of Internet technologies. Our ability to provide not only the
design and consulting services, but also the configuration and integration of
the system, the hardware components, 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. In addition to our
sales of computer hardware and software, which accounted for approximately 90%
of our 1999 revenues, our client services also include:

o Strategic consulting o Creative design services
o System/network design o Internet access
o Systems integration o Security and virtual private
o Internet application development networks
o System support and maintenance

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 environ-

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ment. Our goal is to continually grow and expand our capabilities, revenues and
profitability. We expect this growth to come from internal expansion of our
capacity and the increase in business opportunities represented by our existing
client base, as well as by acquisition of complementary businesses which bring
new capabilities and/or additional customer bases.

Historically, we have provided hardware components and related integration
services for Internet architecture projects designed and implemented by third
parties. During the past year we have acquired the exclusive use of two
Internet data centers and related service offerings through our acquisition of
Infinite Technology Information Services, Inc. ("ITIS"). This acquisition
enables us to undertake the design and implementation of Internet architecture
projects. These projects 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
computer systems to function seamlessly with Internet based technologies.

"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.itgl.com. The information contained on our
Internet site is not part of this prospectus.

THE OFFERING

Common stock offered........ 2,000,000 shares

Common stock to be outstanding
after the offering......... 7,950,000 shares

Use of proceeds............. We plan to use the net proceeds of this
offering to repay debt, to expand our Internet
infrastructure and services, to make S
corporation distributions, 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

Unless stated otherwise, the information contained in this prospectus (1)
assumes that our common stock will be sold at $11.00 per share and (2) assumes
that the underwriters' over-allotment option is not exercised.

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SUMMARY FINANCIAL DATA

The following table summarizes the combined/consolidated 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/Consolidated Financial Statements and the
corresponding Notes, beginning on page F-1 of this prospectus.

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<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------------------------- ------------------------
1995 1996 1997 1998 1999 1999 2000
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(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ....................... $ 16,837 $ 18,391 $22,906 $25,781 $48,817 $ 8,915 $ 17,845
Operating income (loss) ......... 69 328 (29) (177) 169 236 619
Net income (loss) ............... 68 281 (120) (354) (242) 154 449
Net income (loss) per share:
Basic .......................... $ .01 $ .05 $ (.02) $ (.06) $ (.04) $ .02 $ .07
Diluted ........................ $ .01 $ .05 $ (.02) $ (.06) $ (.04) $ .02 $ .07
Pro forma net income
(loss)(1) ...................... $ 37 $ 153 $ (74) $ (242) $ (242) $ 154 $ 248
Pro forma net income (loss)
per share:
Basic .......................... $ .01 $ .03 $ (.01) $ (.04) $ (.04) $ .03 $ .04
Diluted ........................ $ .01 $ .03 $ (.01) $ (.04) $ (.04) $ .02 $ .04
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<CAPTION>
AS OF MARCH 31, 2000
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PRO FORMA
ACTUAL AS ADJUSTED(2)
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(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents ......... $ 758 $17,285
Total assets ...................... 14,817 31,037
Short-term debt(3) ................ 4,900 3,900
Long-term debt(3) ................. 1,758 258
Total liabilities ................. 14,499 11,999
Shareholders' equity .............. 318 19,038
</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 $19.3 million after deducting underwriting discounts and
offering expenses and the satisfaction of $2.5 million of indebtedness.
Upon the closing of this offering, we intend to make an S corporation
distribution aggregating approximately $390,000 to Mark Dresner and James
McGowan, our principal shareholders, to cover their tax liability. We
made distributions aggregating $210,000 to Mr. Dresner and Mr. McGowan on
April 17, 2000. These distributions, which together aggregate $600,000,
are reflected in the pro forma as adjusted column as a reduction of
shareholders' equity.

(3) At March 31, 2000, short-term debt included $4.0 million outstanding under
our bank line of credit; $100,000 of the current portion of our term loan;
and $800,000 due to Wolotsky Enterprises in connection with the ITIS
merger. Our long-term debt includes $1.5 million under our line of credit
and $258,000 under our term loan. Borrowings under our line of credit
mature on various dates. Under our arrangement with the bank, we will
repay the amount borrowed under our line of credit in excess of $3.5
million at the time our initial public offering is completed, or June 30,
2000, whichever is earlier.

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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. As a result, the trading price of our common stock could decline, and
you could lose all or part of your investment.

WE FACE RISKS RELATING TO OUR BUSINESS

WE GENERATED NET LOSSES DURING 1998 AND 1999 AND MAY GENERATE LOSSES IN THE
FUTURE

We incurred net losses of $354,061 and $241,959 for the years ended
December 31, 1998 and 1999, respectively; however, we generated net income of
$153,624 and $448,501 for the three months ended March 31, 1999 and 2000,
respectively. At March 31, 2000, we had shareholders' equity of $317,539. If we
had not elected S corporation status for income tax purposes, our pro forma net
losses would have been $242,061 and $241,959 for the years ended December 31,
1998 and 1999, respectively; and our pro forma net income for the three months
ended March 31, 1999 and 2000 would have been $153,624 and $247,501,
respectively. If our revenues grow more slowly than we anticipate or if
operating expenses exceed our expectations, we may be unable to maintain
profitability.

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

Historically, we have derived most of our revenues from systems
integration, hardware sales and system maintenance services. Our growth
strategy focuses on our ability to continue to expand our Internet related
services. This shift in focus will divert our management's attention from our
traditional services. We may not be able to successfully generate significant
revenues from the Internet services we plan to deliver or be able to deliver
these services profitably. In addition, our attempt to expand our Internet
solution services business may adversely impact the profitability of our other
business activities and limit our ability to grow those components of our
business, placing us at a competitive disadvantage.

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

For the fiscal years ended December 31, 1998 and 1999 and for the three
months ended March 31, 2000, more than 80% of our revenues from hardware sales
resulted from the sale of products manufactured by SUN Microsystems. Although
we have a long-standing relationship with SUN, this relationship may be
terminated by SUN 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, and Internet servers in particular, deteriorates, we could lose a
significant portion of our hardware sales revenues.

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, 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. In addition, 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

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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, these persons would be difficult to replace and, as a result, we
might 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
acceptable to us. The acquisitions we do undertake may involve a number of
special risks, including:

o Diversion of management's attention, which may make it difficult to
complete existing projects and bid for new projects;

o Potential failure to retain key acquired personnel, who may be
difficult to replace. If we do not retain these individuals, it may be
difficult for us to respond to our clients' needs;

o Assumptions of unanticipated contractual liabilities and potential
lawsuits, which could result in significant legal costs and
distractions to our management;

o Difficulties integrating systems, operations and cultures, which may
lead to significant unexpected expenditures; and

o Amortization of acquired intangible assets, which may adversely affect
our earnings per share, and, consequently, the market price of our
common stock.

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 key employees
and 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 the growth of our business.
As a result, we may lose important client engagements, which might lead to a
decline in our profitability.

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 1999, our ten largest clients
generated approximately 60% of our revenues, with two clients, The Chase
Manhattan Bank and StarMedia, accounting for 17% and 12%, respectively, of our
revenues. For the three months ended March 31, 2000, our ten largest clients
generated approximately 68% of our revenues, with two clients, StarMedia and
KOZMO.com, accounting for 19% and 18%, respectively, of our revenues.

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:

o Delayed or lost revenues due to adverse client reaction;

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

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

o Claims for substantial damages against us, regardless of our
responsibility for the 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, these contractual provisions may not protect us from liability for
damages in the event we are sued. Any claims for damages, even if not true,
could result in significant legal and other costs and negative publicity.
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,
these 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 1999 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 miscalculations will occur is
relatively 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 these services.

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.
Therefore, 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, we may lose key clients to our competitors
or have difficulty adding new clients, diminishing our revenues and financial
performance. Further, if new or enhanced products are announced, clients may
delay their purchasing decisions until the new or enhanced products are
available. Purchasing delays by current or new clients will slow our growth and
hurt our profitability.

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:

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

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

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

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o Internet service providers, such as marchFIRST, Modem Media.Poppe
Tyson, US Interactive and iXL Enterprises; and

o 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 our intellectual property
could be eliminated, leading to a loss of business opportunities and clients.
This would cause our revenues and profitability to decrease. 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.

OUR QUARTERLY REVENUES AND OPERATING RESULTS COULD BE VOLATILE AND MAY CAUSE
THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE

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 could result
in increased salary expenses before the new employees begin to generate
substantial revenues.

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 the market price of our common stock to decline.

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:

o Support additional capital expenditures;

9
<PAGE>

o Take advantage of acquisition or expansion opportunities;

o Develop new services; or

o 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.

INVESTORS FACE RISKS RELATING TO THIS OFFERING

OUR OFFICERS AND DIRECTORS OWN A LARGE PERCENTAGE OF OUR STOCK WHICH WILL LIMIT
THE ABILITY OF AN INVESTOR TO INFLUENCE CORPORATE MATTERS

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 72.1% if the underwriters exercise their
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 our company, and therefore, may cause the
market price of our common stock to decline.

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
$8.74 per share, representing the difference between our net tangible book
value per share as of March 31, 2000, after giving effect to this offering, and
the assumed public offering price of $11.00 per share. Investors in this
offering will have contributed 98.3% of our net capital, but will own only
25.2% 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 OF OUR
COMPANY

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

o 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;

o 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

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

The existence of these provisions may adversely affect the price of our
common stock, discourage third parties from making a bid for our company or
reduce any premiums paid to our shareholders for their common stock.

10
<PAGE>

SHARES BECOMING AVAILABLE FOR SALE COULD RESULT IN A DECLINE OF OUR STOCK'S
MARKET 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.
Of the 6,250,000 shares outstanding prior to this offering, 5,900,000 will be
available for sale in the public market 90 days after this offering, subject to
volume limitations imposed by Rule 144 of the Securities Act of 1933 and
lock-up agreements. These potential sales could also impair our ability to
raise capital through the sale of additional equity securities.

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS PURCHASING SHARES IN THIS OFFERING

The market price of our common stock is likely to be volatile and its
value could decline. 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.

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.

11
<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of the 2,000,000 shares of common stock
offered by us will be approximately $19.3 million, assuming an initial public
offering price of $11.00 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 the proceeds to:

o Repay approximately $2.0 million of our bank debt;

o Spend approximately $2.0 million to expand our Internet infrastructure
and services;

o Make S corporation distributions of approximately $390,000;

o Satisfy $500,000 of debt incurred in the ITIS acquisition; and

o Fund possible acquisitions.

Approximately $2.0 million of the proceeds of this offering will be used
to repay a portion of our bank line of credit. At April 17, 2000, we had
approximately $5.5 million outstanding of the $7.5 million total credit line,
of which $4.0 million bears interest at prime rate plus 0.75% and $1.5 million
bears interest at prime rate plus 1.25%. This credit line expires on June 30,
2001, with the amount in excess of $3.5 million due at the earlier of the
closing of this offering or June 30, 2000.

In connection with our acquisition of ITIS, we issued a $500,000
promissory note to Wolotsky Enterprises, Inc., a shareholder of ITIS. Paul
Wolotsky is the sole shareholder of Wolotsky Enterprises, Inc. and an officer
and director of our company. The note bears interest at 8% and is due on the
earlier of December 31, 2001, or the closing of this offering.

From time to time, in the ordinary course of business, we evaluate
potential acquisitions of complementary businesses, products and technologies.
We currently have no commitments or agreements with respect to any
acquisitions. Potential acquisitions could include businesses which strengthen
our capacity in service offerings, or businesses which have developed or employ
software products which we could resell or use in our e-commerce integration
and service offerings.

Management will have broad discretion in the allocation of the net
proceeds after repayment of bank debt and the note issued in the ITIS
acquisition. 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.

12
<PAGE>

CAPITALIZATION

The following table presents our cash position and total capitalization as
of March 31, 2000 (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 $11.00 per share and the use of
$2.0 million of the net proceeds to repay bank debt and $500,000 of the net
proceeds to satisfy debt incurred in the ITIS acquisition which was consummated
on March 2, 2000 and is reflected on a pro forma as adjusted basis. You should
read the following information in connection with our Combined/Consolidated
Financial Statements and the corresponding Notes beginning on page F-1 of this
prospectus.

<TABLE>
<CAPTION>
MARCH 31, 2000
-------------------------
PRO FORMA
AS
ACTUAL ADJUSTED(1)
---------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Cash ..................................................................... $ 758 $17,285
====== =======
Short-term debt(2) ....................................................... $4,900 $ 3,900
------ -------
Long-term debt(2) ........................................................ 1,758 258
------ -------
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, 6,250,000 shares issued and outstanding, actual, 7,950,000
shares issued and outstanding pro forma as adjusted(3) ............... 63 80
Additional paid-in capital ............................................ (134) 18,958
Retained earnings ..................................................... 389 --
------ -------
Total shareholders' equity ......................................... 318 19,038
------ -------
Total capitalization ..................................................... $6,976 $23,196
====== =======
</TABLE>

----------

(1) The pro forma as adjusted balance sheet data reflects the net proceeds of
the offering, or $19.3 million after deducting underwriting discounts and
offering expenses and the satisfaction of $2.5 million of indebtedness.
Upon the closing of this offering, we intend to make an S corporation
distribution aggregating approximately $390,000 to Mr. Dresner and Mr.
McGowan. We made S corporation distributions aggregating $210,000 to Mr.
Dresner and Mr. McGowan on April 17, 2000. These distributions, which
together aggregate $600,000, are reflected in the pro forma as adjusted
column as a reduction in shareholders' equity.

(2) At March 31, 2000, short-term debt included $4.0 million outstanding
under our bank line of credit; $100,000 of the current portion of our
term loan; and $800,000 due to Wolotsky Enterprises in connection with
the ITIS merger. Our long-term debt includes $1.5 million under our line
of credit and $258,000 under our term loan. Borrowings under our line of
credit mature on various dates. Under our arrangement with the bank, we
will repay the amount borrowed under our line of credit in excess of $3.5
million at the time our initial public offering is completed, or June 30,
2000, whichever is earlier.

(3) The actual number of shares of common stock outstanding was 6,250,000 at
March 31, 2000. After giving pro forma effect to the 2,000,000 shares of
common stock being offered and the surrender for cancellation of 150,000
shares of common stock each by Mr. McGowan and Mr. Dresner on the
effective date of the offering, but excluding outstanding options to
purchase 1,331,980 shares of common stock at a weighted average exercise
price of $6.30 per share and stock warrants to purchase 25,000 shares of
common stock at an exercise price of $.01 per share, 7,950,000 shares of
common stock will be outstanding.

13
<PAGE>

DILUTION

As of March 31, 2000, our net tangible book value was $(722,279), or
approximately $(0.12) 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 $11.00
per share, and after deducting the estimated underwriting discounts and
commissions and offering expenses, and after the surrender for cancellation of
300,000 shares of common stock by existing shareholders, and the estimated
$600,000 S corporation distribution, our pro forma net tangible book value as
of March 31, 2000 would have been $17,997,721, or $2.26 per share. This
represents an immediate increase in net tangible book value of $2.38 per share
to our shareholders and an immediate dilution in net tangible book value of
$8.74 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 .................... $ 11.00
Net tangible book value per share as of March 31, 2000 .......... $ (.12)
Increase in net tangible book value per share attributable to new
shareholders .................................................. 2.38
------
Pro forma net tangible book value per share after this offering .... 2.26
--------
Dilution to new shareholders ....................................... $ 8.74
========
</TABLE>

The following table summarizes, on a pro forma basis as of March 31, 2000,
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 $11.00 per share,
before deducting the underwriting discounts and commissions and estimated
offering expenses payable by us.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------------- ------------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- --------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Existing shareholders ......... 5,950,000 74.8% $ 380,000 1.7% $ 0.06
New shareholders .............. 2,000,000 25.2% 22,000,000 98.3% $ 11.00
--------- ---- ----------- ----
Total ...................... 7,950,000 100% $22,380,000 100%
========= ==== =========== ====
</TABLE>

The foregoing table excludes 1,331,980 shares which may be acquired upon
the exercise of presently outstanding stock options at a weighted average
exercise price of $6.30 per share and 25,000 shares which may be acquired upon
the exercise of outstanding warrants at a price of $.01 per share. The table
also excludes the effect of $500,000 of consideration paid in the ITIS
acquisition, which is being treated as a dividend for accounting purposes and
250,000 shares of common stock to be issued if we acquire MCSP, Inc., a company
controlled by Paul Wolotsky, an officer and director of our company.

As of March 31, 2000, there were outstanding options to purchase an
aggregate of 1,331,980 shares of common stock adjusted to include 285,000
options granted on February 29, 2000 and 10,000 options granted on March 6,
2000, at a weighted average exercise price of $6.30 per share under our stock
option plans. In October 1999, we issued warrants to acquire 25,000 shares of
common stock at a purchase price of $.01 per share. If all of these options and
warrants had been exercised and the acquisition of MCSP had occured on March
31, 2000, before the issuance of common stock from this offering our net
tangible book value would have been approximately $7,073,846, or $.94 per
share. On the issuance of common stock from this offering, our pro forma net
tangible book value on March 31, 2000 would have been approximately
$26,393,846, or approximately $2.76 per share, the increase in net tangible
book value attributable to new investors would have been $1.82 per share and
the dilution in net tangible book value to the new investors would have been
$8.24 per share.

14
<PAGE>

SELECTED COMBINED/CONSOLIDATED FINANCIAL DATA

The following selected combined/consolidated financial data should be read
in conjunction with the Combined/Consolidated 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, 1998 and 1999 and the
statement of operations data for the years ended December 31, 1996, 1997, 1998
and 1999 have been derived from the Combined/Consolidated Financial Statements
for those years, which have been audited by Ernst & Young LLP, independent
auditors. The balance sheet data as of December 31, 1995 and the statement of
operations for the year ended December 31, 1995 are derived from the Financial
Statements for that year which are unaudited. The balance sheet data as of
March 31, 1999 and 2000 and the statement of operations data for the periods
January 1 through March 31, 1999 and 2000 are derived from our unaudited
interim Combined/Consolidated Financial Statements, which management believes
includes all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------- ------------------------
1995 1996 1997 1998 1999 1999 2000
--------------- ------------ ---------- ---------- ---------- ----------- ------------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ..................... $16,837 $18,391 $22,906 $25,781 $48,817 $8,915 $17,845
Operating expenses ............ 16,768 18,063 22,935 25,958 48,648 8,679 17,226
Operating income (loss) ....... 69 328 (29) (177) 169 236 619
Net income (loss) ............. 68 281 (120) (354) (242) 154 449
Net income (loss) per
share:
Basic ...................... $ .01 $ .05 $ (.02) $ (.06) $ (.04) $ .02 $ .07
Diluted .................... $ .01 $ .05 $ (.02) $ (.06) $ (.04) $ .02 $ .07
Pro forma net income
(loss)(1) .................... 37 153 (74) (242) (242) 154 248
Pro forma net income
(loss) per share:
Basic ...................... $ .01 $ .03 $ (.01) $ (.04) $ (.04) $ .03 $ .04
Diluted .................... $ .01 $ .03 $ (.01) $ (.04) $ (.04) $ .02 $ .04

AS OF DECEMBER 31, AS OF MARCH 31,
------------------------------------------------------------- -------------------------
1995 1996 1997 1998 1999 1999 2000
------------- -------- ------- ------- ------- --------- --------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents ..... $ 187 $ 158 $ 152 $ 637 $ 1,171 $ 695 $ 758
Total assets .................. 4,365 2,823 4,605 8,464 12,109 10,950 14,817
Short-term debt ............... 300 687 1,318 3,500 3,700 3,500 4,900
Long-term debt ................ 83 111 42 383 1,283 358 1,758
Total liabilities ............. 3,532 1,729 3,751 8,082 12,102 10,414 14,499
Shareholders' equity .......... 833 1,094 854 383 7 536 318
</TABLE>

15
<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 Combined/Consolidated 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 differences include those discussed in "Risk Factors."

OVERVIEW

Infinite Technology Group is a versatile supplier of information
technology services that enable our clients to use computer technology and the
Internet to improve their business. We originated in 1993 principally as a
value-added reseller of computer hardware systems and components. During the
past three years we have focused on expanding our services orientation by
adding systems integration, maintenance and on-site consulting services. To
date, systems integration services have been provided only in conjunction with
hardware sales; however, our maintenance services have been provided
independent of hardware sales. 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, most of our revenues have come from the resale of computer
hardware systems and related software products. We expect this to continue for
the forseeable future. 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

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

Revenues increased 100.2% to $17,845,443 for the three months ended March
31, 2000 as compared to $8,914,900 for the three months ended March 31, 1999.
Product sales increased 102.2% to $15,979,013 for the three months ended March
31, 2000 as compared to $7,902,022 for the three months ended March 31, 1999.
The significant increase in product revenue was due to the addition of new
customers, as well as increased sales to existing customers. Service sales for
the three months ended March 31, 2000 increased 68.3% to $1,705,136 as compared
to $1,012,878 for the three months ended March 31, 1999. This increase was the
result of the addition of new customers. Internet sales were $161,294 for the
three months ended March 31, 2000 compared to no Internet sales for the three
months ended March 31, 1999. These sales represent our entry into the Internet
business.

Gross profit increased to $2,999,375 or 16.8% of sales for the three
months ended March 31, 2000 as compared to $1,358,577 or 15.2% of sales for the
three months ended March 31, 1999. Gross profit relating

16
<PAGE>

to product sales was $2,295,588 or 14.4% of sales for the three months ended
March 31, 2000 as compared to $780,127 or 9.9% of sales for the three months
ended March 31, 1999. The increase in gross profit percentage during the three
months ended March 31, 2000 was the result of more efficient purchasing of
hardware and software, as well as our decision to forego business which does
not meet our profitability requirements. In addition, due to the increased
information processing needs of our customers, our product mix has shifted
toward products with higher gross margins, such as high performance computing
servers. Gross profit relating to service sales was 33.9% for the three months
ended March 31, 2000 as compared to 57.1% for the three months ended March 31,
1999. This decrease was primarily the result of an increase in the number of
service employees and the resulting increase in costs incurred as a result of
the growth in our service business. We expect the gross profit percentage on
service sales to improve from the March 31, 2000 level once the expected volume
of service sales is attained. Gross profit on Internet sales was 78.2% for the
three months ended March 31, 2000.

Selling, general and administrative expenses increased 112.0% to
$2,380,559 for the three months ended March 31, 2000 as compared to $1,123,013
for the three months ended March 31, 1999. As a percentage of sales, selling,
general and administrative expenses were 13.3% and 12.6% for the three months
ended March 31, 2000 and 1999, respectively. The increase in expenses resulted
from additional commissions paid on the increased sales volume as well as the
hiring of additional personnel necessary to support the increased sales volume
and our shift toward Internet related service offerings.

Interest expense, net of interest income, increased 105.4% to $168,286 for
the three months ended March 31, 2000 as compared to $81,940 for the three
months ended March 31, 1999. This increase was due to an increase in borrowings
necessary to finance our revenue growth and the resulting increase in accounts
receivable coupled with an increase in interest rates.

We had net income $448,501 for the three months ended March 31, 2000
compared to net income of $153,624 for the three months ended March 31, 1999.
The improvement in net income was due to the increase in sales and the overall
improvement in gross profit margins.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenues increased 89.4% to $48,817,035 for the year ended December 31,
1999 as compared to $25,780,786 for the year ended December 31, 1998. Product
sales increased 101.6% to $43,507,622 for the year ended December 31, 1999 as
compared to $21,584,246 for the year ended December 31, 1998. The significant
increase in product sales was due to the addition 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 year ended December 31, 1999 increased
26.5% to $5,309,413 as compared to $4,196,540 for the year ended December 31,
1998. This increase was the result of the addition of new customers.

Gross profit was 15.2% or $7,417,393 for the year ended December 31, 1999
compared to 17.3% or $4,466,218 for the year ended December 31, 1998. Gross
profit relating to product sales was 10.0% or $4,349,187 for the year ended
December 31, 1999 as compared to 7.5% or $1,618,067 for the year ended December
31, 1998. The increase in gross profit percentage during the year ended
December 31, 1999 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, during 1999 we terminated several less profitable sales
arrangements. Due to greater information processing needs of our customers, our
product mix during 1999 shifted toward products such as high performance
computing servers, with higher gross margins. Gross profit relating to service
sales was 57.8% for the year ended December 31, 1999 as compared to 67.9% for
the year ended December 31, 1998. The decrease was the result of an increase in
the number of employees and the resulting increase in costs incurred in
response to the anticipated growth in our service business.

Selling, general and administrative expenses increased 56.1% to $7,248,185
for the year ended December 31, 1999 as compared to $4,643,513 for the year
ended December 31, 1998. Although the amount spent on selling, general and
administrative expenses increased, these expenses as a percentage

17
<PAGE>

of sales decreased to 14.9% for the year ended December 31, 1999 as compared to
18.0% for the year ended December 31, 1998. The increase in expenses resulted
from the hiring of additional personnel necessary to support the infrastructure
needed relating to the increased sales volume as well as our shift toward
Internet related service offerings.

Interest expense, net of interest income, increased 117.9% to $429,277 for
the year ended December 31, 1999 as compared to $196,973 for the year ended
December 31, 1998. This increase was due to an increase in borrowings necessary
to finance our revenue growth and resulting increase in accounts receivable.

We generated a net loss of $241,959 for the year ended December 31, 1999
as compared to a net loss of $354,061 for the year ended December 31, 1998.
This improvement was due to the increase in sales during 1999 and increases in
gross margin for hardware sales.

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. This increase was a result of the addition of both
sales and technical personnel, together with the costs associated with the
expansion of our helpdesk functionality and software systems required by these
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 rise was due to an increase in bank borrowings
resulting from build up in both accounts receivable and inventory necessary to
support the increased sales level.

LIQUIDITY AND CAPITAL RESOURCES

Our current ratio at March 31, 2000 and 1999 was 1.02 and 1.04,
respectively. Working capital at March 31, 2000 was $221,792, a decrease of
$190,707 as compared to the three months ended March 31, 1999. The decrease was
primarily due to the issuance of notes payable in connection with the ITIS
merger.

Cash used in operating activities was $893,035 for the three months ended
March 31, 2000 and cash provided by operating activities was $181,335 for the
three months ended March 31, 1999. 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 $266,861 and $76,939
for the three months ended March 31, 2000 and 1999, respectively, and was used
to finance capital expenditures and the ITIS Merger in 2000 and capital
expenditures in 1999. Cash provided by financing activities was $747,051 for
the three months ended March 31, 2000, and included net proceeds from bank
financings and cash used in financing activities was $46,215 for the three
months ended March 31, 1999 and was used to repay notes.

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We have previously funded our operations principally from bank borrowings.
As of March 31, 2000, we had a $7,500,000 line of credit with a bank which
expires on June 30, 2001. Under the line of credit, the bank makes advances
under notes with varying due dates and interest rates which range from the
bank's prime rate plus three quarters of one percent to the bank's prime rate
plus one and one-quarter percent. We also have a $500,000 term loan with the
bank expiring on November 30, 2003 and bearing interest at 7.61%. Borrowings
under the line of credit reduce automatically to $3,500,000 on the earlier to
occur of either June 30, 2000, or the consummation of an initial public
offering of our common stock. In connection with the increase in our line of
credit to $7,500,000, the bank was issued 25,000 warrants to purchase our
common stock at an exercise price of $0.01 per share over a five year period.
As of April 17, 2000, we had $5,500,000 outstanding under this line of credit.

We expect to incur capital expenditures of approximately $2,000,000 over
the next 12 months in connection with the upgrade and expansion of our new
network operations data centers. As of March 31, 2000, we had cash of $758,276,
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 1997, 1998 or 1999 or during the three months ended March 31,
2000.

INTEREST RATE RISKS

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

At March 31, 2000, our outstanding debt approximated $5,858,000, including
approximately $358,000 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 $37,000 based upon the
weighted average outstanding variable rate borrowings during the year ended
December 31, 1999, and by $13,000 based upon the weighted average outstanding
variable rate borrowings during the three-month period ended March 31, 2000.

YEAR 2000 ISSUES

In 1999, the Company upgraded a significant portion of its software so
that its computer system would function properly with respect to dates in the
year 2000 and thereafter. The Company experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believes those systems successfully responded to the year 2000 date change.
The Company is not aware of any material problems resulting from year 2000
issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its mission
critical computer applications and those of its suppliers and vendors
throughout the year 2000 to ensure that any latent year 2000 matters that may
arise are addressed promptly.

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 years
beginning after 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.

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BUSINESS

OVERVIEW OF OUR BUSINESS

Infinite Technology Group is a broad-based and versatile independent
supplier of information technology (IT) services that enable our clients to use
computer technology and the Internet to improve their business. We originated
in 1993 principally as a value-added reseller of computer hardware systems and
components. We currently have technology and marketing alliances with
approximately 20 technology manufacturers, including SUN Microsystems and
Compaq/Digital Equipment. During the past three years we have focused on
expanding our scope of services by adding systems integration, maintenance and
on-site consulting services, although most of our revenues continue to be
derived from sales of computer hardware systems to corporate clients. To date,
we have provided these services primarily in conjunction with hardware sales.
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 in addition to our current offerings.

Our business strategy targets two primary focus areas for information
technology projects:

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

o information technology systems integration, system maintenance and
hardware and software sales.

We currently serve approximately 100 clients in the Northeast, primarily
in the New York metropolitan area, although we are dependent on a few customers
for a significant portion of our revenues. Our clients include
1-800-FLOWERS.com, The Chase Manhattan Bank, Citibank, StarMedia, Time Inc.,
CNN, Simon & Schuster, TIAA/CREF, The Bank of New York, and Compaq Computer. To
date, we have principally provided hardware sales and, to a lesser extent,
systems integration and maintenance services to these clients. With our new
data center presence in the Washington, D.C. area, we expect to expand our
business significantly.

INDUSTRY OVERVIEW

With recent advances in technology, IT companies are transforming the way
they run their businesses and manage information. According to International
Data Corporation (IDC), an independent market research firm, the information
technology industry has experienced significant growth and IDC projects that:

o Overall IT spending in the United States will grow from $351.5 billion
in 1998 to approximately $545 billion by 2003;

o The systems integration segment of this market will grow from
approximately $50 billion in 1998 to more than $90 billion by 2003; and

o The Internet and interactive integration services segment will grow
from approximately $8 billion in 1998 to approximately $79 billion by
2003.

Information technology companies such as ours provide their clients value
by solving the complex challenges posed by changing technology, including:

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

o The need to develop long-term IT strategies including incorporation of
the Internet and "e-business" models;

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o Achieving the required high degrees of integration among various
company applications, networks, platforms and the Internet and among
diverse business enterprises; and

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

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 processes. This trend will give
interactive information technology providers such as ITG, with its background
of systems integration, a superior competitive position, compared to firms that
emphasize website content and design.

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 IDC, worldwide e-commerce is
expected to soar from $50.4 billion in 1998 to approximately $1.3 trillion in
2003. 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 STRENGTHS

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. In addition to our sales of computer
hardware and software, which accounted for approximately 90% of our 1999
revenues, our client services also include:

We believe that our experience and skills drawn from our success as a
reseller of complex computer hardware components and as a systems integrator
has provided us with the strengths to effectively meet the complex needs of a
wide range of institutional systems users and provides us with a strategic
advantage over typical service providers. 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 alliances with these companies are as approved participants or
vendors in their sales and marketing programs.

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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.

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 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.

OUR STRATEGY

Our strategy is to leverage our strengths to provide a one-stop solution
to the information technology needs of corporate and institutional clients. We
will continue to provide components of solutions, such as hardware sales,
integration services or Internet hosting, as desired by our clients. However,
we believe that technological advances in hardware and software, computing
platforms and the integration of the Internet and e-commerce have resulted in a
need to address the information technology requirements of the client with a
complete technology solution. This solution will generally encompass many
product and service components. We are continuing to expand our in-house
capabilities to be able to provide existing and new clients with this full
range of services.

We are addressing the solution creation process in three phases:

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

[Copy appears within graphic representation of arrows indicating progression of events]

</TABLE>

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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:

o Workflows o Performance criteria
o External influences o Delivery mechanisms
o Existing systems design o Customer support issues
o Legacy systems o Cost
o Network infrastructure o Time frames
o Deployment processes and schedules o Competitor capabilities
o Client experience o 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.

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.
Any "down time" is unacceptable to the customer delivering the application and
to 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:

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

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o A disaster recovery plan;

o An operations plan;

o A test plan;

o A customer support plan;

o A security plan with ongoing monitoring; and

o 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 SERVICES

Network Solutions, Hardware and 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.
To date, hardware sales have provided the majority of our revenues and service
engagements have primarily been in conjunction with hardware sales. However, we
expect the recent expansion of our Internet-based services and capabilities to
significantly increase our revenues from our other service offerings.

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:

o 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.

o 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.

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

o 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.

o 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

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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 these
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.

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:

AST Computers 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

Maintenance

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

o Maintenance and repair;

o Help desk;

o Consulting; and

o 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.

Internet Services

Our Internet projects generally fall into two categories:

o "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.

o "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.

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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, a major connection point for the Internet, 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 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.

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:

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

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

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

o Internet professional service providers, such as marchFIRST, Modem
Media.Poppe Tyson, US Interactive and iXL Enterprises; and

o 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.

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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.

We currently derive and expect to continue to derive a significant portion
of our revenues from a limited number of clients. For the three months ended
March 31, 2000, StarMedia and KOZMO.com accounted for 19% and 18% of our
revenues, respectively. As of December 31, 1999, The Chase Manhattan Bank and
StarMedia accounted for 17% and 12% of our revenues, respectively. In 1998, The
Chase Manhattan Bank, Citibank and The Bank of New York accounted for 22%, 12%
and 11% of our revenues, respectively. In 1997, The Chase Manhattan Bank, The
New York Mercantile Exchange, The Bank of New York and Securities Industry
Automation Corporation accounted for 28%, 21%, 13% and 13% of our revenues,
respectively. Revenues from these clients are primarily generated from hardware
sales, and, to a lesser extent, systems integration and maintenance services.
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:

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

o The ability to provide a complete "turn-key" solution;

o Price, speed and quality of service;

o The success and reliability of the delivered solution; and

o 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 May 10, 2000, we had 100 employees. Of these, 50 were project
personnel, 23 were sales and marketing personnel, and 27 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 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 these 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.

27
<PAGE>

MANAGEMENT

The following table sets forth the names, ages and positions of Infinite
Technology's directors and executive officers as of May 10, 2000:

<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------------ ----- --------------------------------------
<S> <C> <C>
Mark Dresner .............. 44 Chairman of the Board and Director
James McGowan ............. 44 President, Chief Executive Officer
and Director
Paul Wolotsky ............. 48 Executive Vice President, Director of
Internet Operations and Director
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 ........... 39 Director
Frank J. Tasco ............ 72 Director (designee)
</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.

Stephen Baronian. Mr. Baronian has served as our Vice President,
Operations since August 1999. Prior to this he served as our Director of
Operations, beginning in October 1995. Before this Mr. Baronian was a Systems
Engineer for SBS Computers, Inc. Prior to joining SBS Computers, Mr. Baronian
had over 20 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 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.

28
<PAGE>

Dennis Wilson. Mr. Wilson joined us as our Chief Financial Officer in
September 1999. From 1995 to 1999, Mr. Wilson was Vice President and Chief
Financial Officer and director of SysComm International Corporation. From 1992
to 1995, Mr. Wilson was Chief Financial Officer of The Boerner Company. From
1972 through 1992, Mr. Wilson was employed by The Harvey Group Inc. During his
career at The Harvey Group, Mr. Wilson held positions as a 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.

Frank J. Tasco. Mr. Tasco is the Chairman of Angram Inc., a private
company in the tax lien finance business. From 1993 to 1995, Mr. Tasco served
as Chairman of Borden, Inc. Prior to 1993, Mr. Tasco was the Chairman and Chief
Executive Officer of Marsh and McLennan Companies, Inc. Mr. Tasco currently is
a director of Marsh and McLennan and Travelers Property Casualty Corp.
Additionally, Mr. Tasco is a member of the Board of Governors of St. Francis
Hospital, Roslyn, New York, a member of the board of trustees of New York
University, and a director of the Phoenix House Foundation. Mr. Tasco is also
the former chairman of the New York Stock Exchange Listed Companies Advisory
Board. Mr. Tasco has agreed to join our board of directors upon the closing of
this offering.

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 designated sixth director, Mr. Tasco, are
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 S. Libson, Bernard Esquenet and
Frank J. Tasco, 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 S. Libson, Bernard Esquenet, Mark Dresner and Frank J.
Tasco, 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.

29
<PAGE>

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
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 summary information concerning the
compensation earned during 1999 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 ................................... $192,327 -- -- 55,000
Chairman of the Board and Director
James McGowan .................................. $192,327 -- -- 55,000
President, Chief Executive Officer and Director
Andrew Arlo(1) ................................. $139,615 -- $ 24,358(2) --
Executive Vice President
Clifford Reddy ................................. $ 96,577 $5,000 -- 30,000
Chief Technology Officer
Daniel Hickey .................................. $ 93,462 -- $ 229,809(2) 30,000
Vice President, Services

</TABLE>

----------
(1) As of November 30, 1999, Mr. Arlo resigned as our Executive Vice
President.

(2) Represents amounts paid for sales commissions.

The following table presents information on grants of stock options during
1999 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.

30
<PAGE>

OPTION GRANTS IN 1999

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
POTENTIAL REALIZABLE
NUMBER OF PERCENT OF VALUE
SECURITIES TOTAL OPTIONS AT ASSUMED ANNUAL RATES
UNDERLYING GRANTED TO OF STOCK PRICE
OPTIONS EMPLOYEES EXERCISE EXPIRATION APPRECIATION
NAME GRANTED IN FISCAL YEAR PRICE DATE FOR OPTION TERM
------------------------ ------------ ---------------- ---------- ------------ -----------------------
5% 10%
----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mark Dresner ........... 30,000 4.2% $ 3.30 1/15/09 $161,261 $256,781
20,000 2.8% $ 10.00 9/15/09 $325,779 $518,748
5,000 0.7% $ 10.00 9/15/09 $ 81,445 $129,687
James McGowan .......... 30,000 4.2% $ 3.30 1/15/09 $161,261 $256,781
20,000 2.8% $ 10.00 9/15/09 $325,779 $518,748
5,000 0.7% $ 10.00 9/15/09 $ 81,445 $129,687
Andrew Arlo ............ -- -- -- -- -- --
Clifford Reddy ......... 30,000 4.2% $ 3.00 1/15/09 $146,601 $233,437
Daniel Hickey .......... 30,000 4.2% $ 3.00 1/15/09 $146,601 $233,437
</TABLE>

The following table presents information with respect to unexercised
options to purchase common stock held by the named executive officers at
December 31, 1999.

YEAR-END 1999 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999(1)
------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Mark Dresner ........... 20,000 35,000 $ 50,250 $150,750
James McGowan .......... 20,000 35,000 $ 50,250 $150,750
Andrew Arlo ............ 120,288 80,192 $1,068,157 $712,105
Clifford Reddy ......... 22,500 37,500 $ 180,000 $285,000
Daniel Hickey .......... 22,500 37,500 $ 180,000 $285,000
</TABLE>

----------
(1) Based upon the fair market value of our common stock as of December 31,
1999, which was $10.00, 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 May 10, 2000, 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

31
<PAGE>

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 24, or more than 35 months.

Mr. Dresner'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 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 May 10, 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 24 or
more than 35 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 May 10, 2000, 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. 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.

32
<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 April 17, 2000, 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 337,163 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 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 board of directors, 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 board of directors, 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, options to purchase an aggregate of
295,000 shares of common stock at prices ranging from $10.00 to $10.50 are
outstanding under the 1999 plan, of which 111,250 are currently exercisable.

Infinite Technology Group Ltd. 1999 Directors' Stock Option Plan

We have 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 board of directors, and
provides for the grant of automatic, non-discretionary, non-qualified options
to purchase our common stock to both our employee

33
<PAGE>

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-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, upon each annual meeting of 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 the
future, an option to purchase 15,000 shares of our common stock will be granted
to each employee who is elected to serve as a director. 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, 150,000 options are 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 S. Libson and
Bernard Esquenet currently serve on our compensation committee. Immediately
following this offering Frank J. Tasco, a designee for appointment to 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 shareholders, 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.

34
<PAGE>

CERTAIN TRANSACTIONS

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

Pursuant to a Merger Agreement dated September 20, 1999, as amended
February 28, 2000, ITIS was merged with and into Mercury Internet Services,
Inc., our wholly-owned subsidiary. As a result of the Merger, all of the
outstanding shares of common stock of ITIS were exchanged for a total of
350,000 shares of our common stock, a cash payment of $500,000, of which
$200,000 was paid at closing and the balance is payable in three equal
installments on June 30, September 30 and December 31, 2000, and a promissory
note in the amount of $500,000, payable on December 31, 2001, but which must be
prepaid upon the closing of 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 these
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., a company controlled by Paul Wolotsky, to
provide ITIS with the immediate data center and Internet access infrastructure
to provide these services on a large scale. In August 1999, ITIS acquired from
Wolotsky Enterprises, Inc., 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 12 months. This agreement was executed during September
1999. In exchange for the contribution of these contract rights, Wolotsky
Enterprises acquired one-third of the common stock of ITIS. Wolotsky
Enterprises incurred minimal out-of-pocket financial expense in procuring these
contract rights. However, Paul Wolotsky, the president of Wolotsky Enterprises,
expended significant time and effort to obtain these contracts.

Mark Dresner, Chairman of our Board of Directors, was the President and
Treasurer of ITIS. James McGowan, our President and Chief Executive Officer,
was Vice President and Secretary of ITIS. Mr. Dresner, Mr. McGowan, and
Wolotsky Enterprises, of which Paul Wolotsky, our Executive Vice President,
Director of Internet Operations, is President, each owned one-third of the
outstanding shares of common stock of ITIS. Mr. Dresner and Mr. McGowan each
received 150,000 shares as a result of the ITIS Merger, all of which they will
surrender to our treasury upon the effectiveness of this offering. Wolotsky
Enterprises received $200,000, the right to receive $300,000 during the year
2000, 50,000 shares of our common stock, and a promissory note in the amount of
$500,000, as a result of the ITIS Merger. The consideration 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 by ITIS.

As a result of a Master Internet Services Agreement with MCSP, we have the
exclusive use, other than for existing hosting commitments of MCSP, of MCSP's
Internet data center facilities and Internet connectivity assets. MCSP has
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. We will compensate MCSP
in an amount equal to 105% of the actual direct costs incurred by MCSP in
connection with the provision of these services. The agreement also provides
that, any time after January 1, 2001, either party may elect that MCSP merge
with and into our Mercury Internet Services subsidiary, if during the 12 months
prior to such election the revenues generated by MCSP from the service
agreement exceed $450,000, which would generate estimated profits of $21,400 to
MCSP. To date, MCSP has not generated significant revenues under that
agreement. Upon effectiveness of a merger with MCSP, all of the shares of
common stock of MCSP will be exchanged for a total of 250,000 shares of our
common stock. Dr. Wolotsky is the sole officer, director and shareholder of
MCSP. If either party elects to proceed with the MCSP merger, we would be able
to acquire ownership of the two data centers owned by MCSP, and, as a result,
acquire long-term in-house, turn-key data center capability without the costs
or time delays of designing, constructing and implementing these data centers.

35
<PAGE>

Employment Agreements

During 1999, we entered into employment agreements with Mark Dresner,
James McGowan and Paul Wolotsky. The material terms of these agreements are
described in this prospectus under the heading "Employment Agreements".

Loans from our shareholders

In August 1996, we borrowed an aggregate of $200,000 from Mr. Dresner and
Mr. McGowan. We repaid these loans over three years. The loans bore 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.

Surrender of shares

Mr. Dresner and Mr. McGowan have each agreed to surrender 150,000 shares
of our common stock on the effective date of this offering.

36
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table presents information regarding the beneficial
ownership of our common stock as of April 17, 2000 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 5,950,000 shares of common stock
outstanding prior to this offering and a base of 7,950,000 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 49.8% 37.3%
James McGowan(2) .............................. 2,977,500 49.8 37.3
Paul Wolotsky(3) .............................. 135,000 2.2 1.7
Daniel Hickey(4) .............................. 37,500 * *
Clifford Reddy(5) ............................. 22,500 * *
Bernard Esquenet(6) ........................... 20,000 * *
Craig S. Libson(7) ............................ 20,000 * *
All directors and executive officers as a group
(9 persons)(8) ............................... 6,245,625 100 75.7
</TABLE>

----------
* Less than 1%

(1) Includes 27,500 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options and gives effect to the
surrender of 150,000 shares upon the date of this prospectus. 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 and gives effect to the
surrender of 150,000 shares upon the date of this prospectus. Does not
include 27,500 shares of common stock subject to stock options which are
not currently exercisable.

(3) Includes (i) 50,000 shares of common stock issued to Wolotsky
Enterprises, Inc. in connection with the ITIS Merger, which are
beneficially owned by Dr. Wolotsky, and (ii) 85,000 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 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.

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

37
<PAGE>

(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 295,625 shares of common stock which may be acquired upon the
exercise of currently exercisable stock options. Does not include 479,375
shares of common stock subject to stock options which are not currently
exercisable.

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 5,950,000 shares of our common stock outstanding immediately
prior to consummation of this offering, held of record by three 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 the 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.

38
<PAGE>

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:

o 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;

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

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

o 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;

o that cumulative voting is expressly prohibited;

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

o that shareholders wishing to nominate directors and propose other
business to be conducted at shareholder meetings must meet 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. These provisions, however,
could discourage potential acquisition proposals and could delay or prevent a
change of control of our company. These provisions may also have the effect of
preventing changes in our management.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our 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 7,950,000 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 5,950,000 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 and executive officers who are also 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 representatives of the underwriters. In addition, during
this

39
<PAGE>

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
representatives.

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:

o 1% of the number of then outstanding shares; or

o 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 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 ours 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 its 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
particular 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 1,331,980 options issued by us prior to this offering.

Six months after the closing of 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 our 1997 and 1999 stock option plans
and 1999 directors' plan. Accordingly, shares issued upon exercise of these
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 of an underwriting agreement, the underwriters named
below, through their representatives, Auerbach, Pollak & Richardson, Inc. and
Roth Capital Partners, Inc., have severally agreed to purchase from us the
following respective number of shares of common stock at the public offering
price less the underwriting discount set forth on the cover page of this
prospectus.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
----------------------------------------------- ------------
<S> <C>
Auerbach, Pollak & Richardson, Inc. .........
Roth Capital Partners, Inc. ................. ---------
Total .................................... 2,000,000
=========
</TABLE>

The underwriting agreement provides that the underwriters' obligations to
purchase and accept delivery of the shares of common stock offered by this
prospectus is subject to approval by their counsel of particular legal matters
and other conditions. The underwriters are 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 they
purchase any of the shares.

40
<PAGE>

We have granted to the underwriters 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. To the
extent that the underwriters exercise such option, each of the underwriters
will have a firm commitment to purchase approximately the same percentage that
the number of shares of common stock to be purchased by it in the above table
bears to 2,000,000, and we will be obligated to sell the additional shares to
the underwriters. This option may be exercised only to cover over-allotments of
our common stock. If purchased, the underwriters will offer such additional
shares on the same terms as those on which the 2,000,000 shares are being
offered.

We have been advised by the representatives that the underwriters
initially propose 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 dealers, including the underwriters, at
the offering price less a concession of not more than $ per share. The
underwriters may allow, and these dealers may re-allow to other dealers, a
concession of not more than $ per share. After the initial offering of
the common stock, the underwriters may change the public offering price and
other selling terms at any time without notice. The underwriters do not intend
to confirm sales to any accounts over which they exercise discretionary
authority.

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

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

o 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

o 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 prospectus without the prior written
consent of the representatives. 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
representatives. However, the underwriters may, at their discretion, release
all or any portion of the securities subject to the lock-up agreements.
However, the representatives have indicated that they do not intend to waive
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. None of the persons who have entered into the lock-up agreements has
indicated that he will seek a waiver of such agreement.

We have agreed to pay the representatives 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
underwriters' 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
representatives may designate, if required, including the expenses of counsel
retained for such purposes by the representatives.

The following table shows the per share and total non-accountable expense
allowance and underwriting discounts and commissions to be paid to the
underwriters by us in connection with our initial public offering. These
amounts are shown assuming both no exercise and full exercise of the
underwriters'

41
<PAGE>

option to purchase additional shares of common stock. We have also included in
the table the 140,000 representatives' warrants we have agreed to issue to the
representatives. We are required to issue the same number of representatives'
warrants regardless of whether the underwriters exercise their over-allotment
option.

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

The expenses of this offering, exclusive of the underwriting discount, are
estimated at approximately $700,000 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
Auerbach, Pollak & Richardson, Inc., individually and not as a representative,
to designate an observer to the board of directors for a period of three years.
The individual selected by Auerbach, Pollak & Richardson, Inc. will be entitled
to attend all our board of directors' meetings.

We have agreed to sell to the representatives and their designees,
warrants to purchase up to 140,000 shares of common stock at an exercise price
per share equal to 160% of the initial public offering price per share of the
common stock offered by this prospectus. The representatives' warrants may not
be transferred, during a one year period commencing on the date of this
prospectus, except to officers or partners of the representatives, and members
of the selling group and/or their officers and partners, 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 representatives'
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 representatives'
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 representatives' 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 representatives' warrants. Any
profit realized by the representatives on the sale of the representatives'
warrants or the underlying shares of common stock may be deemed additional
underwriting compensation. The representatives' warrants provide for
reductions, which could be material, in the exercise price of the
representatives' warrants upon the occurrence of particular events, including
adjustment of the type of securities issuable upon exercise of the
representatives' 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 shares of common stock underlying the
representatives' warrants under the Securities Act on one occasion during the
warrant exercise term and to include such representatives' warrants and shares
in any appropriate registration statement that is filed by us during the
warrant exercise term.

We have agreed to pay Auerbach, Pollak & Richardson, Inc., individually and
not as a representative, a finder's fee if, at our request, Auerbach, Pollak &
Richardson, Inc. introduces potential merger or acquisition candidates 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. 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.

42
<PAGE>

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 by this prospectus 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 jurisdictions. 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 underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act.

o 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.

o 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.

o Penalty bids permit the underwriters 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 these transactions. These transactions may be
effected on The Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

LEGAL MATTERS

The legal matters in connection with this offering will be passed upon for
us 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. The legal matters in connection
with this offering will be passed upon for the underwriters by Coleman, Rhine &
Goodwin LLP, New York, New York.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our
combined/consolidated financial statements at December 31, 1998 and 1999, and
for the three years in the period ended December 31, 1999 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

43
<PAGE>

prospectus summaries of all material 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 proscribed 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
calendar year. We intend to furnish such other reports as we may determine or
as may be required by law.

44
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
INDEX TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Auditors .................................................. F-2

Combined/Consolidated Balance Sheets as of December 31, 1998 and 1999 and
March 31, 2000 (unaudited) ..................................................... F-3

Combined/Consolidated Statements of Operations for the years ended December 31,
1997, 1998 and 1999 and the three-month periods ended March 31, 2000 and 1999
(unaudited) .................................................................... F-4

Combined/Consolidated Statements of Changes in Shareholders' Equity for the years
ended December 31, 1997, 1998 and 1999 and the three-month period ended
March 31, 2000 (unaudited) ..................................................... F-5

Combined/Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999 and the three-month periods ended March 31, 2000 and 1999
(unaudited) .................................................................... F-6

Notes to Combined/Consolidated 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, 1999 and
1998, 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, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.

/s/ Ernst & Young LLP

Melville, New York
March 2, 2000

F-2
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
COMBINED/CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1998 1999
------------- ---------------
<S> <C> <C>
A S S E T S
Current assets:
Cash and cash equivalents ............................................. $ 637,245 $ 1,171,121
Available-for-sale securities (Note 3) ................................ 24,079 470
Accounts receivable, net of allowances for doubtful accounts of
$55,000 in 1998, $267,383 in 1999 and $203,718 in 2000 .............. 5,043,235 7,241,653
Inventories ........................................................... 2,022,042 1,606,650
Prepaid expenses and other current assets ............................. 296,746 370,158
---------- -----------
Total current assets ............................................... 8,023,347 10,390,052
Property and equipment, at cost, net of depreciation and amortization
of $218,010 in 1998, $331,009 in 1999 and $364,009 in 2000 ............. 429,967 459,471
Deferred offering costs ................................................. -- 168,286
Other assets, net of accumulated amortization of $25,015 in 1999 and
$62,515 in 2000 ........................................................ 11,132 1,091,552
---------- -----------
Total assets ....................................................... $8,464,446 $12,109,361
========== ===========

L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y

Current liabilities:
Line of credit ........................................................ $3,400,000 $ 3,600,000
Accounts payable ...................................................... 3,497,090 4,659,518
Accrued expenses and other current liabilities ........................ 665,106 1,310,550
Deferred revenue ...................................................... -- 298,946
Current portion of term note payable to bank .......................... 99,996 99,996
Current portion of notes payable to shareholders ...................... 36,342 --
---------- -----------
Total current liabilities .......................................... 7,698,534 9,969,010
Term notes payable to bank, less current portion (Note 5) ............... 383,338 1,283,342
Minority interest in ITIS (Note 12) ..................................... -- 850,000
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,
shares issued and outstanding: 5,900,000 in 1998 and 1999 and
6,250,000 in 2000 ................................................... 59,000 59,000
ITIS common stock, no par value--200 shares authorized, shares
issued and outstanding: 100 in 1998 and 150 in 1999 ................. 10,000 10,000
Accumulated other comprehensive loss .................................. (1,303) (2,029)
Additional paid-in capital ............................................ 4,290 9,410
Retained earnings (deficit) ........................................... 320,587 (59,372)
Less: shareholder notes receivable for ITIS common stock .............. (10,000) (10,000)
---------- -----------
Total shareholders' equity ......................................... 382,574 7,009
---------- -----------
Total liabilities and shareholders' equity ......................... $8,464,446 $12,109,361
========== ===========

<CAPTION>
MARCH 31, PRO FORMA
2000 AS ADJUSTED
--------------- --------------
(UNAUDITED)
(UNAUDITED) NOTE 14
<S> <C> <C>
A S S E T S
Current assets:
Cash and cash equivalents ............................................. $ 758,276
Available-for-sale securities (Note 3) ................................ --
Accounts receivable, net of allowances for doubtful accounts of
$55,000 in 1998, $267,383 in 1999 and $203,718 in 2000 .............. 11,250,528
Inventories ........................................................... 900,185
Prepaid expenses and other current assets ............................. 53,670
-----------
Total current assets ............................................... 12,962,659
Property and equipment, at cost, net of depreciation and amortization
of $218,010 in 1998, $331,009 in 1999 and $364,009 in 2000 ............. 493,802
Deferred offering costs ................................................. 306,236
Other assets, net of accumulated amortization of $25,015 in 1999 and
$62,515 in 2000 ........................................................ 1,054,052
-----------
Total assets ....................................................... $14,816,749
===========
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
Current liabilities:
Line of credit ........................................................ $ 4,000,000
Accounts payable ...................................................... 5,615,704
Accrued expenses and other current liabilities ........................ 1,497,248
Deferred revenue ...................................................... 727,919
Current portion of term note payable to bank .......................... 99,996
Current portion of notes payable to shareholders ...................... 800,000
-----------
Total current liabilities .......................................... 12,740,867
Term notes payable to bank, less current portion (Note 5) ............... 1,758,343
Minority interest in ITIS (Note 12) ..................................... --
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,
shares issued and outstanding: 5,900,000 in 1998 and 1999 and
6,250,000 in 2000 ................................................... 62,500 62,500
ITIS common stock, no par value--200 shares authorized, shares
issued and outstanding: 100 in 1998 and 150 in 1999 ................. -- --
Accumulated other comprehensive loss .................................. -- --
Additional paid-in capital ............................................ (134,090) (344,961)
Retained earnings (deficit) ........................................... 389,129 --
Less: shareholder notes receivable for ITIS common stock .............. -- --
----------- ----------
Total shareholders' equity ......................................... 317,539 $(282,461)
----------- ==========
Total liabilities and shareholders' equity ......................... $14,816,749
===========
</TABLE>

See accompanying notes.

F-3
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
COMBINED/CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
-------------------------------------------- ----------------------------
1997 1998 1999 1999 2000
-------------- -------------- -------------- ------------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales:
Product sales .................... $19,649,853 $21,584,246 $43,507,622 $7,902,022 $15,979,013
Service sales .................... 3,256,381 4,196,540 5,309,413 1,012,878 1,705,136
Internet sales ................... -- -- -- -- 161,294
----------- ----------- ----------- ---------- -----------
Total sales ................... 22,906,234 25,780,786 48,817,035 8,914,900 17,845,443
----------- ----------- ----------- ---------- -----------
Operating expenses:
Cost of product sales ............ 19,191,529 19,966,179 39,158,435 7,121,895 13,683,425
Cost of service .................. 1,087,535 1,348,389 2,241,207 434,428 1,127,474
Cost of Internet sales ........... -- -- -- -- 35,169
Selling, general and
administrative expenses ......... 2,656,620 4,643,513 7,248,185 1,123,013 2,380,559
----------- ----------- ----------- ---------- -----------
Total operating expenses....... 22,935,684 25,958,081 48,647,827 8,679,336 17,226,627
----------- ----------- ----------- ---------- -----------
Operating income (loss) ............. (29,450) (177,295) 169,208 235,564 618,816
Other (expense) income:
Interest expense, net of
interest income ................. (95,540) (196,973) (429,277) (81,940) (168,286)
Miscellaneous income ............. 4,662 20,207 18,110 -- (2,029)
----------- ----------- ----------- ---------- -----------
Net income (loss) ................... $ (120,328) $ (354,061) $ (241,959) $ 153,624 $ 448,501
=========== =========== =========== ========== ===========
Net income (loss) per share:
Basic ............................ $ (.02) $ (.06) $ (.04) $ .02 $ .07
=========== =========== =========== ========== ===========
Diluted .......................... $ (.02) $ (.06) $ (.04) $ .02 $ .07
=========== =========== =========== ========== ===========
Weighted average shares
outstanding:
Basic ............................ 6,200,000 6,200,000 6,200,000 6,200,000 6,216,304
=========== =========== =========== ========== ===========
Diluted .......................... 6,200,000 6,200,000 6,200,000 6,610,420 6,613,985
=========== =========== =========== ========== ===========
Pro Forma (unaudited):
Income (loss) before provision
(benefit) for income taxes ...... $ (120,328) $ (354,061) $ (241,959) $ 153,624 $ 448,501
Provision (benefit) for income
taxes ........................... (46,000) (112,000) -- -- 201,000
----------- ----------- ----------- ---------- -----------
Net income (loss) ................ $ (74,328) $ (242,061) $ (241,959) $ 153,624 $ 247,501
=========== =========== =========== ========== ===========
Net income (loss) per share:
Basic ......................... $ (.01) $ (.04) $ (.04) $ .03 $ .04
=========== =========== =========== ========== ===========
Diluted ....................... $ (.01) $ (.04) $ (.04) $ .02 $ .04
=========== =========== =========== ========== ===========
Weighted average shares
outstanding:
Basic ............................ 5,900,000 5,900,000 6,000,000 6,000,000 6,016,304
=========== =========== =========== ========== ===========
Diluted .......................... 5,900,000 5,900,000 6,000,000 6,410,420 6,413,985
=========== =========== =========== ========== ===========
</TABLE>

See accompanying notes.

F-4
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY

COMBINED/CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 AND THE THREE-MONTH PERIOD ENDED
MARCH 31, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
INFINITE TECHNOLOGY GROUP LTD.
------------------------------------------------------------------
ACCUMULATED
COMMON STOCK ADDITIONAL RETAINED OTHER
----------------- PAID-IN EARNINGS COMPREHENSIVE
SHARES AMOUNT CAPITAL (DEFICIT) LOSS
----------- ---------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
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 loss ................................ -- -- -- (241,959) --
Unrealized loss on available-for-sale
securities ............................. -- -- -- -- (726)
Total comprehensive loss ................ -- -- -- -- --
Issuance of stock options to
consultants ............................ -- -- 5,120 -- --
Distributions to shareholders ........... -- -- -- (138,000) --
Issuance of common stock in
connection with the acquisition of
the CarNet Services Agreement .......... -- -- -- -- --
--------- ------- --------- ---------- -----------
Balance at December 31, 1999 ............. 5,900,000 59,000 9,410 (59,372) (2,029)

Net income (unaudited) .................. 448,501
Realized gain on available-for-sale
securities (unaudited) ................. 2,029
Payment of shareholder notes
receivable(unaudited) ..................
Merger of Infinite Technology
Information Systems Inc. and
Infinite Technology Group Ltd.
(unaudited) ............................ 350,000 3,500 (143,500) -- --
--------- ------- --------- ---------- -----------
Balance at March 31, 2000(unaudited)...... 6,250,000 $62,500 $(134,090) $ 389,129 $ --
========= ======= ========= ========== ===========

<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, 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 loss ................................ -- -- -- (241,959)
Unrealized loss on available-for-sale
securities ............................. -- -- -- (726)
----------
Total comprehensive loss ................ -- -- -- (242,685)
Issuance of stock options to
consultants ............................ -- -- -- 5,120
Distributions to shareholders ........... -- -- -- (138,000)
Issuance of common stock in
connection with the acquisition of
the CarNet Services Agreement .......... 50 -- -- --
--- -------- -------- ----------
Balance at December 31, 1999 ............. 150 10,000 (10,000) 7,009
--- -------- -------- ----------
Net income (unaudited) .................. 448,501
Realized gain on available-for-sale
securities (unaudited) ................. 2,029
Payment of shareholder notes
receivable(unaudited) .................. 10,000 10,000
Merger of Infinite Technology
Information Systems Inc. and
Infinite Technology Group Ltd.
(unaudited) ............................ (150) (10,000) (150,000)
--- -------- -------- ----------
Balance at March 31, 2000 ................ -- $ -- $ -- $ 317,539
==== ======== ======== ==========
</TABLE>

See accompanying notes.

F-5
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1997 1998 1999
--------------- --------------- ----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) ..................................................... $ (120,328) $ (354,061) $ (241,959)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization ........................................ 363,882 99,261 138,014
Provision for doubtful accounts ...................................... -- 55,000 220,000
Non-cash consulting expense .......................................... -- 4,290 5,120
Realized (gain) loss on sales of available-for-sale securities, net .. -- (3,857) (18,110)
Changes in operating assets and liabilities:
Accounts receivable ................................................. (1,651,708) (1,577,179) (2,418,418)
Inventories ......................................................... (29,687) (1,619,208) 415,392
Prepaid expenses and other current assets ........................... (36,142) (239,149) (73,412)
Other assets ........................................................ (11,132) -- (5,435)
Accounts payable .................................................... 1,240,986 1,441,801 1,162,428
Accrued expenses and other current liabilities ...................... 220,398 329,013 395,444
Deferred revenue .................................................... -- -- 298,946
------------- ------------- --------------
Net cash (used in) provided by operating activities ................... (23,731) (1,864,089) (121,990)
------------- ------------- --------------
INVESTING ACTIVITIES
Purchases of property and equipment ................................... (146,714) (169,464) (142,503)
Purchases of available-for-sale securities ............................ -- (55,294) (344,847)
Proceeds from sales of available-for-sale securities .................. -- 33,769 385,840
Cash payment in ITIS merger ........................................... -- -- --
Other assets .......................................................... (295,738) -- --
------------- ------------- --------------
Net cash (used in) investing activities ............................... (442,452) (190,989) (101,510)
------------- ------------- --------------
FINANCING ACTIVITIES
Proceeds of line of credit ............................................ 725,000 4,100,000 19,686,000
Principal repayments of line of credit ................................ (100,000) (1,949,074) (18,486,000)
Principal repayments of notes payable to shareholders ................. (63,903) (74,417) (36,342)
Proceeds of term note payable to bank ................................. -- 500,000 --
Principal repayments of term note payable to bank ..................... -- (16,666) (99,996)
Loan to shareholders .................................................. (100,000) -- --
Proceeds of loan receivable from affiliated companies ................. 120,000 -- --
Proceeds of shareholder notes receivable for ITIS common stock ........ -- -- --
Payment of deferred offering costs .................................... -- -- (168,286)
Distributions to shareholders ......................................... (120,000) (20,000) (138,000)
------------- ------------- --------------
Net cash provided by (used in) financing activities ................... 461,097 2,539,843 757,376
------------- ------------- --------------
Net (decrease) increase in cash and cash equivalents .................. (5,086) 484,765 533,876
Cash and cash equivalents at beginning of period ...................... 157,566 152,480 637,245
------------- ------------- --------------
Cash and cash equivalents at end of period ............................ $ 152,480 $ 637,245 $ 1,171,121
============= ============= ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the period ....................................... $ 90,442 $ 230,807 $ 402,381
============= ============= ==============

<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
1999 2000
--------------- ---------------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) ..................................................... $ 153,624 $ 448,501
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization ........................................ 36,000 70,500
Provision for doubtful accounts ...................................... -- 24,000
Non-cash consulting expense .......................................... -- --
Realized (gain) loss on sales of available-for-sale securities, net .. -- 2,029
Changes in operating assets and liabilities:
Accounts receivable ................................................. (2,285,057) (4,032,875)
Inventories ......................................................... 390,791 706,465
Prepaid expenses and other current assets ........................... (494,816) 316,488
Other assets ........................................................ -- --
Accounts payable .................................................... 2,360,406 956,186
Accrued expenses and other current liabilities ...................... 20,387 186,698
Deferred revenue .................................................... -- 428,973
------------- -------------
Net cash (used in) provided by operating activities ................... 181,335 (893,035)
------------- -------------
INVESTING ACTIVITIES
Purchases of property and equipment ................................... (76,939) (67,331)
Purchases of available-for-sale securities ............................ -- --
Proceeds from sales of available-for-sale securities .................. -- 470
Cash payment in ITIS merger ........................................... -- (200,000)
Other assets .......................................................... -- --
------------- -------------
Net cash (used in) investing activities ............................... (76,939) (266,861)
------------- -------------
FINANCING ACTIVITIES
Proceeds of line of credit ............................................ -- 900,000
Principal repayments of line of credit ................................ -- (500,000)
Principal repayments of notes payable to shareholders ................. (24,066) --
Proceeds of term note payable to bank ................................. -- 500,000
Principal repayments of term note payable to bank ..................... (24,999) (24,999)
Loan to shareholders .................................................. 2,850 --
Proceeds of loan receivable from affiliated companies ................. -- --
Proceeds of shareholder notes receivable for ITIS common stock ........ -- 10,000
Payment of deferred offering costs .................................... -- (137,950)
Distributions to shareholders ......................................... -- --
------------- -------------
Net cash provided by (used in) financing activities ................... (46,215) 747,051
------------- -------------
Net (decrease) increase in cash and cash equivalents .................. 58,181 (412,845)
Cash and cash equivalents at beginning of period ...................... 637,245 1,171,121
------------- -------------
Cash and cash equivalents at end of period ............................ $ 695,426 $ 758,276
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the period ....................................... $ 81,940 $ 168,286
============= =============
</TABLE>

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.

See accompanying notes.

F-6
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

1. DESCRIPTION OF BUSINESS

Infinite Technology Group Ltd. and Subsidiary ("ITG" or the "Company")
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 PRESENTATION

The accompanying combined/consolidated financial statements include the
accounts of the Company and Infinite Technology Information Services, Inc.
("ITIS" or the "Affiliate"). These companies were under common management
through March 2, 2000, at which time ITIS was merged into the Company. See Note
12 for further information regarding ITIS.

CONCENTRATION OF CREDIT RISK

During 1997, revenues from four customers aggregated approximately $17
million which represented approximately 75% (28%, 21%, 13% and 13%) of the
Company's revenues. During 1998, revenues from three customers aggregated $11.5
million, and during 1999, revenues from two customers aggregated $14.1 million,
which represented approximately 45% (22%, 12% and 11%) and 29% (17% and 12%) of
the Company's revenues, respectively. During the three-month periods ended
March 31, 1999 and 2000, revenues from three and two customers aggregated
approximately $3.5 million and $6.6 million, respectively, which represented
approximately 39% (18%, 11% and 10%) and 37% (19% and 18%) 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 operations
with $55,000, $220,000 and $24,000 for doubtful accounts during the years ended
December 31, 1998 and 1999 and the three-month period ended March 31, 2000,
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 at
two financial institutions at December 31, 1999 and March 31, 2000. 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

F-7
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Company has evaluated its investment policies and determined that all of its
investment securities are 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 these 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 14)

REVENUE RECOGNITION

Product sales are recognized at the time of shipment. Revenue from
Internet sales and the sale of services is recognized when the services are
performed. Revenue from maintenance contracts is recognized in the period
related services are provided.

F-8
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ADVERTISING EXPENSE

The cost of advertising is expensed as incurred. The Company incurred
approximately $74,000, $166,000 and $143,000 in advertising costs during 1997,
1998 and 1999, respectively. During the three-month period ended March 31,
1999, advertising expense was approximately $57,000 and there was no
advertising expense during the three-month period ended March 31, 2000.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The recorded amounts of the Company's cash and cash equivalents, accounts
receivable, accounts payable and 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
three months ended March 31, 1999 and 2000 are presented on a basis consistent
with the audited combined/consolidated 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
three months ended March 31, 2000, are not necessarily indicative of the
results to be expected for the full year ending December 31, 2000.

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 loss 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

The Company has presented net income (loss) per share in accordance with
the provision of SFAS No. 128, "Earnings per Share." Under the provisions of
SFAS No. 128, basic and diluted net income (loss) per share are computed by
dividing the net income (loss) for the period by the weighted-average number of
common shares outstanding for the period. Diluted net loss per share for the
years ended December 31, 1997, 1998 and 1999, excludes shares of common stock
issuable upon the exercise of stock options and warrants as the effect of such
exercises would be antidilutive; however, such shares issuable have been
included in the computations for the three-month periods ended March 31, 1999
and 2000. Net income (loss) per share for each period includes the effect of
300,000 shares issued in connection with the ITIS Merger as if such shares were
issued in a stock dividend. The weighted-average number of shares used for pro
forma earnings per share includes in 1999 and the three-month periods ended
March 31, 1999 and 2000, the effect of additional shares which are deemed to be
outstanding due to the payment of $500,000 of merger consideration in the ITIS
Merger which is being treated as a dividend for accounting purposes and have
been reduced for the effect of 300,000 shares of common stock to be surrendered
at the closing of the Company's IPO, and have been increased for 1999 and the
three-month periods ended March 31, 1999 and 2000, for the effect of additional
shares which are deemed outstanding due to the expected total of Subchapter S
distributions to be made during 2000 either prior to or at the closing of the
Company's proposed initial public offering.

F-9
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain 1998 balances have been reclassified to conform to the 1999
presentation.

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
and 1999 had an aggregate cost, fair market value and gross unrealized holding
loss of $25,382, $24,079 and $1,303, respectively, and of $2,499, $470 and
$2,029, respectively. At March 31, 2000, the Company had no available-for-sale
securities.

4. PROPERTY AND EQUIPMENT

Details of property and equipment are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------- ----------
1998 1999 2000
----------- ----------- ----------
<S> <C> <C> <C>
Computer equipment ...................................... $377,274 $390,229 $394,234
Computer software ....................................... 116,379 187,469 208,519
Furniture and fixtures .................................. 57,535 83,716 83,716
Leasehold improvements .................................. 96,789 129,066 171,342
-------- -------- --------
647,977 790,480 857,811
Less: accumulated depreciation and amortization ......... 218,010 331,009 364,009
-------- -------- --------
$429,967 $459,471 $493,802
======== ======== ========
</TABLE>

5. DEBT

The Company has a $7,500,000 line of credit with a bank which expires on
June 30, 2001. Under the line of credit, the bank makes advances under notes
with varying due dates. As of December 31, 1999, $4,600,000 was outstanding
under a note under the line with a due date January 31, 2000. The line of
credit bears interest at the bank's prime lending rate (8.50%) plus three
quarters of a percent, which was 9.25% at December 31, 1999. On February 11,
2000, the bank converted $1,000,000 of the $4,600,000 into a term note due
March 12, 2001 with interest at the bank's prime lending rate plus one and one
quarter percent (9.75%). As of March 31, 2000, $4,500,000 was outstanding under
a note pursuant to the line with a due date of April 17, 2000. The line of
credit bears interest at the bank's prime rate (9.00%) plus three quarters of a
percent, which was 9.75% at March 31, 2000. In addition, the Company has a
$1,000,000 term note due March 12, 2001 with interest at the bank's prime
lending rate plus one and one quarter percent (10.25%). On April 17, 2000, the
bank extended the maturity date on the $1,000,000 term note to June 30, 2001
and increased the term note to $1,500,000 from $1,000,000, thereby reducing the
note under the line of credit to $4,000,000 from $4,500,000 and also extended
its due date to June 30, 2000. Borrowings under the line of credit reduce
automatically to $3,500,000 on the earlier to occur of (1) June 30, 2000, or
(2) the consummation of the Company's proposed initial public offering (see
Note 13). The debt is collateralized by the Company's personal property,
fixtures, accounts receivable and inventories.

On November 1, 1999, in connection with the extension of the Company's
line of credit to June 30, 2001, the Company issued a warrant to purchase
25,000 shares of the Company's common stock at $.01 per share to the bank. The
warrant contains a put option whereby the Company is obligated to purchase the
shares from the bank at $10 per share at any time from June 30, 2000 and ending
on the earlier of November 1, 2005 or the second anniversary of Company's
proposed initial public offering. the Company's obligation under the put option
is included in other current liabilities in the accompanying

F-10
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

5. DEBT (CONTINUED)

combined/consolidated balance sheets at December 31, 1999 and March 31, 2000.
the Company has capitalized the $250,000 as a deferred financing cost, which is
included in other assets in the accompanying combined/consolidated balance
sheets at December 31, 1999 and March 31, 2000, and is amortizing this asset
over the extended life of the line of credit. The amortization is included in
interest expense in the accompanying combined/consolidated statements of
operations.

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, 1999 and March 31, 2000,
$383,338 and $358,339 was outstanding, respectively.

Maturities of the term notes payable to bank are as follows:

<TABLE>
<S> <C>
Years ending December 31:
2000 .................... $ 99,996
2001 .................... 1,099,996
2002 .................... 99,996
2003 .................... 83,350
----------
$1,383,338
==========
</TABLE>

6. OPERATING LEASE OBLIGATIONS

The Company leases equipment under operating leases with terms through
2001. Equipment rentals amounted to approximately $5,000, $17,000 and $26,000
in 1997, 1998 and 1999, respectively. For the three-month period ended March
31, 2000, equipment rentals were approximately $2,900 and there were no
equipment rentals during the three-month period ended March 31, 1999.

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 $216,000, $272,000 and $332,000 for 1997, 1998 and 1999,
respectively and $61,800 and $98,600, for the three-month periods ended March
31, 1999 and 2000, 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:
2000 ................................. $319,000
2001 ................................. 204,000
2002 ................................. 82,000
--------
Total minimum lease payments ......... $605,000
========
</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 fully repaid during
1999.

F-11
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

8. EMPLOYEE SAVINGS PLAN

The Company maintains a 401(k) Savings Plan (the "Plan"). Employees with
three months of service and over the age of twenty-one are eligible under the
Plan. 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, $15,000 and $38,000 in 401(k) match during 1997, 1998 and 1999,
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 shares 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.

10. STOCK INCENTIVE PLANS

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 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 1998 and 1999, the Company's board of directors granted 119,500 and
267,000 incentive stock options, respectively, at prices ranging from $1.50 to
$10.00 per share. 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.

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
board of directors will grant the options subject to a vesting schedule,
conditions, restrictions and other provisions as it sees fit.

F-12
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

10. STOCK INCENTIVE PLANS (CONTINUED)

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 the Company's existing eligible non-employee directors was 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
upon each annual meeting of 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 15,000 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
automatically be granted to each eligible employee director upon each annual
meeting of 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.

Of the above options granted during 1998 and 1999, 11,000 and 8,000,
respectively, were stock options granted to various consultants in payment for
their efforts in assisting in various Company matters. The Company recorded
consulting expense as a result of these transactions of $4,290 and $5,120, in
1998 and 1999, respectively, which represented the fair market value of the
option at the date of grant.

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 was approximately $381,000 and $377,200 in 1998 and 1999,
respectively.

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

<TABLE>
<CAPTION>
1998 1999 2000
-------------------------- ----------------------------- ---------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
--------- ---------------- ------------ ---------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding--beginning
of year ................. 200,480 $ 1.12 319,980 $ 1.27 1,036,980 $ 5.25
Granted .................. 119,500 1.50 717,000 7.02 295,000 10.02
Canceled ................. -- -- -- -- -- --
------- ------- ------- ------- --------- ------
Outstanding--end of
year .................... 319,980 $ 1.27 1,036,980 $ 5.25 1,331,980 6.30
Exercisable at end of
year .................... 110,067 $ 1.21 346,788 $ 4.13 548,413 5.07
Weighted-averaged fair
value of options granted
during the year ......... $ .32 $ 1.33 $ 2.71
</TABLE>

F-13
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

10. STOCK INCENTIVE PLANS (CONTINUED)

Exercise prices for options outstanding as of December 31, 1999, were as
follows:

<TABLE>
<CAPTION>
NUMBER OF RANGE OF WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE REMAINING CONTRACTUAL LIFE
----------- ----------------- ---------------------------
<S> <C> <C>
200,480 $ 1.12 7.5 years
119,500 $ 1.50 8.0 years
242,000 $3.00 -- $3.75 9.0 years
475,000 $5.00 -- $10.00 9.0 years
---------
1,036,980
=========
</TABLE>

The options issued during the three months ended March 31, 2000 had an
exercise price ranging from $10.00 to $10.50 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,
1999 and March 31, 2000.

12. INFINITE TECHNOLOGY INFORMATION SYSTEMS, INC. AND MCSP, INC.

Infinite Technology Information Systems, Inc. ("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 was evidenced by notes payable to ITIS in
the aggregate amount of $10,000, which notes remained outstanding at December
31, 1999 and were subsequently paid. The shareholders' equity of ITIS is
included in the accompanying combined/consolidated balance sheets at December
31, 1998 and 1999. Through December 31, 1999, ITIS had no operations.

On August 10, 1999, ITIS entered into a stock purchase agreement (the
"Agreement") with Wolotsky Enterprises, Inc. ("Enterprises"), a Maryland
corporation owned 100% by Paul Wolotsky ("Wolotsky"). In accordance with the
agreement, ITIS issued 50 new shares of its common stock to Enterprises 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 a result of this transaction, McGowan, Dresner and
Enterprises each held 50 shares, or one-third, of the ITIS common stock.

On September 20, 1999, the Company and ITIS entered into a merger
agreement (the "ITIS Merger Agreement") providing that ITIS 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. In accordance with
the ITIS Merger Agreement, all of the outstanding shares of common stock of
ITIS were to be exchanged for a total of 100,000 shares of common stock of the
Company and $3.5 million in cash from the proceeds of the proposed public
offering. In connection with the ITIS Merger, McGowan, Dresner and Enterprises
entered into a consideration splitting agreement pursuant to which McGowan and
Dresner were each to receive $1.5 million of the proceeds in cash and
Enterprises was to receive $.5 million in cash and 100,000 shares of Company
common stock which was to be valued at a price approximating the Company's
initial public offering price. At the time the ITIS Merger Agreement was
entered into, ITIS recorded the estimated value of the CarNet services
agreement at $850,000 (to be amortized to operations over its three-year life),
with a corresponding credit to minority interest, based on the value ascribed
to the Company's shares to be received in the proposed ITIS Merger.

On February 28, 2000, the ITIS Merger Agreement was amended and on March
2, 2000 the ITIS Merger was consummated. In the ITIS Merger, all of the
outstanding shares of common stock of ITIS

F-14
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

12. INFINITE TECHNOLOGY INFORMATION SYSTEMS, INC. AND MCSP, INC. (CONTINUED)

were exchanged for a total of 350,000 shares of common stock of the Company,
$200,000 in cash, three notes of $100,000 each due June 30, September 30, and
December 31, 2000, respectively, and a $500,000 note due on the earlier of
December 31, 2001 or the closing of the Company's initial public offering. The
original consideration splitting agreement was amended so that McGowan and
Dresner each received 150,000 shares of the common stock of the Company and
Enterprises received 50,000 shares of common stock of the Company and $200,000
in cash consideration and the aforementioned notes aggregating $800,000.

The ITIS Merger will be accounted for as purchase business combination;
however, as the CarNet Services Agreement was recorded at its fair value upon
acquisition by ITIS on August 9, 1999, and given the September 20, 1999 ITIS
Merger Agreement and subsequent consummation of such merger, the value of the
CarNet Services Agreement as recorded by ITIS continues to approximate its fair
value in accounting for the ITIS Merger. The $500,000 note to Enterprises will
be treated as a dividend with the remaining consideration to Enterprises
treated as the acquisition of the minority interest. The common stock of the
Company issued to McGowan and Dresner in the ITIS Merger will be treated as a
stock dividend.

The Company, as successor to ITIS, is a party to a master internet
services agreement with MCSP, Inc. ("MCSP"), dated July 1, 1999, pursuant to
which the Company has the exclusive use (other than existing hosting
commitments of MCSP) of MCSP Internet data center facilities and Internet
connectivity assets. ITIS will compensate MCSP in an amount equal to 105% of
the actual direct costs incurred by MCSP in connection with the provision of
these services. The agreement also provides that at any time during the
six-month period beginning January 1, 2001, ITIS or MCSP may elect that MCSP
merge with and into ITIS if certain revenue levels have been attained. Should
the merger with MCSP take place, all of the shares of common stock of MCSP will
be exchanged for a total of 250,000 shares of the Company's common stock. Paul
Wolotsky, an executive and director of the Company, is the sole officer,
director and shareholder of MCSP.

13. COMMITMENTS

On July 14, 1999, the Company and the underwriters agreed to a proposed
public offering of 2,000,000 shares of the Company's common stock. The Company
anticipates filing an amended Registration Statement on Form S-1 with the
Securities and Exchange Commission in May 2000. In addition, the two principal
stockholders/officers have agreed to surrender for cancellation 150,000 shares
each of common stock of the Company on the effective date of the Company's
initial public offering.

On July 1, 1999, the Company entered into employment agreements with
McGowan and Dresner. On September 1, 1999, the Company entered into an
employment agreement with Wolotsky. The employment agreements are each for a
term of five years and provide for a base salary of $250,000 each for McGowan,
Dresner and Wolotsky. In addition, Wolotsky was granted stock options to
purchase 300,000 shares of the Company's common stock at an exercise price of
$8.50 per share. Bonuses are available at the discretion of the Company's Board
of Directors.

14. PRO FORMA INCOME TAXES AND SUBCHAPTER S DISTRIBUTIONS (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 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.

F-15
<PAGE>

INFINITE TECHNOLOGY GROUP LTD. AND SUBSIDIARY
NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)

14. PRO FORMA INCOME TAXES AND SUBCHAPTER S DISTRIBUTIONS (UNAUDITED)(CONTINUED)

The unaudited Pro Forma As Adjusted shareholders" equity information
presented with the accompanying unaudited balance sheet as of March 31, 2000
reflects the shareholders' equity of the Company as if the April 17th
Subchapter S distribution of $210,000 and the planned estimated $390,000
Subchapter S distribution had been made to Mr. Dresner and Mr. McGowan at such
date.

F-16
<PAGE>

[INFINITE TECHNOLOGY GROUP GRAPHIC]

www.itgl.com

<PAGE>

================================================================================

[INFINITE TECHNOLOGY GROUP LTD. LOGO]

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

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

PROSPECTUS

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

AUERBACH, POLLAK & RICHARDSON, INC.

ROTH CAPITAL PARTNERS, 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.

Until , 2000 (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.

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

, 2000

================================================================================
<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 us. 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 ...... $ 8,420
NASD Filing Fee .......................................... 3,529
Nasdaq National Market Listing Fee ....................... 72,875
Printing Expenses ........................................ 200,000
Legal Fees and Expenses .................................. 200,000
Accounting Fees and Expenses ............................. 175,000
Blue Sky Fees and Expenses ............................... 10,000
Transfer Agent and Registrar Fees and Expenses ........... 5,000
Miscellaneous Expenses ................................... 25,176
--------
Total ................................................. $700,000
========
</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 ours may and, in certain cases,
must be indemnified by us 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 an 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 our best interests. 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 us, 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

Our certificate of incorporation provides that a director of ours shall
not be personally liable to us or our 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 us or our 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 we will indemnify
our 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 ours, 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 our
shareholders shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of ours existing at the time
of such repeal or modification.

Bylaws

Our bylaws generally provide for indemnification of officers, directors,
employees and agents of ours and persons serving at the request of us in such
capacities for other business organizations against certain

II-1
<PAGE>

losses, costs, liabilities, and expenses incurred by reason of their positions
with our company or such other business organizations. In the case of
non-derivative actions, we 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 our best interests. In the case of
derivative actions, we 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 our best interests. We also
have policies insuring our officers and directors and officers and directors of
our 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 our
directors and officers in certain circumstances.

Insurance

We intend to maintain a policy of liability insurance to insure our
officers and directors and certain directors and officers of our wholly owned
subsidiaries against losses resulting from certain acts committed by them in
their capacities as officers and directors of ours or our subsidiaries.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 1996, we have sold and issued the following securities:

1. Our 1997 Stock Option Plan, as amended, provides for the grant of stock
options to key employees of ours (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. We believe
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, 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 March 1, 2000, 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.

2. Our 1999 Directors' Stock Option Plan, provides for the grant of stock
options to employee and non-employee directors and committee members of
ours (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 ours 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 ours 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

II-2
<PAGE>

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. We believe 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 ours, 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 April 17, 2000, pursuant to the 1999 Directors' Plan,
options to purchase an aggregate of 150,000 shares of common stock, all
of which were granted on September 15, 1999, were outstanding at an
exercise price of $10.00 per share. No such outstanding options had
been exercised.

3. On September, 1 1999, we issued a ten (10) year option to Paul Wolotsky
to purchase up to 300,000 shares of our 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. We
believe 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, we entered into a merger agreement with Infinite
Technology Information Services, Inc. ("ITIS"), which was amended on
February 28, 2000, pursuant to which ITIS was merged with and into
Mercury Internet Services, Inc, a wholly-owned subsidiary of ours. At
consummation of the merger, we issued 350,000 shares of common stock to
the three former shareholders of ITIS, all of whom are also officers
and directors of ours, as part of the merger consideration. We believe
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, we issued a five (5) year warrant to Chemical
Investments, Inc. to purchase up to 25,000 shares of our common stock
at an exercise price of $.01 per share, as additional incentive for The
Chase Manhattan Bank to extend our line of credit. The shares
underlying the warrant vest on the earlier of (i) June 30, 2000, or
(ii) the closing of our initial public offering. Pursuant to the terms
of the warrant, Chemical Investments, Inc. has the right, commencing on
June 30, 2000 and ending on the earlier of November 1, 2004 or the
second anniversary of the closing of our initial public offering, to
sell a portion of the warrants back to us, for an aggregate repurchase
price of $250,000. We believe that our issuance of the warrants to
Chemical Investments, Inc. was 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. This transaction represented a distinct financing transaction
from our proposed public offering and was privately negotiated as part
of an extension of a pre-existing credit engagement.

6. Our 1999 Stock Option Plan provides for the grant of stock options to
key employees of ours (the "1999 Plan"). Under the 1999 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 1999 Plan are not exercisable after
ten years after the date of grant. An aggregate of 350,000 shares of
common stock have been reserved for issuance upon exercise of
outstanding options issued under the 1999 Plan. We believe that the
1999 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, 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
May 10, 2000, pursuant to the 1999 Plan, options to purchase an
aggregate of 295,000 shares of common stock were outstanding, including
options granted on February 28, 2000 to purchase 285,000 shares of
common stock at an exercise price of $10.00 per share and options
granted March 6, 2000, to purchase 10,000 shares of common stock at an
exercise price of $10.50 per share. No such outstanding options had
been exercised.

II-3
<PAGE>

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

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1.1 --Form of Underwriting Agreement.**

1.2 --Form of Selected Dealer Agreement.**

1.3 --Form of Representatives' Warrant Agreement.**

1.4 --Form of Agreement Among Underwriters.**

2.1 --Agreement and Plan of Merger, dated September 20, 1999, between the Company and
Infinite Technology Information Services, Inc.*

2.2 --Amendment to Agreement and Plan of Merger, between the Company and Infinite
Technology Information Services, dated February 28, 2000.*

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.*

10.9 --Letter Agreement, dated December 8, 1999, amending Employment Agreement of Paul
Wolotsky.*

10.10 --Amendment to Master Internet Services Agreement, between Infinite Technology
Information Services, Inc. and MCSP, Inc., dated February 28, 2000.*
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>

10.11 --Amended and Restated Consideration Splitting Agreement, dated February 28, 2000, by
and among Infinite Technology Information Services, Inc., Mark Dresner, James McGowan
and Wolotsky Enterprises, Inc.*

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.**

99.1 --Consent of Frank J. Tasco.*
</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 Combined/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 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 Amendment No. 5 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Mineola, on May 31, 2000.

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 Amendment
No. 5 to the registration statement has been signed by the following persons in
the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ MARK DRESNER Chairman of the Board and Director May 31, 2000
-----------------------
MARK DRESNER

* President, Chief Executive Officer and May 31, 2000
----------------------- Director (Principal Executive Officer)
JAMES MCGOWAN

* Director May 31, 2000
-----------------------
PAUL WOLOTSKY

* Director May 31, 2000
-----------------------
BERNARD ESQUENET

* Director May 31, 2000
-----------------------
CRAIG S. LIBSON

* Chief Financial Officer (Principal May 31, 2000
----------------------- Financial and Accounting Officer)
DENNIS WILSON
</TABLE>

*By: /S/ MARK DRESNER
------------------------
MARK DRESNER
Attorney-in-fact

II-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------ ----------- ----
<S> <C> <C>
1.1 -- Form of Underwriting Agreement.**............ .................................................

1.2 -- Form of Selected Dealer Agreement.** ..........................................................

1.3 -- Form of Representatives' Warrant Agreement.** .................................................

1.4 -- Form of Agreement Among Underwriters.** .......................................................

2.1 -- Agreement and Plan of Merger, dated September 20, 1999, between the Company and Infinite
Technology Information Services, Inc.* ........................................................

2.2 -- Amendment to Agreement and Plan of Merger, between the Company and Infinite Technology
Information Services, dated February 28, 2000.* ...............................................

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.* ..............................................

10.9 -- Letter Agreement, dated December 8, 1999, amending Employment Agreement of Paul
Wolotsky.* ....................................................................................

10.10 -- Amendment to Master Internet Services Agreement, between Infinite Technology Information
Services, Inc. and MCSP, Inc., dated February 28, 2000.* ......................................

10.11 -- Amended and Restated Consideration Splitting Agreement, dated February 28, 2000, by and
among Infinite Technology Information Services, Inc., Mark Dresner, James McGowan and
Wolotsky Enterprises, Inc.* ...................................................................

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.** ....................................................................

99.1 -- Consent of Frank J. Tasco.* ...................................................................

</TABLE>

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

** Filed herewith.

*** To be filed by amendment.