TMANGLOBAL COM INC
10SB12G/A, 2000-01-07
BUSINESS SERVICES, NEC
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 2000



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                        PRE-EFFECTIVE AMENDMENT NO. 1 TO
                                   FORM 10-SB

                                FILE NO. 0-27631


                        GENERAL FORM FOR REGISTRATION OF
                      SECURITIES OF SMALL BUSINESS ISSUERS
        UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                              TMANGLOBAL.COM, INC.
                 (Name of Small Business Issuer in its charter)



             Florida                                   65-0782227
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)


    1000 UNIVERSAL STUDIOS PLAZA, BUILDING 22A, ORLANDO, FL        32819-7610
            (Address of principal executive offices)               (Zip Code)

                    Issuer's Telephone Number: (407) 370-4460

Securities to be registered pursuant to Section 12(b) of the Act.



         Title of each class           Name of each exchange on which registered

                NONE                                      N/A


Securities to be registered pursuant to Section 12(g) of the Act.

                    Common Stock, par value $.0001 per share
                                (Title of Class)


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL


         TMANglobal.com, Inc. ("TMAN"), a corporation formed under the laws of
the State of Florida, is the result of a merger between FSGI Corporation and The
Martial Arts Network On-Line, Inc. on December 21, 1998. In the fall of 1998,
management of The Martial Arts Network On-Line, Inc. decided that it wished to
expand its business model from that of being a purely educational and
informative resource to one that would capitalize on e-commerce over the
Internet. Management spoke to several companies and individuals about joint
ventures, equity positions, and cash infusions to help with this expansion. In
November, President Ron Tramontano was approached by Joseph Lents, the father of
one of Mr. Tramontano's karate students, who proposed that it might be
worthwhile to speak with his nephew who was the head of a publicly-traded
company (FSGI Corporation) that was looking for ways to expand its Internet
presence. Since being affiliated with a public company would help to attract
investors and potentially provide for stock to be used as acquisition
consideration, TMAN management decided it would be a good idea to explore this
opportunity.

         TMAN offers goods and services to the martial arts, extreme sports, and
health and fitness markets, through its presence on the World Wide Web. TMAN
also provides credit unions with comprehensive and internal regulatory
compliance audit services, and related internal auditing, accounting and
managerial advisory services, through its wholly-owned subsidiary, Financial
Standards Group, Inc. ("FSG"). TMAN is currently traded in the "pink sheets." It
was formerly traded on the Nasdaq OTC Bulletin Board under the symbol "CHOP"
(and later, in November 1999, "CHOPE") until it was delisted on December 1, 1999
for failure to comply with the Bulletin Board's revised eligibility rules. As
soon as practicable after the Securities and Exchange Commission (the "SEC")
declares this Registration Statement effective, TMAN will apply to be reinstated
for trading on the OTC Bulletin Board. TMAN's principal executive offices are at
1000 Universal Studios Plaza, Building 22A, Orlando, Florida 32819-7610. Its
telephone number is (407) 370-4460.

         FSGI Corporation was formed under the laws of the State of Florida in
1997 as a holding company for the purpose of acquiring FSG. FSGI Corporation
began trading on the Nasdaq OTC Bulletin Board on July 31, 1998 under the symbol
"FSGI". TMAN changed its trading symbol to "CHOP" on January 14, 1999 following
its merger with FSGI. In 1997, FSGI Corporation acquired FSG, a Florida company
organized in October 1989 to assist credit unions in performing financial
services. FSG continues to offer financial services to credit unions as a
wholly-owned subsidiary of TMAN.

         The Martial Arts Network On-Line, Inc., a company organized under the
laws of the State of Florida, was developed in 1996 by its parent company
Martial Arts Network, Inc. as an electronic forum dedicated to promoting
education and awareness of martial arts through its web site
www.martial-arts-network.com. The Martial Arts Network On-Line, Inc. web site
was operated for educational purposes only, and not with the objective of
earning a profit. This site continues to be maintained by the parent company,
while TMAN launched www.tmanglobal.com in February 1999 to offer goods and
services to the martial arts, extreme sports, and health and fitness markets.



<PAGE>


         Through its web site, TMAN attempts to provide portals that are
inviting to, and frequented by, its target market; thereby creating a low cost,
and efficient distribution channel. TMAN believes that the sale of products and
services over the Internet offers attractive benefits to customers, including
greater selection, convenience, ease of use and competitive pricing. As the
Internet becomes an increasingly significant global medium for online activity,
TMAN's objective is to become the preeminent site for martial arts, extreme
sports, and health and fitness products and services.

ACQUISITIONS

         On November 13, 1998, FSGI Corporation acquired the right to service
the credit union clients of Bonnie Davis P.C. As consideration, the Company
agreed to issue 40,000 shares of restricted common stock with an agreed upon
market value of $80,000. If the total market value at the twelve month and
twenty four month anniversary dates is less than $2.00 per share, the Company
will issue additional shares valued at the difference between the market price
and the guaranteed amount. If the gross revenue for the twelve month period
ended November 13, 1999, does not equal or exceed 80% of the purchase price
($64,000), then such share adjustments would not apply. None of such shares of
restricted common stock have been issued to date; no such shares will be issued
until the Company's audited financial statements for the year ended September
30, 1999 have been issued. Any such shares will be issued to the heirs of Bonnie
Davis. The offer and sale of the stock consideration referenced hereinabove has
not been registered. The accumulated amortization of the client list at June 30,
1999 was $10,000.

         Gross revenue though September 30, 1999 was $12,103 for TMAN and
$986,653 for FSGI. Management has not yet determined gross revenue figures for
the one year period ended November 13, 1999.

         On December 21, 1998, FSGI Corporation acquired all of the outstanding
common stock of The Martial Arts Network On-Line, Inc. For accounting purposes,
the transaction was effective on January 1, 1999. As consideration, FSGI
Corporation issued an aggregate of 3,000,000 shares of common stock and an
option to purchase up to 1,000,000 additional shares at a purchase price of
$1.00 per share. The structure and value of the transaction were negotiated by
the parties at arms length. Management is not aware whether FSGI Corporation
considered any other acquisition alternatives (whether solicited or
unsolicited). The Martial Arts Network, Inc. (parent of TMANglobal.com, Inc.)
has controlling interest in the new corporation formed as a consequence of the
completion of the acquisition of all of the outstanding common stock of The
Martial Arts Network On-Line, Inc. by FSGI Corporation. The acquisition was
recorded using the purchase method of accounting. The results of operations
since the date of acquisition, January 1, 1999 for accounting purposes, are
included in the consolidated statements of operations at June 30, 1999. Goodwill
of $2,767,069 was recorded in this transaction and is being amortized over 15
years using the straight line method. Goodwill represented 88.1% of the
Company's total assets at June 30, 1999. Amortization of this goodwill will
result in a charge against income of $92,236 for each of the 15 years commencing
January 1, 1999. That charge will reduce net income (increase net loss) and will
serve to impair the reported operating results, and presumably the share price
performance, of the Company.


                                       2

<PAGE>


         FSGI Corporation was introduced to the President of Martial Arts
Network On-Line, Inc., Ron Tramontano, by an individual who was the father of
one of Mr. Tramontano's karate students. FSGI Corporation's President stated
that FSGI Corporation had been seeking to acquire one or more businesses that
were involved in Internet commerce, in an effort to increase shareholder value.


         The following is a summary of the results of operations of the separate
companies from the date of acquisition to June 30, 1999:



                                TMANGLOBAL.COM, INC.          FSGI CORPORATION
              Net Sales:           $  6,235                       $649,357
              Net (loss):         ($273,617)                     ($129,042)



         The following summarizes the fair value of the assets acquired and
liabilities assumed of FSGI Corporation:


         Cash                                      ($ 2,437)
         Accounts receivable                         58,551
         Subscriptions receivable                    50,000
         Prepaid expenses                            13,475
         Property and equipment                      38,767
         Client list                                 78,000
         Accounts payable                           (64,161)
         Accrued expenses                           (35,264)
         Notes payable                              (76,875)
                                                   --------
           Net assets                              $ 60,056
                                                   ========

         The financial statements as presented, include the operations of The
U.C. Martial Arts Network On-Line, Inc., for the nine months ended June 30,
1999, and FSGI Corporation, from the date of acquisition, December 31, 1998 to
June 30, 1999.


PRODUCTS AND SERVICES - INTERNET WEB SITE BUSINESS


         TMAN has established three business models to market a selection of
products and services through its online web site. These business models include
an e-commerce operation, a Charter Membership Program, and an entertainment
agency.


         E-COMMERCE OPERATIONS. TMAN offers name-brand sporting goods and
apparel at discount prices through a virtual shopping mall accessible on its web
site. Similarly, TMAN offers a variety of how-to books, magazine subscriptions,
videotapes, CDs, DVDs, and cassettes pertaining to martial arts, extreme sports,
health, fitness, and nutrition through a virtual bookstore. TMAN's access to
various titles and labels has expanded tremendously since its affiliation with
Amazon.com beginning in January 1999. As an Amazon.com Associate, TMAN provides

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<PAGE>

selected books, CDs and videos with accompanying editorials on its web site that
allow customers to make informed choices about their purchases. The purchases
are made through a special link to Amazon.com, which supplies and delivers the
items purchased.


         As a complementary business line in its e-commerce operations, TMAN
also intends to develop a billing company that will provide martial arts
schools, gyms and health clubs with marketing and business planning services.
Significant work has not yet commenced on this business line. The Company is
currently investigating the possibility of joint venture with an existing
company in order to avoid incurring some of the start-up costs attendant to
developing business. While discussions are ongoing with two existing billing
companies, there is no assurance that these discussions will be successful. In
the absence of such a joint venture, the Company intends to establish a billing
company by the end of 2000. However, there is no assurance that TMAN will be
able to develop and provide such services successfully.

         CHARTER MEMBERSHIP PROGRAM. In June 1999, TMAN launched a web-community
Charter Membership Program that offers members a combination of TMAN's products
and services. The Charter Membership Program is designed to allow subscribers
access to restricted areas on the Internet site through the use of a membership
identification number. For the annual fee, members receive a package of benefits
and the ability to receive discounts off merchandise that is purchased from the
SuperMall. The program will include access to the following: celebrity chat
rooms; a video jukebox that airs sporting events from around the world; passes
to live events; a global calendar displaying dates and times of sports, fitness,
and health events; a personal web page; magazine subscriptions; a custom
affinity web browser; CD music cards and t-shirts; vacation packages; discounts
on virtual mall purchases; and a monthly newsletter. To date, no material
revenue has been realized from the Charter Membership Program.

         ENTERTAINMENT AGENCY. TMAN will also provide customers the service of a
virtual talent and casting agency. The agency will provide established and
amateur actors access to information on the latest acting prospects, including
opportunities to act as stunt people and body doubles for major stars. Our
online Entertainment Agency is intended to introduce action talent to producers
and directors who will then use the individuals in film and television
productions. We will generally charge a 15% agency fee for this service. To
date, no material revenue has been realized from the Entertainment Agency
portion of our business.

         While there can be no assurance, management believes that the martial
arts-related business will account for 60% of the Company's net revenues in
Fiscal 2000, with the e-commerce operations accounting for approximately 35% of
net revenues, the Charter Membership Program and the Entertainment Agency each
accounting for approximately 12.5% of net revenue. (Management projects that the
financial services business represented by FSG will contribute the remaining 40%
of consolidated net revenue.)


SUPPLIERS - INTERNET WEB SITE BUSINESS

         The majority of clothing, training equipment, safety gear, and related
products sold to customers through TMAN's virtual shopping mall are manufactured
in Asia. Management believes that, if for any reason it could not rely on, or
retain the services of any of its current suppliers or manufacturers, other
comparable suppliers and manufacturers would be readily available in the
marketplace.

                                       4

<PAGE>

         In May 1999, TMAN opened a branch office in Bangkok, Thailand, one of
the centers of the Asian retail market, to serve as TMAN's buying office for its
virtual shopping mall. The Bangkok office allows direct participation in the
Asian market as well as direct access to a range of products produced by a
diversified-base of Asian manufacturers. TMAN's Bangkok presence allows TMAN to
ship and distribute the majority of its merchandise, sold over the Internet via
its virtual shopping mall, directly to customers. The elimination of a
third-party distributor for these products gives TMAN a significant advantage
over many U.S.-based retail companies, and allows TMAN to offer its merchandise
at a more competitive price.


         In June 1999, TMAN established arrangements with two Thai
manufacturers, Galar Design and Twins Special Company, to produce its own line
of clothing, training equipment, and safety gear with the private label, TMAN
America. TMAN expects that these items will be natural additions to the products
marketed on its virtual shopping mall, TMAN also expects to be able to produce
this label in Thailand at relatively lower costs. However, there can be no
assurance that TMAN will be successful in producing its private label at a lower
cost than those of its competitors, nor can there be any assurance that the TMAN
America label will be competitive with other more established and well-known
brands. To date, no significant revenue has been generated through the private
label sales.

         The majority of the books, music labels, and game titles purchased
through TMAN's virtual bookstore are supplied by three U.S.-based companies,
Amazon.com, Turtle Press and Creative Edge Software. TMAN has relationships with
these and several other suppliers (including Amber Sporting Goods, Black and
Blue Productions, Inc., Century Martial Arts, Magazine City, Fogdog Sports, Inc.
and Kwon USA, Inc.) to meet its demand for books, magazines, videos, clothing
and accessories for boxing, kick boxing and other martial arts. Such
arrangements tend to be in the form of informal e-mail communications between
TMAN and the respective suppliers which set forth purchase price discounts and
payment terms, as well as provide authority for TMAN to use product
illustrations, supplier logos and the like on its website. Such arrangements
generally are for indefinite ongoing periods, and do not include termination
clauses. In the event that any of these sources became unavailable to TMAN,
management is confident that comparable replacements could easily be obtained in
the marketplace.

         In January 1999, TMAN's application to participate in the Amazon.com
Associates program was approved. As an Amazon.com Associate, TMAN has agreed to
display the Amazon.com logo on its web site in exchange for access to more than
4.7 million books, music CDs, videos, DVDs, and computer game titles, as well as
Amazon.com's customer service facilities, including payment processing,
ordering, shipping, order status reports, and returns. The Company does not pay
any fee to be an Associate, rather it receives a 15% commission relating to any
Amazon.com purchase initiated from a website owned by the Company. To date, the
Company has not realized significant revenue from this arrangement.
Consequently, management does not currently expect the arrangement to have a
material affect on the Company's financial condition. There can be no assurance
that TMAN will be able to continue its relationship with Amazon.com and the loss
of such a prestigious and important contract could materially alter TMAN's
ability to obtain and maintain customers.


                                       5

<PAGE>


         In April 1999, TMAN and Physical Genius, Inc. came to an arrangement
whereby TMAN agreed to market the Physical Genius Home Trainer on its virtual
shopping mall in exchange for the percentage it earned from the mark-up. The
Physical Genius Home Trainer uses the latest computer hardware and software
technologies to assist athletes, coaches and trainers in designing, executing,
monitoring and analyzing workout routines. The system provides immediate and
comprehensive performance feedback through its patented interactive hand-held
device called a digital training assistant, and allows the customer access to
the many workout routines contained in its library of exercises. In the event
TMAN's relationship with Physical Genius, Inc. terminated, TMAN would lose its
ability to market the patented technology of the unique Physical Genius Home
Trainer. However, as of September 1999 sales of the Physical Genius Home Trainer
have been immaterial to TMAN's profits.


MARKETS AND CUSTOMERS - INTERNET WEB SITE BUSINESS

         TMAN markets its products and services worldwide to men and women 18 to
49 years of age with interests in martial arts, extreme sports, health, fitness,
and nutrition. TMAN's objectives are to increase customer traffic to the TMAN
web site, build customer loyalty, encourage repeat purchases and develop
incremental product and service revenue opportunities. TMAN is currently
exploring a variety of media, business developmental and promotional methods to
achieve these goals.


         TMAN is primarily focused on marketing its products and services on the
World Wide Web. In May 1999, TMAN indexed its web site on more than 1,500 search
engines in 37 countries and retained an Internet technology company to increase
the frequency in which TMAN is accessed on keyword searches. Additionally, TMAN
is currently under review for participation as a Yahoo! Premier Shopping
Partner. Such an arrangement would allow TMAN to benefit directly from Yahoo!
traffic by being listed on Yahoo!'s popular and prominent web site as a Premier
Shopping Partner, all at no cost to TMAN. While there can be no assurance,
management believes that TMAN will become a Premier Shopping Partner by the end
of the first quarter of calendar year 2000. TMAN management does not expect that
there will be any material effect on revenues through this arrangement for the
calendar year 2000; however it expects that the additional exposure of its name
to Yahoo! users will be of benefit over the long term.


         As an added business strategy to increase access to markets, TMAN seeks
to enter into business combinations and alliances that allow TMAN continued
access to technological innovation and diversified products. Management believes
that developments in the digital information superhighway and other technologies
will give TMAN still greater access to customers.

                                        6

<PAGE>


         Management believes that TMAN's sponsorship of sporting events and
participation in high-profile, non-profit fundraisers will increase its
visibility in the market. TMAN intends to sponsor tournaments and sporting
events in the United States to increase its visibility and participation in the
martial arts and sports industries. To date, TMAN has not sponsored any such
events, however the Company intends to begin sponsoring sporting events in the
calendar year 2000, beginning with the Arnold Schwarzenegger Martial Arts Expo
in Columbus, Ohio in February. TMAN currently has concluded an arrangement with
a clothing manufacturer, Always Positive, Inc. of San Diego, California, that
produces positive attitude kidswear. Under the arrangement, TMAN intends to make
a donation of $1.00 for each sale of kidswear to Children's Miracle Network, a
non-profit charitable organization which supports children's hospitals
nationwide. The Company has not yet commenced sales under this program.
Management believes that TMAN's participation in goodwill events and sponsorship
of sporting events will increase the support it receives from the martial arts
community and the public in general.


COMPETITION - INTERNET WEB SITE BUSINESS

         The online commerce market is rapidly evolving and intensely
competitive. In addition, the retail clothing, book, music, and sports equipment
industries are intensely competitive. TMAN competes globally with other
retailers and distributors of the products sold on TMAN's web site.


         TMAN's strategy for market expansion includes using its significant
position on the Internet to procure business relationships with potential
competitors whenever a compatible business interest can be identified.
Nonetheless, there can be no assurance that TMAN will be able to come to such
arrangements with competitors, nor that TMAN will be able to compete against
other companies that may be better established, have broader public and industry
recognition, have financial resources substantially greater than those of TMAN,
and have distribution facilities better than those which now or in the
foreseeable future will become available to TMAN.


FINANCIAL SERVICES


         TMAN, through its subsidiary, FSG, provides credit unions with
comprehensive and internal regulatory compliance audit services, and related
accounting and managerial advisory services (including advice regarding fraud
prevention, loss recovery and the streamlining of operations). The National
Credit Union Administration ("NCUA") is an independent federal agency that
supervises and insures federal and state-chartered credit unions, under
authority granted by the Federal Credit Union Act and the Credit Union
Membership Access Act. Pursuant to NCUA applicable regulations (12 CFR 715) and
the NCUA's Supervisory Committee Guide for Federal Credit Unions, credit unions
and their supervisory committees must obtain a certified audit of their
financial statements in accordance with generally accepted auditing standards as
published by the American Institute of Certified Public Accountants. However,
currently there is no statutory requirement that the annual audit be certified
by a certified public accountant ("CPA") or that it be conducted in accordance
with generally accepted auditing principles. NCUA regulations specify that the
annual audit shall be conducted by a person who is licensed to do so by the
state or jurisdiction in which the credit union is principally located.
Therefore the supervisory committee may elect to seek the expertise of a


                                       7

<PAGE>


non-CPA individual or firm. FSG assists credit unions in obtaining certified
audits through joint venture operations with CPA firms, but specializes in
performing non-CPA audits for credit union supervisory committees at a
substantially lower cost. FSG's staff is recruited through the acquisition of
accounting practices and by hiring existing credit union league examiners,
retired federal and state credit union examiners, and individuals with
accounting and finance training. Management expects FSG to account for 40% of
the Company's net revenues in fiscal 2000.


MARKETS AND CUSTOMERS - FINANCIAL SERVICES

         FSG currently services approximately 600 credit unions nationwide
through its offices located in Florida, Kentucky, Michigan, Hawaii, California,
Mississippi, Georgia and Louisiana. FSG intends to expand its markets through
the acquisition of smaller credit union audit practices.


         FSG promotes its services within the credit union industry through the
relationships of its senior management and members of its board of directors
with various federal and state credit union organizations and by their
participation in various industry associations, conferences, seminars, chapter
meetings and other programs. Management also associates with state credit union
leagues and the NCUA Supervisory and Auditing Committee in order to obtain
referrals. FSG has developed various brochures, newsletters and other marketing
literature outlining its proposed services for small credit unions. These
products are updated regularly and delivered to various credit union supervisory
committees. FSG advertises in various industry publications and exhibits FSG's
services at major credit union conferences and credit union league annual
meetings.


         Despite these efforts, there can be no assurance that FSG will be
successful in its expansion strategy. The ability of FSG to develop and expand
its operations is dependent on numerous factors including economic conditions,
competition, and the ability to develop clientele. There can be no assurance
that FSG will be able to provide its comprehensive internal audit services
through a nationwide organization on a profitable basis. In addition, there can
be no assurance that the expansion of operations will not consume needed
financial resources and divert necessary administrative, professional and
management personnel from FSG's established operations.

COMPETITION - FINANCIAL SERVICES

         FSG has established a competitive position in this segment of the
market by providing non-CPA regulatory compliance audit services to credit
unions at a significantly lower cost than those offered by CPA firms. The
majority of the smaller credit unions FSG has targeted for its services are
currently being audited by small auditing firms, individual CPAs, retired
federal, and state regulatory examiners or state credit union leagues.

         However, given the ease of entry which currently characterizes this
segment of the market, medium-sized, regional or national CPA firms may
establish services that compete with those provided by FSG. In addition, there
are individuals and firms which provide on a local or regional basis,
comprehensive internal audit services for credit unions, and there may be other
firms which seek to establish similar proprietary services which will be
competitive with those provided by FSG. Accordingly, while this segment of the

                                       8

<PAGE>

industry is highly fragmented at the present time, it is anticipated that the
business will be highly competitive in the future. FSG may be in competition
with well established companies and firms both large and small, many of which
have greater financial resources and capabilities than FSG. There can be no
assurance that FSG will be able to compete successfully in this market segment
on an ongoing basis

         Moreover, while credit union assets have increased substantially in
recent years, the number of credit unions has contracted. As the amount of
assets of credit unions increase, as is anticipated, the feasibility of
conducting certified audits may also increase, and the cost burden relative to
the assets of such credit unions will correspondingly decline. Accordingly, FSG
will be attempting to provide its services to a potentially declining number of
credit unions.


         Finally, there are periodic proposals before the NCUA and the
American Institute of Certified Public Accountants to require credit unions to
obtain certified audits, and there can be no assurances that credit unions will
not be required to submit certified financial statements or undertake more
stringent audit procedures in the future. In that event, while FSG may still be
able to provide its services as support to CPA firms, the need for FSG's
services could be sharply reduced, which could limit FSG's revenues and profits
in the future.


EMPLOYEES OF THE COMPANY


         As of December 20, 1999, TMAN and its subsidiary, FSG, employed 21
full-time employees. None of TMAN's or FSG's employees are represented by a
labor union, and Management considers its employee relations to be good.


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

         CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS,
BUT ARE FORWARD-LOOKING STATEMENTS THAT ARE BASED UPON NUMEROUS ASSUMPTIONS
ABOUT FUTURE CONDITIONS THAT COULD PROVE NOT TO BE ACCURATE. ACTUAL EVENTS,
TRANSACTIONS AND RESULTS MAY MATERIALLY DIFFER FROM THE ANTICIPATED EVENTS,
TRANSACTIONS OR RESULTS DESCRIBED IN SUCH STATEMENTS. THE COMPANY'S ABILITY TO
CONSUMMATE SUCH TRANSACTIONS AND ACHIEVE SUCH EVENTS OR RESULTS IS SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE
NOT LIMITED TO, THE EXISTENCE OF DEMAND FOR AND ACCEPTANCE OF THE COMPANY'S
PRODUCTS AND SERVICES, REGULATORY APPROVALS AND DEVELOPMENTS, ECONOMIC
CONDITIONS, THE IMPACT OF COMPETITION AND PRICING, RESULTS OF FINANCING EFFORTS
AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS THAT ARE BEYOND THE COMPANY'S
CONTROL. THE COMPANY UNDERTAKES NO OBLIGATION AND DOES NOT INTEND TO UPDATE,
REVISE, OR OTHERWISE PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT FUTURE EVENTS OR
CIRCUMSTANCES.

         THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS
REPORT.

                                       9

<PAGE>


         The audit report of the Company's independent certified public
accountant relating to the fiscal year ended June 30, 1999 has been prepared
assuming that the Company will continue as a going concern. The Company
experienced a net loss of $264,319 during the year ended September 30, 1998, and
a net loss of $61,346 for the three months ended December 31, 1998, and had
negative cash flows from operations for the year ended September 30, 1998 and
the three months ended December 31, 1998. Moreover, management expects that the
Company will continue to experience losses during the current fiscal year. These
matters raise doubt regarding the ability of the Company to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company attaining profitable operation and obtaining additional capital.
The Company intends to obtain loans from its majority shareholders and officers
to meet its working capital needs; and the Company intends to attempt to raise
capital in a private equity placement later in the 2000 calendar year. There can
be no assurance that the Company's efforts will be successful.


RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND 1997


         TMAN did not commence operations until February 1999. From inception
through the end of January 1999, TMAN was a development stage company.
Consequently, it did not realize any revenues, cost of revenues or gross profit
during either of the fiscal years ended September 30, 1998 or 1997. Selling,
general and administrative expenses were $1,027 and $8,323, respectively, for
those same periods. Selling, general and administrative expenses for the 1998
fiscal year, in the amount of $1,027, decreased $7,196 from $8,323 in fiscal
1997. The decrease reflected the conclusion of the preparatory period and the
consolidation of certain administration activity. The Net Loss for fiscal 1998
decreased $7,196 from $8,323 in fiscal 1997, directly reflecting the change in
selling, general and administrative expenses.


RESULTS OF OPERATIONS FOR THE NINE MONTH PERIODS ENDED JUNE 30, 1999 AND 1998


         Revenues increased from $0 in the nine month period ended June 30, 1998
to $655,592 in the nine month period ended June 30, 1999 due to the inclusion of
the revenues of FSGI Corporation in the consolidated revenues of the Company
from and after January 1, 1999 (the effective date of the FSGI Corporation
purchase, for accounting purposes). Costs of revenues increased from $0 in the
nine months ended June 30, 1998 to $460,769 in the nine months ended June 30,
1999 due primarily to the inclusion of the operations of FSGI Corporation in the
consolidated revenues of the Company effective January 1, 1999. Selling, general
and administrative expenses increased from $513 in the nine months ended June
30, 1998 to $597,482 in the nine months ended June 30, 1999 due primarily to the
inclusion of the operations of FSGI Corporation in the consolidated revenues of
the Company effective January 1, 1999 (which accounted for $322,084 of the
selling, general and administrative expenses in the nine months ended June 30,
1999). The balance of the selling, general and administrative expenses in the
nine months ended June 30, 1999 ($275,398) relate to the operations of
TMANglobal.com. The Net Loss increased from $513 in the nine months ended June
30, 1998 to ($402,659) in the nine months ended June 30, 1999 due to the
inclusion of the operations of FSGI Corporation in the consolidated revenues of
the Company effective January 1, 1999, and to pre-operating and operating costs
incident to the commencement of operations at TMANglobal.com.


                                       10

<PAGE>

         The following is a summary of the results of operations of the separate
companies from the date of acquisition to June 30, 1999:


                          TMANGLOBAL.COM, INC.                 FSGI CORPORATION
              Net Sales:        $   6,235                             $649,357
              Net (loss):       ($273,617)                           ($129,042)


FINANCIAL CONDITION


         The Company's cash balance was $185,825 at June 30, 1999 as compared to
$499 on June 30, 1998. The increase was due primarily to net cash in the amount
of $363,909, provided from financing activities during the nine month period
ended June 30, 1999. Specifically, $328,790 in cash proceeds were received from
the issuance of 438,387 shares of Common Stock in a private placement that the
Company completed in April, 1999 (net of subscriptions receivable), and $47,375
was received from increases in long-term debt (which increases were partially
offset by payments on long-term debt of $12,256). Operating activities during
the nine month period ended June 30, 1999 accounted for the use of $205,326, as
compared to $513 used in the nine month period ended June 30, 1998. The Company
expects that its working capital resources and the cash flow that it expects to
receive from operations will not be sufficient to fund its working capital needs
during the twelve months following the date hereof. While the Company may use
funds available under the Credit Agreement (discussed below) to fund future
operations, there can be no assurance that the Company's capital resources will
be adequate. During the nine month period ended June 30, 1999, the Company
realized a net loss of $423,849. As of that same date, the Company's cash
balance was $185,825. Moreover, the Company expects to continues to operate at a
loss through the fiscal year ended September 30, 1999. The ability of the
Company to fund its working capital needs during the next twelve months will
largely be dependent on its ability to obtain additional debt and equity
financing. The Company intends to seek loans from its controlling shareholder
and from certain of its officers, as well as the placement of debt or equity to
third parties in a private offering. There can be no assurance that such
financing will be available to the Company. Moreover, even if available, such
financing may result in substantial dilution to the existing shareholders of the
Company.

         In May 1998, FSGI Corporation entered into a Credit Agreement with Bank
Atlantic consisting of a $50,000 Loan and a $50,000 Line of Credit
collateralized by the assets of FSGI Corporation, for its financial services
operations. The Loan has an interest rate of 11.05% and comes due on May 13,
2000. As of June 30, 1999, the balance due on the Loan was $17,891.31. The Line
of Credit provides for borrowings of up to $50,000 at the prime rate plus 2%
(9.75% at June 30, 1999), collateralized by the assets of FSGI Corporation. As
of June 30, 1999, the balance due under the Line of Credit was $40,000. The Line
of Credit is terminates on May 13, 2000. The Loan and Line of Credit are not
available to fund the separate operations of TMANglobal.com, Inc.

RESULTS OF OPERATIONS OF ACQUIREE (FSGI)


                                       11

<PAGE>


         The following discussion is of FSGI's pre-acquisition operations for
the fiscal year ended September 30, 1998 and the 3-month interim period through
December 31, 1998. These results of operations represent activity of FSGI prior
to the merger that are not reflected in TMAN's historical financial statements.
This discussion is provided because of its significance to investors in
understanding the operating activities of the registrant, since TMAN was a
development stage entity prior to its merger with FSGI Corporation, which had
substantial operations prior to the merger effected in January 1999, when
Financial Standards Group, Inc. ("FSGI") became a wholly-owned subsidiary of
TMAN. The operations of FSGI Corporation through its subsidiary, FSGI, for the
year ended September 30, 1998 were related to providing credit unions with
internal regulatory compliance audit services and related accounting and
managerial advisory services.

YEAR ENDED SEPTEMBER 30, 1998 AND THREE MONTH PERIOD ENDED DECEMBER 31, 1998

REVENUES; OPERATING COSTS AND EXPENSES

         Net operating revenue of FSGI for fiscal 1998 was chiefly from the
accounting and advisory services its subsidiary provided to credit unions.
Service revenue for fiscal 1998 was $1,311,979, and for the three months ended
December 31, 1998 was $358,327. Interest income was $3,499 in fiscal 1998, and
$195 for the three months ended December 31, 1998.

         Selling, general and administrative expenses of FSGI were $660,479 in
fiscal 1998, and $207,133 for the three months ended December 31, 1998. Interest
expenses for fiscal 1998 were $2,522, and $1,532 during the three months ended
December 31, 1998.

IMPACT OF YEAR 2000

         The Company has effected a Year 2000 compliance review of all hardware
and software currently in use by FSGI and TMAN, that may have time or date
sensitivity that requires correction. If not addressed, system failures or
miscalculations resulting from Year 2000 problems could cause disruptions of
operations, including, among other things, the "crashing" of a website, a
temporary inability to process transactions, prepare invoices, or engage in
similar normal business activities. All of the hardware and software utilized by
the Company is of the "off the shelf" variety, and the Company believes that all
of it is Year 2000 compliant. In each case the vendor of the software has
certified the software as Year 2000 compliant. Moreover, the Company has
contacted its major vendors and has received written confirmation of Year 2000
compliance from them. These vendors provide the Company with technical support
and software programs that support the Company's websites, the invoicing and
retention of customer activity, and the reporting of the Company's financial and
accounting transactions. The Company has not expended significant funds on Year
2000 remediation. All of the Company's computer programs are covered under
existing maintenance agreements, and no significant costs have been incurred
with respect to Year 2000 compliance issues.

         Although the Company believes that it is Year 2000 compliant and
expects no significant issues or expenses with respect to Year 2000, the Company
is continuing to review its systems for potential problems.


                                       12

<PAGE>

ITEM 3.  DESCRIPTION OF PROPERTIES


         TMAN leases the following properties for its internet web site
operations: 300 square feet for $700 per month at 1000 Universal Studios Plaza,
Building 22A, Orlando, Florida 32819-7610 under a month-to-month lease; and 150
square feet for $220 per month at 919-459 Silom Road, Galleria Plaza, Bangkok,
Thailand under a lease commencing November 18, 1999 and expiring May 17, 2000.
TMAN also subleases 600 square feet for its customer service and storage
facility at 11435A Palmetto Park Road, Boca Raton, Florida, on a month to month
basis, for $1,000 per month from West Boca Karate which is owned by Ron
Tramontano, a director and the President of TMAN. Management believes that the
terms and conditions of this lease are comparable or better than those that
would have been obtained on an arms-length basis.

         FSG leases the following properties for its financial services
operations: 480 square feet for $417.90 per month at 3615 Newburg Road,
Louisville, Kentucky 40218 under a lease commencing October 1, 1997 and expiring
September 30, 2000; 600 square feet for $690.66 per month at 5075 Cascade Road,
S.E., Suite E, Grand Rapids, Michigan 49546 under a lease commencing October 1,
1998 and expiring September 30, 2003; 120 square feet for $338.54 per month at
1654 South King Street, Honolulu, Hawaii 96826 under a lease commencing March 1,
1997 and expiring February 28, 2000; 370 square feet for $400.00 per month at
300 Willowbend Road, Suite H, Peachtree City, Georgia 30269 under a lease
commencing September 4, 1998 and expiring September 30, 1999 (the lease was
renewed on October 1, 1999 through September 30, 2000).


         Except for the sublease at 11435A Palmetto Park Road, Boca Raton,
Florida, each of the lease agreements are with unaffiliated parties. In the
event that TMAN or FSG lost its rights under a particular lease, Management
believes that it could locate comparable facilities without difficulty.
Management believes the properties are adequately covered by insurance and that
it has sufficient space for operations for the next twelve months.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


         The following table sets forth information as of December 1, 1999,
with respect to the beneficial ownership of the outstanding shares of TMAN's
common stock by (1) each person known by TMAN to be the "beneficial owners" of
more than 5% of the common stock; (2) each director of TMAN; (3) each Named
Executive Officer; and (4) all directors and executive officers as a group.


                                       13

<PAGE>
<TABLE>
<CAPTION>

NAME AND ADDRESS                                                 NUMBER OF SHARES            % OF COMMON STOCK
OF BENEFICIAL OWNER (1)                    TITLE OF CLASS        BENEFICIALLY OWNED        BENEFICIALLY OWNED (2)
- ---------------------------------------  ------------------  --------------------------  --------------------------

<S>                                        <C>                     <C>                            <C>
The Martial Arts Network, Inc.             Common Stock            4,000,000 (3)                  57.6%
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

Tony Interdonato                           Common Stock            5,000,000 (4)                   63.0%
c/o TMANglobal.com, Inc.
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

Ron J. Tramontano                          Common Stock            5,005,000 (5)                   63.0%
c/o TMANglobal.com, Inc.
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

Ron Valli                                  Common Stock            1,000,000 (6)                   14.4%
c/o TMANglobal.com, Inc.
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

All directors and officers as              Common Stock            7,000,000 (7)                   70.4%
  a group (3 persons)
</TABLE>

(1)      Unless noted, all of such shares of common stock are owned of September
         1, 1999 by each person or entity named as beneficial owner and such
         person or entity has sole voting and dispositive power with respect to
         the shares of common stock owned by each of them.
(2)      As to each person or entity named as beneficial owners, such person's
         or entity's percentage of ownership is determined by assuming that any
         options or convertible securities held by such person or entity which
         are exercisable or convertible within 60 days from the date hereof have
         been exercised or converted, as the case may be.
(3)      Includes, 1,000,000 shares of common stock issuable pursuant to options
         granted in January 1999 and exercisable through January 2002.
(4)      Represents 1,000,000 shares of common stock issuable to Mr. Interdonato
         pursuant to options granted in January 1999 and exercisable through
         January 2002; the 3,000,000 shares of common stock beneficially owned
         by The Martial Arts Network, Inc; and the 1,000,000 shares of common
         stock issuable to The Martial Arts Network pursuant to options granted
         to it in January 1999 and exercisable through January 2002. Mr.
         Interdonato is considered a beneficial owner of the interest held by
         The Martial Arts Network, Inc. in TMAN given his direct interest in The
         Martial Arts Network, Inc. and his position as President and Chief
         Operating Officer of The Martial Arts Network, Inc.

(5)      Includes, 1,000,000 shares of common stock issuable pursuant to options
         granted to Mr. Tramontano in January 1999 and exercisable through
         January 2002; the 3,000,000 shares of common stock beneficially owned
         through The Martial Arts Network, Inc; and the 1,000,000 shares of
         common stock issuable to The Martial Arts Network pursuant to options
         granted to it in January 1999 and exercisable through January 2002. Mr.
         Tramontano is considered a beneficial owner of the interest held by The
         Martial Arts Network, Inc. in TMAN given his direct interest in The
         Martial Arts Network, Inc. and his position as Director and Chairman of
         The Martial Arts Network, Inc.
(6)      Represents 1,000,000 shares of common stock issuable to Mr. Valli
         pursuant to options granted in January 1999 and exercisable through
         January 2002.
(7)      Represents 3,000,000 shares of common stock issuable to the three
         individual directors and officers pursuant to options granted in
         January 1999 and exercisable through January 2002; the 3,000,000 shares
         of common stock beneficially owned through The Martial Arts Network,
         Inc; and the 1,000,000 shares of common stock issuable to The Martial
         Arts Network pursuant to options granted to it in January 1999 and
         exercisable through January 2002.


                                       14

<PAGE>

ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of TMAN are:

          NAME              AGE                        TITLE
- -----------------------     ---        -----------------------------------------
Tony Interdonato            40         Chairman of the Board and Chief Executive
                                         Officer
Ron J. Tramontano           51         President and Director
Ronald Valli                49         Chief Operating Officer


         TMAN's articles of incorporation provide that the board of directors
shall consist of no less than one, nor more than seven directors, each of which
shall be elected annually. Currently the board of directors consists of Tony
Interdonato and Ron Tramontano, both of whom were elected in January 1999.

         TONY INTERDONATO. Mr. Interdonato has been President and Chief
Operating Officer of TMAN's parent, Martial Arts Network, Inc. since October
1994. Mr. Interdonato became Chairman and Chief Executive Officer of TMAN on
January 1, 1999. In May 1999, Mr. Interdonato became Chief Executive Officer of
FSG. From August 1996 to June 1997, Mr. Interdonato oversaw the creation and
production of an international business television program (WORLD BUSINESS
REVIEW, for which former Secretary of Defense Caspar Weinberger acts as the
on-the-air host) as Senior Vice President and General Manager of Multi-Media
Productions. From June 1994 to May 1996, Mr. Interdonato was the President of
Direct Image, Inc., an advertising agency. From June 1995 to August 1996, he
also served as the Vice President of Business Development/Strategic Planning and
Head of Corporate Communications/Public Relations at Five Star Productions. Mr.
Interdonato was a Senior Producer and Vice President of Media Relations at
WJMK-TV from October 1993 to June 1995.

         RON TRAMONTANO. Mr. Tramontano has been a Director and Chairman of The
Martial Arts Network, Inc. since October 1994. Mr. Tramontano became a Director
and President of TMAN in January 1999. Mr. Tramontano is also Chief Instructor
of the West Boca Karate Center, which he opened in 1986. Prior to opening West
Boca Karate Center, Mr. Tramontano was employed by Teltec Communications and New
York Telephone for more than eighteen years where he engineered and monitored
the first microwave transmission stations to be used at that time in the
Northeast, including the installation of CNN's video transmitter/receiver at One
World Trade Center in New York City. Mr. Tramontano graduated from Metropolitan
Collegiate Institute with a degree in Electronics in June 1985.

         RON VALLI. Ron Valli, Ph.D., was appointed Chief Technology Officer of
TMAN's parent, The Martial Arts Network, Inc., in 1997. In January 1999, Dr.
Valli became TMAN's Chief Operating Officer. Dr. Valli worked on the
architecture and development of high-technology products as a design engineer
from January 1997 to January 1999 for Milgo Solutions. From October 1994 to
January 1997, Dr. Valli worked at NCR Corporation with a team of architects on
several high-technology products, including a next generation 8-way "Octascale"
Pentium Pro System and Windows NT systems that specialize in hierarchical
bus-based and SCI-based scaleable architectures, and multiple PCI bus systems.
Dr. Valli received a Masters in Science from the University of Virginia in 1984
and a Doctorate of Philosophy in Electrical Engineering/Computer Architecture
from the University of Pittsburgh in 1989. During his doctoral studies, he
started his studies of Tang Soo Do under Master C.S. Kim. He continued his
martial arts training under Mr. Tramontano and received his black belt in Tang
Soo Do in 1990. He achieved his second-degree black belt in 1992.


                                       15

<PAGE>

         There are no material proceedings to which any director, officer or
affiliate of TMAN, any owner of record, of beneficially more than five percent
of TMAN common stock, or any associate of any such director, officer, affiliate
of TMAN or security holder is a party adverse to TMAN or any of its subsidiaries
or has a material interest adverse to TMAN or any of its subsidiaries.

ITEM 6.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth the aggregate cash compensation paid for
services rendered to TMAN during the last three years by each person serving as
TMAN's chief executive officer during the last year and TMAN's most highly
compensated executive officers serving as such at the end of the year ended
December 31, 1998, whose compensation was in excess of $100,000.

<TABLE>
<CAPTION>
                                                                   LONG-TERM COMPENSATION
                                                              ----------------------------------
                              ANNUAL COMPENSATION                     AWARDS           PAYOUTS
                    ----------------------------------------- ----------------------- ----------
                                                                          SECURITIES
                                                  OTHER       RESTRICTED  UNDERLYING
     NAME AND                                     ANNUAL        STOCK      OPTIONS/     LTIP       ALL OTHER
PRINCIPAL POSITION  YEAR   SALARY($)BONUS($)  COMPENSATION($) AWARDS($)    SARS(#)    PAYOUTS($) COMPENSATION($)
- ------------------- -----  -------- --------- --------------- ----------- ----------- ---------- ---------------
<S>                 <C>     <C>        <C>          <C>        <C>            <C>         <C>         <C>
Jason L. Lents(1)   1998    90,000     -            -          286,000        -           -           N/A
 President          1997    90,000     -            -             -           -           -           N/A
                    1996         -     -            -             -           -           -           N/A
</TABLE>

(1)  Jason L. Lents was appointed director of FSGI Corporation and president of
     FSG in August 1997. Mr. Lents ran the operations of FSG and FSGI
     Corporation, including the duties traditionally assigned to the chief
     executive officer from the time it was acquired until January 1, 1999, at
     which time Tony Interdonato was appointed chief executive officer of FSGI
     Corporation's successor company TMAN. Mr. Lents continued as the president
     of FSG until May 1, 1999 at which time Mr. Interdonato became chief
     executive officer of FSG and Michael Santone became interim president of
     FSG. Mr. Lents continued to work as a consultant for FSG until September
     30, 1999. See "Consulting Agreements".

OPTION/SAR GRANTS IN LAST FISCAL YEAR (1998)

         TMAN granted no options to purchase shares of common stock to any
executive officer during the year ended December 31, 1998.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

         No options to purchase common stock were exercised by any executive
officer during the year ended December 31, 1998.

                                       16

<PAGE>

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE

         No awards were made under any long-term incentive plan to any executive
officer during the year ended December 31, 1998.

DIRECTOR AND OFFICER COMPENSATION


         TMAN does not generally compensate directors for the activities they
perform in their capacity as director. In January 1999 the board of directors
resolved to pay a fixed based salary through January 2000 to TMAN's three
principal officers as follows: $4,000 per month ($48,000 per year) to Tony
Interdonato, Chairman and Chief Executive officer; $5,000 per month ($60,000 per
year) to Ron Valli, Chief Operating Officer; and $2,000 per month ($24,000 per
year) to Ron Tramontano, President and Director. As of June 1999, the board of
directors resolved to pay Ron Tramontano $4,000 per month ($48,000 per year).
Messrs. Interdonato and Tramontano and Dr. Valli each also received in January
1999, options to purchase 1,000,000 shares of common stock exercisable at $1.00
until January 2002.


CONSULTING AGREEMENTS


         Jason L. Lents, a former director of FSGI Corporation and the former
president of FSG, provided consulting services to FSG between May 1, 1999 and
September 30, 1999 at a rate of $6,250 per month.


ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         There were no transactions between TMAN and any director, executive
officer, or beneficial owner in excess of $60,000 during the year ended December
31, 1998.

ITEM 8.  DESCRIPTION OF SECURITIES


         TMAN is currently authorized to issue 20,000,000 shares of common
stock, par value $.0001 per share. As of December 1, 1999, there were 5,938,554
shares of common stock issued and outstanding and 55 holders of record.
Management believes that there are approximately 300 beneficial owners, only one
of which currently holds more than a 5% interest in TMAN. Each share of common
stock entitles the holder to one vote on each matter submitted to the
stockholders. The holders of common stock: (a) have equal ratable rights to
dividends from funds legally available therefor when, as and if declared by the
board of directors; (b) are entitled to share ratably in all of the assets of
TMAN available for distribution to holders of common stock upon liquidation,
dissolution or winding up of the affairs of TMAN; (c) do not have preemptive,
subscription or conversion rights, or redemption or applicable sinking fund
provisions; and (d) as noted above are entitled to one non-cumulative vote per
share on all matters submitted to stockholders for a vote at any meeting of
stockholders. Prior to any payment of dividends to the holders of common stock,
all accrued and unpaid dividends on any outstanding shares of preferred stock
must be paid. TMAN anticipates that, for the foreseeable future, it will retain
earnings, if any, to finance the operations of its businesses. The payment of
dividends in the future will depend on, among other things, the capital
requirements and the operating and financial conditions of TMAN.


                                       17

<PAGE>

                                     PART II


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

         On January 4, 1999, the SEC approved amendments to National Association
of Securities Dealers, Inc. Rules 6530 and 6540 to limit quotations on the OTC
Bulletin Board to the securities of companies that make current filings pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. TMAN
failed to meet the December 1, 1999 deadline for compliance with the new OTC
Bulletin Board eligibility rules, and, effective since that date, is no longer
quoted on the OTC Bulletin Board. From January 1999 TMAN traded on the Nasdaq
OTC Bulletin Board under the symbol "CHOP" (and later, from November 1999,
"CHOPE"). TMAN traded under the symbol "FSGI" from July 31, 1998 to January 13,
1999. Currently TMAN trades only in the "pink sheets." This Registration
Statement on Form 10-SB must be declared effective by the SEC in order for TMAN
to once again meet the requirements of the new eligibility rule. Once becoming
eligible again, TMAN will only be allowed to reenter trading on the OTC Bulletin
Board after being cleared by the OTC Compliance Unit. The range of high and low
bid information for TMAN's common stock for each full quarterly period during
TMAN's last two fiscal years, is as follows:

                          PERIOD                  HIGH BID               LOW BID
FISCAL 1998           4th quarter (1)               2.938                 0.440
FISCAL 1999           1st quarter                   2.406                 0.440
                      2nd quarter                   3.500                 0.750
                      3rd quarter                   2.000                 0.625
                      4th quarter (2)               2.000                 0.250

- -------------
(1)      Commencing July 31, 1998.
(2)      Through December 1, 1999.

         These quotations were obtained from the Nasdaq OTC Bulletin Board
quarterly quote summaries, and reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions. As of December 1, 1999, the last date the Company's securities
traded on the Bulletin Board, the closing bid price for TMAN's common stock was
$0.25. As of the same date, there were approximately 55 holders of record of
TMAN's common stock. Management believes that there are approximately 300
beneficial owners of TMAN common stock. As of the date hereof, TMAN Common Stock
trades in the "pink sheets."


         TMAN has not paid any cash dividends and does not anticipate paying any
cash dividends in the foreseeable future. TMAN intends to use any earnings which
it may generate to finance the growth of its business.

                                       18

<PAGE>

ITEM 2.  LEGAL PROCEEDINGS


         In July 1999, the Trustee in Bankruptcy ("Trustee") for Total World
Telecommunications, Inc. ("Total World') filed a Complaint to Recover Fraudulent
Transfer in the United States Bankruptcy Court for the Southern District of
Florida against Financial Standards Group, Inc. ("FSG"), a wholly-owned
subsidiary of TMANglobal.com, Inc., and the following three individuals who
previously were officers of FSG, Jason L. Lents, Lori Carmichael and James M.
Dorman. In Re: Total World Telecommunications, Inc. Lawrence H. Blum as
Unsecured Creditors Trustee v. Financial Standards Group, Inc. et al., Case No.
97-36030-BKC-SHF, Adv. 99-3153 (U.S.D.C. S.D. Fla. Bkrptcy, 1999). The Trustee
alleges that Total World's transfer of the stock in FSG to the three individuals
who were officers of FSG at the time for a $50,000 note within a year of the
filing of Total World's involuntary bankruptcy was for insufficient
consideration while Total World was insolvent, with the intent to hinder, delay,
and defraud Total World's creditors, and therefore is a voidable fraudulent
transfer under Federal and Florida bankruptcy law. The Trustee seeks an Order
declaring the transfer of the FSG stock to the three individuals to have been a
violative fraudulent transfer, and further ordering FSG and the individuals to
turn the FSG stock over to the Trustee, or alternatively awarding unspecified
money damages. Counsel for FSG is now reviewing the matter and determining a
responsive course of action. Discovery has not commenced, and TMAN is not yet in
a position to assess the significance or potential impact of the litigation.

         The Company is currently engaged in litigation in connection with the
claim of a former employee for monetary amounts with respect to her return of
100,000 shares of Common Stock to the Company.

         In the opinion of management, theses proceedings are not expected to
have a material impact on its financial position or results of operations,
However, there can be no assurance that the outcome of the litigations will be
favorable to TMAN. An adverse finding against TMAN or the requirement that TMAN
expend significant resources defending itself may result in a material adverse
effect on the financial condition of TMAN.


ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None.

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES


         1. In October 1997, FSGI Corporation borrowed $50,000 from Premium
Investment Management, Ltd. In satisfaction of that debt, FSGI Corporation paid
to the lender $3,000 in interest, and in August 1998 at the lender's
instruction, issued to SBZ Investment Subtrust, Ltd. 500,000 shares of common
stock in lieu of repayment of the note; options to purchase 100,000 shares of
common stock at $1.00; and options to purchase 100,000 shares of common stock at
$.50 per share (all of which options expire October 31, 2000). In March 1999,
TMAN sold 66,667 shares of common stock to SBZ Investment Subtrust at $.75 per
share. For these transactions, the Company relied on exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") as provided under Rule 504, Rule 701 or Section 4(2) of the
Securities Act.


                                       19

<PAGE>


         2. In November 1997, as consideration for consulting services, FSGI
Corporation granted Fly Yellow Investments, Ltd. options to purchase 100,000
shares of common stock at $.75 per share, exercisable between November 1, 1997
and October 31, 2000. For this transaction, the Company relied on exemption from
registration requirements of the Securities Act as provided under Rule 504, Rule
701 or Section 4(2) of the Securities Act.

         3. In June 1998, FSGI Corporation issued 737,000 shares of common stock
on a no cost basis to certain employees and consultants predominantly for
services rendered for referrals and business leads in the credit union industry.
In this transaction, the Company relied on exemption from registration
requirements as provided under Rule 504 or Section 4(2) of the Securities Act.

         4. In June 1998, FSGI Corporation sold 528,667 shares of restricted
common stock at $.75 per share (an aggregate of $335,000 net of offering
expenses) to private persons and corporate entities in a Rule 504 private
offering. The majority of the investors were accredited investors as defined in
Rule 501 promulgated under Regulation D of the Exchange Act. In these
transactions, the Company relied on exemption from registration requirements as
provided under Rule 504 or Section 4(2) of the Securities Act.

         5. In July 1998, FSGI Corporation granted David Latraverse options to
purchase 50,000 shares of common stock at $1.00 per share between July 1998 and
June 30, 2001 in consideration for investment consulting services. For this
transaction, the Company relied on exemption from registration requirements of
the Securities Act as provided under Rule 504, Rule 701 or Section 4(2) of the
Securities Act.

         6. In August 1998, FSGI Corporation issued 33,333 shares of common
stock valued at $.75 per share to M&A West as consideration for financial
advice, investor relations and public relations services. For this transaction,
the Company relied on exemption from registration requirements of the Securities
Act as provided under Rule 504, Rule 701 or Section 4(2) of the Securities Act.

         7. In August 1998 FSGI Corporation issued 100,000 shares of common
stock at $.75 per share to Five Speed Investments Subtrust in consideration of
consulting services provided. FSGI Corporation issued another 100,000 shares at
$.75 per share to Five Speed Investments Subtrust in October 1998 in
consideration of consulting services. In February 1999, Five Speed Investments
Subtrust purchased 66,667 shares of TMAN's common stock at $.75 per share. Cash
proceeds to the Company of these transactions totaled $50,000. Five Speed
Investments Subtrust is a venture capital fund. For these transactions, the
Company relied on exemption from registration requirements as provided under
Rule 504 or Section 4(2) of the Securities Act.


                                       20

<PAGE>


         8. In September 1998, FSGI Corporation issued 25,000 shares of common
stock valued at $.75 per share to National Capital Merchant Group, L.L.C. for
strategic planning and financial advice. For this transaction, the Company
relied on exemption from registration requirements of the Securities Act as
provided under Rule 504, Rule 701 or Section 4(2) of the Securities Act.

         9. In October 1998, FSGI Corporation granted an option to Southeast
Capital Partners, Inc. to purchase 75,000 shares of common stock at $1.00 per
share between October 1, 1998 and September 30, 1999 in consideration of market
and strategic planning services. In June 1998, Southeast Capital Partners, Inc.
was issued 25,000 shares of Common Stock, valued at $1.00 per share; in
September 1998, Southeast Capital Partners, Inc. was issued 25,000 shares of
common stock, valued at $1.00 per share, and in October 1998 Southeast Capital
Partners, Inc. was issued 25,000 shares of common stock, valued at $1.00 per
share, all as additional consideration payable for additional services provided
to the Company. For these transactions, the Company relied on exemption from
registration requirements of the Securities Act as provided under Rule 504, Rule
701 or Section 4(2) of the Securities Act.

         10. In October 1998, in addition to $10,000 paid in cash consideration,
FSGI Corporation granted common stock options to Managerial Advisory Services,
Inc. as partial consideration for management advisor and investor relation
services, as follows: 100,000 shares at $1.00; 100,000 shares at $1.50; and
100,000 shares at $2.00. Such options have a cashless exercise feature. For
these transactions, the Company relied on exemption from registration
requirements of the Securities Act as provided under Rule 504, Rule 701 or
Section 4(2) of the Securities Act.

         11. In November 1998, FSGI Corporation issued 50,000 shares of common
stock to Stockbroker Relations, Inc. valued at $.82 per share (30,000 of such
shares were retired in April 1999), and 133,333 shares of common stock valued at
$.75 per share, to Scott Sieck for financial advice, investor relations, and
public relations services; of these, 66,667 shares were retired in April 1999.
For these transactions, the Company relied on exemption from registration
requirements of the Securities Act as provided under Rule 504, Rule 701 or
Section 4(2) of the Securities Act.

         12. In December 1998, FSGI Corporation issued 245,500 shares of
restricted common stock to certain investors as compensation for a failed
prior investment in Total World Telecommunications, Inc. ("Total World"). Total
World was formerly the corporate parent of Financial Standards Group, Inc. The
majority of the investors were accredited investors as defined in Rule 501
promulgated under Regulation D of the Exchange Act. In these transactions, the
Company relied on exemption from registration requirements as provided under
Rule 504 or Section 4(2) of the Securities Act.

         13. On December 21, 1998, FSGI Corporation acquired all of the
outstanding common stock of The Martial Arts Network On-Line, Inc. For
accounting purposes the transaction was effective January 1, 1999. As
consideration, FSGI Corporation issued an aggregate of 3,000,000 shares of
common stock and an option to purchase up to 1,000,000 additional shares at a
purchase price of $1.00 per share until January 2002. The Martial Arts Network,
Inc. (parent of TMANglobal.com, Inc.) now has controlling interest in the new
corporation formed. For accounting purposes the acquisition has been treated as
an acquisition of FSGI Corporation by The Martial Arts Network On-Line, Inc. and
as a recapitalization of The Martial Arts Network On-line, Inc. Subsequent to
the acquisition the Company changed its name to TMANglobal.com, Inc. In this
transaction, the Company relied upon exemption from registration requirements as
provided under Section 4(2) of the Securities Act


                                       21

<PAGE>


         14. In January 1999, TMAN granted options to purchase 1,000,000 shares
of common stock at $1.00 per share, between January 1999 and January 2002, to
each of its three officers, Tony Interdonato, Ron Tramontano, and Ron Valli. For
these transactions, the Company relied on exemption from registration
requirements of the Securities Act as provided under Rule 504 or Section 4(2)
of the Securities Act.

         15. In March 1999, TMAN sold 288,153 shares of common stock to private
persons and corporate entities in a Rule 504 private offering at a price of $.75
per share, for an aggregate consideration of $216,115. Most of such investors
were accredited investors as defined in Rule 501 promulgated under Regulation D
of the Exchange Act. In these transactions, the Company relied on exemption from
registration requirements as provided under Rule 504 or Section 4(2) of the
Securities Act.

         16. In April 1999, TMAN issued 25,000 free-trading shares and 25,000
restricted shares of common stock to K.M. Ward, Inc. as consideration valued at
$78,750 for consulting services, and issued 2,000 shares of common stock to an
employee for services rendered valued at $1,250. Also as of April 1999, TMAN is
contractually obligated to issue 100,000 shares of restricted common stock to
Elliott, Lane & Associates as payment for investment banking services (50,000 of
such shares were issued in August 1999). For these transactions, the Company
relied on exemption from registration requirements of the Securities Act as
provided under Rule 504, Rule 701 or Section 4(2) of the Securities Act.

         17. In April and May, 1999, TMAN issued, respectively, 6,800 and 6,700
shares of common stock at $.75 per share to two private persons. The Company
received cash totaling $10,125 for these issuances. For these transactions, the
Company relied on exemption from registration requirements as provided under
Rule 504 or Section 4(2) of the Securities Act.

         None of the forgoing transactions involved any public offering and the
recipients either received adequate information about FSGI Corporation or TMAN,
or had access, through employment or other relationships, to such information.
In each of the foregoing transactions, Management reasonably believed that each
of the recipients was "sophisticated" within the meaning of Section 4(2) of the
Securities Act or "accredited" within the meaning of Rule 501 under the
Securities Act,or both.


ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 607.0850 of the Florida Business Corporation Act empowers a
corporation to indemnify any person who was or is a party to a proceeding by
reason of the fact that he was or is an officer, director, employee or agent of
the corporation against liability incurred in connection with such proceeding.
Such person must have acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation. With respect to

                                       22

<PAGE>

any criminal proceeding, such person must have had no reasonable cause to
believe his conduct was unlawful. Moreover, indemnification of officers,
directors, employees or agents of TMAN is only appropriate when determined to be
proper under the applicable standard of conduct by a majority vote of a quorum
of TMAN's board of directors, excluding any directors seeking indemnification.

         Indemnification is not exclusive under the Florida Business Corporation
Act, however, indemnification is not permitted to be made on behalf of any
person if a judgment or final adjudication establishes: (1) a violation of the
criminal law, unless such person had reasonable cause to believe his conduct was
lawful or no reasonable cause to believe his conduct was unlawful; (2) such
person derived an improper personal benefit from the transaction; (3) as to any
director, such proceeding arose from an unlawful distribution under Section
607.0834 of the Florida Business Corporation Act; or (4) willful misconduct or a
conscious disregard for the best interests of TMAN in a proceeding by the
corporation or a stockholder.

         TMAN's bylaws provide that TMAN shall indemnify persons acting in good
faith and in the best interest of TMAN. The bylaws provide further, with respect
to criminal activities, that TMAN shall indemnify persons who had no reasonable
cause to think his or her actions unlawful. TMAN is empowered by the bylaws to
purchase and maintain insurance on behalf of any such person.

         INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING TMAN PURSUANT
TO THE FOREGOING PROVISIONS, TMAN HAS BEEN INFORMED THAT IN THE OPINION OF THE
SEC, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
SECURITIES ACT AND IS THEREFORE UNENFORCEABLE.

PART F/S

         See pages F-1 through F-13 hereinbelow.

                                       23

<PAGE>

                                    PART III

ITEM 1.  INDEX TO EXHIBITS


         See Item 2 below.


ITEM 2.  DESCRIPTION OF EXHIBITS


       EXHIBIT NO.                        DESCRIPTION
       -----------                        -----------

            2.1         Agreement and Plan of Merger dated December 21, 1998
                        between FSGI Corporation and The Martial Arts Network
                        On-Line, Inc. (1)
            3.1         Articles of Incorporation and amendment thereto (1)
            3.2         Bylaws (1)
            4.1         Certificate for shares of common stock (1)
            10.1        Consulting Agreement dated March 9, 1999 between K. M.
                        Ward Inc. and TMAN (1)
            10.2        Consulting Agreement dated March 17, 1999 between
                        VistaQuest, Inc. and TMAN (1)
            10.3        General Agreement dated April 29, 1999 between Elliott,
                        Lane & Associates, Inc. and TMAN (1)
            10.4        Purchase Contract dated November 13, 1998 between Bonnie
                        Davis and FSGI Corporation (1)
            11          Statement re: Computation of Per Share Earnings (1)
            21          Subsidiaries of the registrant (1)
            23*         Consent of Independent Certified Public Accountants
            27          Financial Data Schedule (1)
            99*         TMANglobal.com, Inc. Pro Forma Combined Financial
                        Statements

- --------------
*        Filed herewith.
(1)      Previously included as an exhibit to the Registrant's Form 10-SB filed
         October 13, 1999, and incorporated herein by reference.


                                       24



<PAGE>





                              TMANGLOBAL.COM, INC.

                              FINANCIAL STATEMENTS

                           SEPTEMBER 30, 1998 AND 1997

<PAGE>

                                TABLE OF CONTENTS
                                -----------------



<TABLE>
<CAPTION>
<S>                                                                                                   <C>
Independent Auditor's Report.............................................................................1

Financial Statements:

   Balance Sheets as of September 30, 1998 and 1997, and
       Unaudited at June 30, 1999 and 1998...............................................................2

   Statements of Operations for the Years Ended September 30, 1998 and 1997, and
       Unaudited for the Nine Months Ended June 30, 1999 and 1998 .......................................3

   Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended
       September 30, 1998 and 1997, and Unaudited for the Nine Months
       Ended June 30, 1999 and 1998......................................................................4

   Statements of Cash Flows for the Years Ended September 30, 1998 and 1997, and
       Unaudited for the Nine Months Ended June 30, 1999 and 1998........................................5

Notes to Financial Statements.........................................................................6-13
</TABLE>
<PAGE>

                            DASZKAL, BOLTON & MANELA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ----------------------------
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

     2401 N.W. BOCA RATON BOULEVARD, SUITE #100 @ BOCA RATON, FLORIDA 33431
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236


JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN, CPA, P.A.


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Board of Directors and Stockholders
TMANglobal.com, Inc.
Boca Raton, Florida

We have audited the accompanying balance sheets of TMANglobal.com, Inc., as of
September 30, 1998 and 1997, and the related statements of operations, changes
in stockholders' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly, in
all material respects, the financial position of TMANglobal.com, Inc., as of
September 30, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company experienced a loss from operations
in 1998 and 1997 and had negative cash flows from operations at September 30,
1998 and 1997. These matters raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans regarding those matters are
described in Note 13. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Daszkal, Bolton, Manela, Devlin & Co., CPAs
Boca Raton, Florida
July 7, 1999

                                       F-1
<PAGE>

                              TMANGLOBAL.COM, INC.
                                 BALANCE SHEETS


                                     ASSETS
                                     ------


<TABLE>
<CAPTION>
                                                                                                  JUNE 30,
                                                                    YEARS ENDED          ----------------------------
                                                                   SEPTEMBER 30,             1999            1998
                                                           ----------------------------  -------------  -------------
                                                                1998          1997               (UNAUDITED)
                                                           -------------  -------------  ----------------------------
<S>                                                        <C>            <C>            <C>            <C>
Current assets:
   Cash                                                    $          -   $      1,012   $    185,825   $        499
   Accounts receivable                                                -              -         42,730              -
   Prepaid and other assets                                           -              -         28,255              -
                                                           -------------  -------------  -------------  -------------
          Total current assets                                        -          1,012        256,810            499
                                                           -------------  -------------  -------------  -------------

Property and equipment, net                                           -              -         35,120              -
                                                           -------------  -------------  -------------  -------------

Other assets:
   Goodwill, net                                                      -              -      2,674,833              -
   Client list, net                                                   -              -         70,000              -
                                                           -------------  -------------  -------------  -------------
          Total other assets                                          -              -      2,744,833              -
                                                           -------------  -------------  -------------  -------------

          Total assets                                     $          -   $      1,012   $  3,036,763   $        499
                                                           =============  =============  =============  =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current liabilities:
   Accounts payable                                        $          -   $          -   $     60,382   $          -
   Accrued expenses                                                   -              -          1,541              -
   Due to stockholders                                            8,097          8,097          8,062          8,097
   Due to affiliate                                               1,000          1,000              -          1,000
   Checks outstanding in excess of bank balances                     15              -         29,140              -
   Current maturities of long-term debt                               -              -         75,422              -
                                                           -------------  -------------  -------------  -------------
          Total current liabilities                               9,112          9,097        174,547          9,097
                                                           -------------  -------------  -------------  -------------

Long-term debt                                                        -              -         36,572              -
                                                           -------------  -------------  -------------  -------------

          Total liabilities                                       9,112          9,097        211,119          9,097
                                                           -------------  -------------  -------------  -------------

Stockholders' equity (deficit):
   Common stock, $0.0001 par value; authorized
      20,000,000 shares: issued and outstanding -
      3,000,000 shares and 5,940,000 shares                         300            300            594            300
   Subscriptions receivable                                           -              -         (1,500)             0
   Additional paid-in capital                                      (200)          (200)     3,238,421           (200)
   Accumulated deficit                                           (9,212)        (8,185)      (411,871)        (8,698)
                                                           -------------  -------------  -------------  -------------
          Total stockholders' equity (deficit)                   (9,112)        (8,085)     2,825,644         (8,598)
                                                           -------------  -------------  -------------  -------------

          Total liabilities and stockholders' equity       $          -   $      1,012   $  3,036,763   $        499
                                                           =============  =============  =============  =============
</TABLE>

                 See accompanying notes to financial statements.

                                       F-2
<PAGE>

                              TMANGLOBAL.COM, INC.
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                               NINE MONTHS ENDED
                                                                                                   JUNE 30,
                                                                    YEARS ENDED          ----------------------------
                                                                   SEPTEMBER 30,              1999           1998
                                                           ----------------------------  -------------  -------------
                                                                1998           1997              (UNAUDITED)
                                                           -------------  -------------  ----------------------------

<S>                                                        <C>            <C>            <C>            <C>
Revenues earned                                            $          -   $          -   $    655,592   $          -

Costs of revenues earned                                              -              -        460,769              -
                                                           -------------  -------------  -------------  -------------

Gross profit                                                          -              -        194,823              -

Selling, general and administrative
  expenses                                                        1,027          8,323        597,482            513
                                                           -------------  -------------  -------------  -------------

Net loss                                                   $     (1,027)  $     (8,323)  $   (402,659)  $       (513)
                                                           -------------  -------------  -------------  -------------

Net loss per share (basic & diluted)                       $          -   $          -   $      (0.07)  $          -
                                                           =============  =============  =============  =============

Weighted average common shares
  outstanding                                                 3,000,000      3,000,000      5,799,230      3,000,000
                                                           =============  =============  =============  =============
</TABLE>

                 See accompanying notes to financial statements.

                                       F-3
<PAGE>

                              TMANGLOBAL.COM, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                                           ADDITIONAL
                                                NUMBER         COMMON        PAID-IN     SUBSCRIPTION    ACCUMULATED
                                               OF SHARES       STOCK         CAPITAL      RECEIVABLE      (DEFICIT)        TOTAL
                                            -------------  -------------  -------------  -------------  -------------  -------------


<S>                                            <C>         <C>            <C>            <C>            <C>            <C>
Balance, October 1, 1996                       3,000,000   $        300   $       (200)  $          -   $        138   $        238

Net loss - September 30, 1997                          -              -              -              -         (8,323)        (8,323)
                                            -------------  -------------  -------------  -------------  -------------  -------------

Balance (deficit), September 30, 1997          3,000,000            300           (200)             -         (8,185)        (8,085)

Net loss - September 30, 1998                          -              -              -              -        (1 ,027)        (1,027)
                                            -------------  -------------  -------------  -------------  -------------  -------------

Balance (deficit), September 30, 1998          3,000,000            300           (200)             -         (9,212)        (9,112)

Unaudited:
Acquisition of assets of FSGI
Corporation                                    2,542,833            254      2,876,871        (50,000)             -      2,827,125

Issuance of stock                                440,987             44        330,246              -              -        330,290

Issuance of stock for services                    52,000              5         81,495         (1,500)             -         80,000

Retirement of common stock                       (97,266)            (9)       (49,991)        50,000              -              -

Net loss - June 30, 1999                               -              -              -              -       (402,659)      (402,659)
                                            -------------  -------------  -------------  -------------  -------------  -------------

Balance, June 30, 1999 (Unaudited)             5,938,554   $        594   $  3,238,421   $     (1,500)  $   (411,871)  $  2,825,644
                                            =============  =============  =============  =============  =============  =============
</TABLE>

                 See accompanying notes to financial statements.

                                       F-4
<PAGE>

                              TMANGLOBAL.COM, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                               NINE MONTHS ENDED
                                                                                                   JUNE 30,
                                                                    YEARS ENDED          ----------------------------
                                                                   SEPTEMBER 30,              1999           1998
                                                           ----------------------------  -------------  -------------
                                                                1998           1997              (UNAUDITED)
                                                           -------------  -------------  ----------------------------
<S>                                                        <C>            <C>            <C>            <C>
Cash flows from operating activities:

  Net (loss)                                               $     (1,027)  $     (8,323)  $   (402,659)  $       (513)
     Adjustments to reconcile net loss to cash
       provided (used) by operating activities:
          Depreciation                                                -              -          5,530              -
          Amortization                                                -              -        100,236              -
          Common stock issued for services                            -              -         81,500              -
     Changes in assets and liabilities, net of
       effects of acquisitions:
     (Increase) decrease in:
          Cash acquired                                               -              -         (2,437)             -
          Accounts receivable                                         -              -         15,821              -
          Subscriptions receivable                                    -              -         50,000              -
          Prepaid and other assets                                    -              -        (14,780)             -
     Increase (decrease) in:
          Accounts payable                                            -              -         (3,779)             -
          Accrued expenses                                            -              -        (33,723)             -
          Due to stockholder                                          -          8,097            (35)             -
          Due to affiliates                                           -          1,000         (1,000)             -
                                                           -------------  -------------  -------------  -------------

                    Net cash provided (used) by
                     operating activities                        (1,027)           774       (205,326)          (513)
                                                           -------------  -------------  -------------  -------------

Cash flows from investing activities:
  Purchase of property and equipment                                  -              -         (1,883)             -
                                                           -------------  -------------  -------------  -------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                              -              -        330,290              -
  Subscriptions receivable                                                                     (1,500)
  Increase in long-term debt                                          -              -         47,375              -
  Payments on long-term debt                                          -              -        (12,256)             -
  Checks outstanding in excess of bank balance                       15              -         29,125              -
                                                           -------------  -------------  -------------  -------------

                    Net cash provided by financing
                     activities                                      15              -        393,034              -
                                                           -------------  -------------  -------------  -------------

Net increase (decrease) in cash                                  (1,012)           774        185,825           (513)

Cash at beginning of period                                       1,012            238              -          1,012
                                                           -------------  -------------  -------------  -------------

Cash at end of period                                      $          -   $      1,012   $    185,825   $        499
                                                           =============  =============  =============  =============

Additional cash payment information:
  Interest paid                                            $          -   $          -   $      5,092   $          -
                                                           =============  =============  =============  =============
  Income taxes                                             $          -   $          -   $          -   $          -
                                                           =============  =============  =============  =============

Non cash transactions affecting investing and
 financing activities:
      Common stock issued for acquisition                             -              -      2,542,833              -
                                                           =============  =============  =============  =============
      Common stock issued for services                                -              -         52,000              -
                                                           =============  =============  =============  =============
</TABLE>

                 See accompanying notes to financial statements.

                                       F-5

<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

TMANglobal.com, Inc., ("the Company") was formed on December 21, 1998, resulting
from a merger between The Martial Arts Network On-line, Inc. (a development
stage company), (TMANO) and FSGI Corporation (FSGI). TMANglobal.com, Inc., is
located at Universal Studios in Orlando, Florida.

TMANO was incorporated on May 23, 1996, in the State of Florida as the Martial
Arts Network, Inc. The Company then underwent a name change to TMANO on June 1,
1997. From its inception, TMANO was in the development stage and engaged
primarily in the business of developing its on-line web site. Consequently,
TMANO has had no significant revenue and has been dependent upon the receipt of
capital investment or other financing to fund its continuing operations.

FSGI was incorporated on May 15, 1997, in the State of Florida. FSGI through its
wholly owned subsidiary Financial Standards Group, Inc., provides auditing and
accounting services to assist credit unions and their supervisory committees in
performing comprehensive internal and regulatory compliance audits in
satisfaction of their statutory requirements. Financial Standards Group, Inc.,
has offices in Georgia, Florida, Kentucky, Michigan, Mississippi, Louisiana,
California, and Hawaii.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents
- -------------------------

For purposes of the statement of cash flows, the Company considers all cash and
other demand deposits to be cash and cash equivalents. As of September 30, 1998
and 1997, the Company had no cash equivalents.

Property and Equipment
- ----------------------

Property and equipment are stated at cost and are being depreciated using the
straight-line and accelerated methods over the estimated useful lives of two to
seven years. Leasehold improvements are stated at cost and are being amortized
over the lesser of the term of the lease or the estimated useful life of the
asset. Amortization is included in depreciation expense.

Revenue Recognition
- -------------------

The Company markets its products to men and women with interest in the martial
arts. Revenue is recognized when the products are shipped by the manufacturer.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

                                       F-6
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Unaudited Interim Information
- -----------------------------

The information presented as of June 30, 1999 and 1998, and for the nine month
period ended June 30, 1999 and 1998, has not been audited. In the opinion of
management, the unaudited interim financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
Company's financial position as of June 30, 1999 and 1998, and the results of
its operations and its cash flows for the nine months ended June 30, 1999 and
1998, and the stockholders equity for the nine months ended June 30, 1999.

Principles of Consolidation (Unaudited)
- ---------------------------------------

The consolidated financial statements include the accounts of TMANglobal.com,
Inc. and its wholly-owned subsidiary, Financial Standards Group, Inc., at June
30, 1999. All intercompany accounts and transactions have been eliminated in
consolidation.

The financial statements as presented, reflect the reverse merger of the Martial
Arts Network On-Line, Inc., for the nine months ended June 30, 1999, and FSGI
Corporation, from the date of acquisition, December 31, 1998 to June 30, 1999.
See Note 3 for a schedule of the operating results for the period ended June 30,
1999 for each individual company.

Advertising (Unaudited)
- -----------------------

Advertising costs are expensed when incurred. The advertising cost incurred for
the period ended June 30, 1999, was $26,718.

Amortization of Goodwill (Unaudited)
- ------------------------------------

Goodwill represents the amount of which the purchase price of businesses
acquired exceeds the fair market value of the net assets acquired under the
purchase method of accounting.

The excess of the fair value of the net assets of FSGI Corporation acquired by
the reverse merger was $2,767,069 and was recorded as goodwill. Goodwill is
being amortized on a straight-line method over 15 years. The accumulated
amortization of the excess fair value of net assets of the Company acquired over
cost is $92,236 at June 30, 1999.

NOTE 3 - ACQUISITIONS (UNAUDITED)

On December 21, 1998, FSGI Corporation acquired all of the outstanding common
stock of TMAN Online, for accounting purposes the transaction was effective on
January 1, 1999. As consideration, FSGI Corporation issued an aggregate of three
million shares of common stock and an option to purchase up to one million
additional shares at a purchase price of $1.00 per share. The Martial Arts
Network, Inc. (parent of TMANglobal.com, Inc.) now has controlling interest in
the new corporation formed. For accounting purposes, the acquisition has been
treated as an acquisition of FSGI Corporation by TMAN Online, Inc. and as a
recapitalization of TMAN Online, Inc. The historical financial statements prior
to December 21, 1998 are those of TMAN Online, Inc. Subsequent to the
acquisition, the Company changed its name to TMANglobal.com, Inc.

                                       F-7
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - ACQUISITIONS (UNAUDITED) (CONTINUED)

The acquisition was recorded using the purchase method of accounting. The
results of operations since the date of acquisition, January 1, 1999, for
accounting purposes, are included in the consolidated statements of operations
at June 30, 1999. Goodwill of $2,767,069 was recorded in this transaction and is
being amortized over 15 years using the straight line method.

The following is a summary of the results of operations of the separate
companies from the date of acquisition to June 30, 1999:

                                                                          FSGI
                                                                          ----
                                                 TMANGLOBAL.COM     CORPORATION
                                                 --------------   --------------
                     Net Sales                   $       6,235    $     649,357
                                                 --------------   --------------

                     Net (loss)                  $    (273,617)   $    (129,042)
                                                 ==============   ==============



The following summarizes the fair value of the assets acquired and liabilities
assumed of FSGI Corporation:


                 Cash                            $      (2,437)
                 Accounts receivable                    58,551
                 Subscriptions receivable               50,000
                 Prepaid expenses                       13,475
                 Property and equipment                 38,767
                 Client list                            78,000
                 Accounts payable                      (64,161)
                 Accrued expenses                      (35,264)
                 Notes payable                         (76,875)
                                                 --------------

                     Net assets                  $      60,056
                                                 ==============

NOTE 4 - PROPERTY AND EQUIPMENT (UNAUDITED)

The Company acquired computer equipment as part of the reverse merger with FSGI
Corporation December 21, 1998. The Company's property and equipment consisted of
the following at June 30, 1999:


                 Computer equipment              $      40,650
                 Less: accumulated depreciation         (5,530)
                                                 --------------

                   Total property and equipment  $      35,120
                                                 ==============

Depreciation expense for the period ended June 30, 1999 was $5,530.

                                       F-8
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT (UNAUDITED)

The Company assumed various notes on December 21, 1998 as part of the
acquisition. FSGI Corporation's long-term debt consists of the following at June
30, 1999:

<TABLE>
<CAPTION>
     <S>                                                                                 <C>
     Various notes payable for insurance with varying terms and
     maturities.   Interest rates range from 11% to 17%.                                 $     11,148

     Note payable, interest payable at prime plus 1%, (8.75% at June
     30, 1999) paid semi-annually, with principal due May 2002,
     unsecured.                                                                                36,572

     Note payable, monthly payments of $2,335, including interest at
     11.05%, due May 2000, collateralized by Company assets.                                   24,274

     Line of credit, with a bank providing borrowings for up to
     $50,000 at prime plus 2% (9.75% at June 30, 1999),
     collateralized by Company assets.                                                         40,000
                                                                                         -------------
                   Total                                                                      111,994
                   Less: current portion                                                      (75,422)
                                                                                         -------------
                         Total long term debt                                            $     36,572
                                                                                         =============
</TABLE>


Maturities of long-term debt at June 30, are as follows:


                        2000                       $      75,422
                        2001                                   -
                        2002                              36,572
                                                   --------------

                        Total                      $     111,994
                                                   ==============

NOTE 6 - OPERATING LEASES (UNAUDITED)

The Company leases its facilities in Florida under an operating lease with a
term of four years payable in monthly installments. Other operating leases
include automobiles and equipment. Total lease expense for the period ended June
30, 1999 was $23,298.

Future minimum lease payments for the period ended June 30 are as follows:


                        2000                       $      27,316
                        2001                              17,551
                        2002                               2,676
                                                   --------------

         Total future minimum lease payments       $      47,543
                                                   ==============

                                       F-9
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - ACQUISITION OF CLIENT LIST (UNAUDITED)

On November 13, 1998, FSGI Corporation acquired the right to service the credit
union clients of Bonnie Davis P.C. As consideration, the Company will issue
40,000 shares of restricted common stock with an agreed upon market value of
$80,000. If the total market value at the twelve month and twenty four month
anniversary dates is less than $2.00 per share, the Company will issue
additional shares valued at the difference between the market price and the
guaranteed amount.

Further, should the gross revenue for the twelve month period ended November 13,
1999, not equal or exceed 80% of the purchase price ($64,000), then the share
adjustments referred to earlier would not apply.

The accumulated amortization of the client list at June 30, 1999 was $8,000.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation
- ----------

The Company is currently engaged in litigation in connection with the claim of a
former employee for monetary amounts with respect to her return of 100,000
shares of common stock.

Additionally, the Company is a party to legal proceedings with TWT, Inc., former
parent of FSG, Inc., in connection with TWT, Inc.'s bankruptcy. A $50,000 note
payable was recorded in relation to the transfer of TWT's common stock in FSG to
three officers. The balance on the note as of June 30, 1999, is $36,572 (See
Note 5).

In the opinion of management, these proceedings are not expected to have a
material impact on its financial position or results of operations. However,
there can be no assurance that the outcome of the litigations will be favorable
to the Company. If the outcome of the litigations is not favorable, such outcome
could have a material adverse effect on the financial condition of the Company.

NOTE 9 - STOCKHOLDERS' EQUITY (UNAUDITED)

In December 1998, as a result of the reverse merger, The Martial Arts Network,
Inc. (TMAN), was issued three million of the common shares of FSGI Corporation,
which resulted in TMAN obtaining the controlling interest in FSGI Corporation.

Common Stock Issued for Cash
- ----------------------------

The Company issued 440,987 shares of common stock during the nine months ended
June 30, 1999. The total amount obtained from the issuance of these common
shares was $330,290. The Company also retired 97,266 shares of common stock
during the same period.

                                      F-10
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10 - RELATED PARTY TRANSACTIONS

At September 30, 1998, the Company had an outstanding payable to the
stockholders in the amount of $8,097. The transactions involving the
stockholders/officers are summarized below:


               Balance at October 1, 1997                         $           -
               Advances from stockholders                                 8,097
                                                                  --------------
               Balance at September 30, 1997                              8,097
               Advances from stockholders                                     -
                                                                  --------------
               Balance at September 30, 1998                      $       8,097
                                                                  ==============

Also, the Company subleases office space for its customer service and storage
facility from the President and Director of TMANglobal.com. The annual rent
expense is $12,000.

NOTE 11 - INCOME TAXES (UNAUDITED)

As of June 30, 1999, TMANglobal.com, Inc. had an unused net operating loss carry
forward of $411,871 available for use on its future corporate federal income tax
returns. This amount includes the net operating losses of TMANO, from the date
of inception, and the net operating losses of its subsidiary, FSGI Corporation
since the date of acquisition, January 1, 1999. The Company's evaluation of the
tax benefit of its net operating loss carry forward is presented in the
following table. The tax amounts have been calculated using the 34% tax rate.


               Deferred tax asset:
                 Tax benefit of net operation loss                $     140,036
                 Less: valuation allowance                             (140,036)
                                                                  --------------
               Deferred tax asset                                 $           -
                                                                  ==============

In addition to the above, FSGI Corporation has $460,522 of unused loss carry
forwards which can be used to offset FSGI Corporation's future taxable income.
The deferred tax amount of $156,577 has been offset by the valuation allowance
of $156,577. The loss carry forwards expire from 2012 to 2014.

Temporary differences between the financial statement carrying amount and tax
basis of assets and liabilities did not give rise to significant portions of
deferred taxes.

The Company's unused net operating loss carryover as of June 30, 1999 is
summarized below:


          YEAR LOSS ORIGINATED                    YEAR EXPIRING        AMOUNT
          --------------------                   --------------   --------------

          September 30, 1997                               2012   $       8,185
          September 30, 1998                               2013           1,027
          June 30, 1999                                    2014         402,659
                                                                  --------------
               Total Available Net Operating Loss                 $     411,871
                                                                  ==============

                                      F-11
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 12 - EMPLOYEE STOCK OPTIONS (UNAUDITED)

As of June 30, 1999, options to purchase 4,350,000 shares of the Company's
common stock at an average price per share of $0.99 have been granted to certain
of the Company's officers and key employees.

The Company has elected to account for the stock options under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations. Accordingly, no compensation expense has been
recognized on the stock options.

Had compensation expense for the stock option plan been determined based on the
fair value of the options at the grant date consistent with the methodology
prescribed under Statement of Financial Standards No. 123, "Accounting for Stock
Based Compensation", the Company's net income for the three months ended June
30, 1999 would have been decreased by approximately $1,820,000. The fair value
of each option is estimated on the date of grant using the fair market option
pricing model with the assumption:


     Risk-free interest rate                                  5%
     Expected life (years)                                  1.5
     Expected volatility                                  2,001
     Expected dividends                                    None

A summary of options during the years ended June 30, 1999 is shown below:


<TABLE>
<CAPTION>

                                                      NUMBER      WEIGHTED-AVERAGE
                                                     OF SHARES    EXERCISE PRICE
                                                  --------------  --------------
<S>                                               <C>             <C>
     Outstanding at December 31, 1998                 1,350,000   $        0.96
       (grants at date of acquisition)
     Granted to the management of TMAN                3,000,000            1.00
     Exercised                                                -               -
     Forfeited                                                -               -
                                                  --------------  --------------

     Outstanding at June 30, 1999                     4,350,000   $        0.99
                                                  ==============  ==============

     Exercisable at June 30, 1999                     4,350,000
                                                  ==============

     Available for issuance at June 30, 1999         17,457,167
                                                  ==============
</TABLE>

NOTE 13 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS

As shown in the accompanying financial statements, the Company incurred a net
loss of $402,659 during the nine months year ended June 30, 1999. The ability of
the Company to continue as a going concern is dependent on returning to
profitable operations and obtaining additional capital and financing. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

                                      F-12
<PAGE>

                              TMANGLOBAL.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 13 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS
  (CONTINUED)

The Company plans on raising additional capital through private placement
offerings of common stock, which during the period from January 1, 1999, through
June 30, 1999, have raised approximately $330,290. Management believes these
actions will provide the necessary capital and cash requirements to ensure the
Company's ability to continue as a going concern.

No estimate has been made should managements' plan be unsuccessful.


NOTE 14 - INDUSTRY SEGMENT INFORMATION

The Company currently operates primarily in two industry segments:

          INDUSTRY SEGMENTS                  JUNE 30, 1999
          -----------------                  -------------
          REVENUES:
          E-Commerce                         $      6,235
          Accounting Services                     649,357
                                             -------------
          Total                              $    655,592
                                             =============

          INCOME (LOSS) FROM OPERATIONS:
          E-Commerce                         $   (273,617)
          Accounting Services                    (129,042)
                                             -------------
          Total                              $   (402,659)
                                             =============

          IDENTIFIABLE ASSETS:
          E-Commerce                         $    194,009
          Accounting Services                   2,842,754
                                             -------------
          Total                              $  3,036,763
                                             =============

          CAPITAL EXPENDITURES:
          E-Commerce                         $      1,883
          Accounting Services                           -
                                             -------------
          Total                              $      1,883
                                             =============

          DEPRECIATION AND AMORTIZATION:
          E-Commerce                         $    105,766
          Accounting Services                           -
                                             -------------
          Total                              $    105,766
                                             =============


                                      F-13


<PAGE>










                         FSGI CORPORATION AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                        YEAR ENDED SEPTEMBER 30, 1998 AND

                      THREE MONTHS ENDED DECEMBER 31, 1998




<PAGE>








                                TABLE OF CONTENTS
                                -----------------






Independent Auditor's Report................................................   1

Financial Statements:

   Consolidated Balance Sheets.............................................. 2-3

   Consolidated Statements of Operations....................................   4

   Consolidated Statements of Changes in Stockholders' Equity (Deficit).....   5

   Consolidated Statements of Cash Flows....................................   6

Notes to Financial Statements...............................................7-12






<PAGE>

                            DASZKAL, BOLTON & MANELA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ----------------------------
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

     2401 N.W. BOCA RATON BOULEVARD, SUITE #100 @ BOCA RATON, FLORIDA 33431
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236




JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN, CPA, P.A.


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To The Board of Directors and Stockholders
FSGI Corporation and subsidiary


We have audited the accompanying consolidated balance sheets of FSGI Corporation
and subsidiary as of September 30, 1998, and December 31, 1998, the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash flows for the year and three months then ended. These consolidated
financial statements are the responsibility of the management of FSGI
Corporation and subsidiary. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated 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 include assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of FSGI Corporation and
subsidiary as of September 30, 1998 and December 31, 1998, and the results of
its operations and its cash flows for the year and three months then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company experienced a loss from operations
in 1998 and had negative cash flows from operations for the periods ended
September 30, 1998 and December 31, 1998. These matters raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
regarding those matters are described in Note 13. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

                                 /s/ Daszkal, Bolton, Manela, Devlin & Co., CPAs
Boca Raton, Florida
June 24, 1999

                                       -1-
<PAGE>
<TABLE>

                                          FSGI CORPORATION AND SUBSIDIARY
                                            CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                      ASSETS
                                                      ------



                                                                           SEPTEMBER 30,             DECEMBER 31,
                                                                               1998                      1998
                                                                           -------------             ------------
<S>                                                                        <C>                       <C>
Current assets:
   Cash                                                                    $     52,025              $     6,369
   Accounts receivable                                                           65,009                   58,551
   Subscription receivable                                                            -                   50,000
   Prepaid and other assets                                                      18,966                   13,476
                                                                           -------------             ------------
            Total current assets                                                136,000                  128,396
                                                                           -------------             ------------

Property and equipment, net                                                       1,279                    4,524
                                                                           -------------             ------------

Other assets:
   Client list, net                                                                   -                   78,000
                                                                           -------------             ------------

            Total assets                                                   $    137,279              $   210,920
                                                                           =============             ============

</TABLE>



           See accompanying notes to consolidated financial statements

                                       -2-
<PAGE>
<TABLE>

                                          FSGI CORPORATION AND SUBSIDIARY
                                            CONSOLIDATED BALANCE SHEETS


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                  ----------------------------------------------

<CAPTION>


                                                                           SEPTEMBER 30,             DECEMBER 31,
                                                                               1998                      1998
                                                                           -------------             ------------
<S>                                                                        <C>                       <C>
Current liabilities:
   Accounts payable                                                        $     69,370              $    64,162
   Accrued expenses                                                              23,647                   35,264
   Checks outstanding in excess of bank balances                                      -                    8,806
   Current maturities of long-term debt                                          30,129                   28,038
                                                                           -------------             ------------
            Total current liabilities                                           123,146                  136,270
                                                                           -------------             ------------

Excess of fair value of net assets of company
  acquired over cost                                                             22,913                   21,335
Long-term debt                                                                   55,396                   48,837
                                                                           -------------             ------------
            Total liabilities                                                   201,455                  206,442
                                                                           -------------             ------------

Stockholders' equity (deficit):
   Preferred stock, $0.001 par value; authorized
      2,000,000; -0- shares issued and outstanding                                    -                        -
   Common stock, $0.0001 par value; 20,000,000 shares
     authorized; 1,989,000 shares issued and outstanding,
     September 30, 1998 and 2,542,833 issued and
     outstanding, December 31, 1998                                                 199                      254
   Additional paid-in capital                                                   334,801                  514,746
   Subscriptions receivable                                                           -                  (50,000)
   Accumulated deficit                                                         (399,176)                (460,522)
                                                                           -------------             ------------
            Total stockholders' equity (deficit)                                (64,176)                   4,478
                                                                           -------------             ------------

            Total liabilities and stockholders' equity (deficit)           $    137,279              $   210,920
                                                                           =============             ============

</TABLE>


           See accompanying notes to consolidated financial statements

                                       -3-
<PAGE>
<TABLE>

                                          FSGI CORPORATION AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                                              YEAR ENDED               THREE MONTHS ENDED
                                                                             SEPTEMBER 30,                DECEMBER 31,
                                                                                 1998                         1998
                                                                             -------------                -------------
<S>                                                                          <C>                          <C>
Revenues earned                                                              $  1,311,979                 $    358,327

Costs of revenues earned                                                          916,796                      211,203
                                                                             -------------                -------------

Gross profit                                                                      395,183                      147,124
                                                                             -------------                -------------

Selling, general and administrative expenses                                      598,210                      165,479
                                                                             -------------                -------------

Loss from operations                                                             (203,027)                     (18,355)

Other income (expense):
  Bad debts                                                                       (68,586)                     (43,232)
  Amortization of excess of fair value of net
      assets of company acquired over cost                                          6,317                        1,578
  Interest income                                                                   3,499                          195
  Interest expense                                                                 (2,522)                      (1,532)
                                                                             -------------                -------------
             Total other income (expense)                                         (61,292)                     (42,991)
                                                                             -------------                -------------

Net loss                                                                     $   (264,319)                $    (61,346)
                                                                             =============                =============

Net loss per share (basic and diluted)                                       $      (0.26)                $      (0.03)
                                                                             =============                =============

Weighted average common shares outstanding                                      1,011,421                    2,245,179
                                                                             =============                =============

</TABLE>


           See accompanying notes to consolidated financial statements

                                       -4-
<PAGE>
<TABLE>

                                          FSGI CORPORATION AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<CAPTION>

                                                                           ADDITIONAL
                                                     NUMBER OF    COMMON     PAID-IN   SUBSCRIPTIONS ACCUMULATED
                                                      SHARES      STOCK      CAPITAL    RECEIVABLE    (DEFICIT)     TOTAL
                                                   ----------- ----------- ----------- ------------- ----------- -----------
<S>                                                 <C>        <C>         <C>         <C>           <C>          <C>
Balance, October 1, 1997 as previously reported         1,000  $        -  $        0  $          -  $ (134,857)  $(134,857)

751 for one stock split                               751,000          75         (75)            -           -           -
                                                   ----------- ----------- ----------- ------------- ----------- -----------

Balance, October 1, 1997                              752,000          75         (75)            -    (134,857)   (134,857)

Conversion of note payable to common shares           500,000          50      49,950             -           -      50,000

Issuance of stock                                     737,000          74     503,676             -           -     503,750

Stock issuance costs                                        -           -    (218,750)            -           -    (218,750)

Net loss - September 30, 1998                               -           -           -             -    (264,319)   (264,319)
                                                   ----------- ----------- ----------- ------------- ----------- -----------

Balance, September 30, 1998                         1,989,000         199     334,801             -    (399,176)    (64,176)

40,000 shares to be issued for purchase of asset            -           -      80,000             -           -      80,000

Subscriptions receivable                               66,666           7      49,993       (50,000)          -           -

Issuance of stock                                     487,166          48     190,952             -           -     191,000

Stock issuance costs                                        -           -    (141,000)            -           -    (141,000)

Net loss - December 31, 1998                                -           -           -             -     (61,346)    (61,346)
                                                   ----------- ----------- ----------- ------------- ----------- -----------

Balance, December 31, 1998                          2,542,833  $      254  $  514,746  $    (50,000) $ (460,522) $    4,478
                                                   =========== =========== =========== ============= =========== ===========
</TABLE>


           See accompanying notes to consolidated financial statements

                                       -5-
<PAGE>
<TABLE>

                                             FSGI CORPORATION AND SUBSIDIARY
                                           CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>

                                                                              YEAR ENDED            THREE MONTHS ENDED
                                                                             SEPTEMBER 30,             DECEMBER 31,
                                                                                 1998                      1998
                                                                             -------------             -------------
<S>                                                                          <C>                          <C>
Cash flows from operating activities:
  Net (loss)                                                                 $   (264,319)             $    (61,346)
      Depreciation and amortization                                                     -                      2072
      Amortization of excess of fair value of net
        assets of company acquired over cost                                       (6,317)                   (1,578)
  (Increase) decrease in:
      Accounts receivables                                                        (28,227)                    6,458
      Prepaid and other assets                                                     (2,640)                    5,490
  Increase (decrease) in:
      Accounts payable                                                                963                    (5,208)
      Accrued expenses                                                            (33,409)                   11,617
      Checks outstanding in excess of bank balance                                      -                     8,806
                                                                             -------------             -------------
             Net cash (used) by operating activities                             (333,949)                  (33,689)
                                                                             -------------             -------------

Cash flows from investing activities:
  Purchase of property and equipment                                               (1,279)                   (3,317)
                                                                             -------------             -------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                          335,000                         -
  Increase in long-term debt                                                       59,245                         -
  Payments on long-term debt                                                      (23,720)                   (8,650)
                                                                             -------------             -------------
             Net cash provided (used) by financing activities                     370,525                    (8,650)
                                                                             -------------             -------------

Net increase (decrease) in cash                                                    35,297                   (45,656)

Cash at beginning of period                                                        16,728                    52,025
                                                                             -------------             -------------

Cash at end of period                                                        $     52,025              $      6,369
                                                                             =============             =============

Additional cash payment information:
  Interest paid                                                              $      2,522              $      1,532
                                                                             =============             =============
  Income taxes                                                               $          -              $          -
                                                                             =============             =============

Non cash transactions affecting investing and
    financing activities:
  Conversion of note payable to common stock                                 $     50,000              $          -
                                                                             =============             =============
  Purchase of client list for common stock                                   $          -              $     80,000
                                                                             =============             =============
  Stock issued for services                                                  $          -              $    141,000
                                                                             =============             =============
  Stock issuance costs                                                       $          -              $   (141,900)
                                                                             =============             =============
  Stock issued for receivable                                                $          -              $    100,000
                                                                             =============             =============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       -6-
<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

FSGI Corporation (the "Company") was incorporated on May 15, 1997, in the State
of Florida. The Company through its wholly owned subsidiary, Financial Standards
Group, Inc., provides auditing and accounting services to assist credit unions
and their supervisory committees in performing comprehensive internal and
regulatory compliance audits in satisfaction of their statutory requirements.
Financial Standards Group, Inc., has offices in Georgia, Florida, Kentucky,
Michigan, Mississippi, Louisiana, California, and Hawaii.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents
- -------------------------

For purposes of the statement of cash flows, the Company considers all cash and
other demand deposits to be cash and cash equivalents. As of September 30, 1998,
and December 31, 1998, the Company had no cash equivalents.

Property and Equipment
- ----------------------

Property and equipment are stated at cost and are being depreciated using the
straight-line and accelerated methods over the estimated useful lives of two to
seven years. Leasehold improvements are stated at cost and are being amortized
over the lesser of the term of the lease or the estimated useful life of the
asset.

Revenue Recognition
- -------------------

Revenue is recognized as earned as services are performed.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Principles of Consolidation
- ---------------------------

The consolidated financial statements include the accounts of FSGI Corporation
at September 30, 1998, and December 31, 1998, and its wholly-owned subsidiary,
Financial Standards Group, Inc. All intercompany accounts and transactions have
been eliminated in consolidation.

Advertising
- -----------

Advertising costs are expensed when incurred. The advertising costs incurred for
the year ended September 30, 1998, was $2,592, and for the three months ended,
December 31, 1998, was $27,661.

Amortization of Negative Goodwill
- ---------------------------------

Financial Standards Group, Inc., was a wholly-owned subsidiary of TWTI, a public
company, when it was acquired by FSGI Corporation in May 1997. TWTI subsequently
went into Chapter 11. The total cost of the acquisition was $50,000 and the
transaction was accounted as a purchase. The excess of the fair value of the net
assets of Financial Standards Group, Inc., exceeded the cost by $31,600 and has
been recorded as negative goodwill.

                                       -7-
<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The excess of the fair value of net assets of the Company acquired over the
purchase price, is being amortized into income on the straight-line method over
60 months. The accumulated amortization of the excess of fair value of net
assets of the Company acquired over cost is $8,687 at September 30, 1998, and
$10,265 at December 31, 1998.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, cash equivalents, accounts receivable, loans
receivable, accounts payable and notes payable approximates fair value because
of their short maturities.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>

                                                      SEPTEMBER 30,            DECEMBER 31,
                                                          1998                     1998
                                                      -------------            ------------
    <S>                                               <C>                      <C>
    Computer equipment                                $      1,279             $     4,596
    Less: accumulated depreciation                               -                     (72)
                                                      -------------            ------------
          Total property and equipment                $      1,279             $     4,524
                                                      =============            ============
</TABLE>

Depreciation expense for the periods ended September 30, 1998, was $-0- and
December 31, 1998, was $72.

NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                                                       SEPTEMBER 30,           DECEMBER 31,
                                                                                           1998                    1998
                                                                                       -------------           ------------
<S>                                                                                    <C>                     <C>
    Note payable, monthly payments of $966, including interest at 9.6%,
    due March 1999.                                                                    $      5,547            $     2,773

    Note payable, interest payable at prime plus 1%, (8.75% at September 30, 1998,
    and December 31, 1998) paid semi-annually, with principal
    due May 2002.  Unsecured.                                                                37,572                 37,572


    Note payable, monthly payments of $2,335, including interest at 11.5%,
    due May 2000, collateralized by company assets.                                          42,406                 36,530
                                                                                       -------------           ------------
                          Total                                                              85,525                 76,875
                          Less: current portion                                             (30,129)               (28,038)
                                                                                       -------------           ------------
                                                                                       $     55,396            $    48,837
                                                                                       =============           ============
</TABLE>

                                       -8-
<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT (CONTINUED)

Maturities of long-term debt at December 31, are as follows:


                                  1999                              $   28,038
                                  2000                                  11,265
                                  2001                                       -
                                  2002                                  37,572
                                                                    -----------
                            Total                                   $   76,875
                                                                    ===========

NOTE 6 - OPERATING LEASES

The Company leases its facilities in Florida under an operating lease with a
term of four years, payable in monthly installments. Other operating leases
include automobiles and equipment.

Total lease expense amounted to $70,835 for the year ended September 30, 1998,
and $16,142 for the period ended December 31, 1998.

Future minimum lease payments for the period ended December 31, are as follows:


                                  1999                              $   46,596
                                  2000                                  22,467
                                  2001                                  17,551
                                  2002                                   2,676
                                  2003                                   1,324
                                                                    -----------
                            Total future minimum lease payments     $   90,614
                                                                    ===========

NOTE 7 - ACQUISITION OF CLIENT LIST

On November 13, 1998, the Company acquired the right to service the credit union
clients of Bonnie Davis P.C. As consideration, the Company will issue 40,000
shares of common stock with an agreed upon market value of $80,000. If the total
market value at the twelve month and twenty four month anniversary dates is less
than $2.00 per share, the Company will issue additional shares valued at the
difference between the market price and the guaranteed amount.

Further, should the gross revenue for the twelve month period ended November 13,
1999, not equal or exceed 80% of the purchase price ($64,000), then the share
adjustments referred to earlier would not apply.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation
- ----------

The Company is currently engaged in litigation in connection with the claim of a
former employee for monetary amounts with respect to her return of 100,000
shares of company stock. There can be no assurance that the outcome of the
litigation will be favorable to the Company. If the outcome of the litigation is
not favorable, such outcome could have a material adverse effect on the
financial condition of the Company.

                                       -9-
<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 9 - STOCKHOLDERS' EQUITY

In October 1997, the Board of Directors of FSGI Corporation resolved to increase
the number of authorized common stock of the corporation to 20,000,000 at a par
value of $0.0001. The outstanding common stock at that date was adjusted to
1,989,000 shares. The Company further resolved to authorize 2,000,000 shares of
preferred stock. As of September 30, 1998 and December 31, 1998, there are no
preferred shares issued and outstanding.

Common Stock Issued for Cash
- ----------------------------

The Company issued 840,833 shares of common stock during the year ended
September 30, 1998, and the three months ended December 31, 1998. The total
amount obtained from the issuance of these common shares was $385,000. In
addition, the Company issued 383,333 shares of common stock for services
relating to the issuance of the common stock. The value of these services was
approximately $50,000 and is included in the accompanying financial statement as
a reduction of additional paid-in capital.

Non-Cash Stock Transactions
- ---------------------------

The Company will issue 40,000 shares of common stock as part of the
consideration for purchase of asset, in October 1998. These shares were assigned
a value of $2.00 per share.

Subscription Receivable
- -----------------------

The Company has received subscriptions for approximately 133,333 shares of its
common stock for $100,000. Subsequent to December 31, 1998, the Company received
$50,000 in payment for 66,666 shares. In April, 1999, the Company canceled the
remaining 66,666 shares.

NOTE 10 - CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially expose the Company to concentrations of
credit risk, as defined by Statement of Financial Accounting Standards No. 105,
consist primarily of trade receivables. The Company officers have attempted to
minimize this risk by monitoring the companies for whom it provided credit
services.

NOTE 11 - EMPLOYEE STOCK OPTIONS

Options to purchase 1,350,000 shares of the Company's common stock at an average
price per share of $1.86 have been granted to certain of the Company's officers
and key employees.

The Company has elected to account for the stock options under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations. Accordingly, no compensation expense has been
recognized on the stock options.

Had compensation expense for the stock option plan been determined based on the
fair value of the options at the grant date consistent with the methodology
prescribed under Statement of Financial Standards No. 123, "Accounting for Stock
Based Compensation", the Company's net income would have been decreased by
$361,295. The fair value of each option is estimated on the date of grant using
the fair market option pricing model with the assumption:


          Risk-free interest rate                              5%
          Expected life (years)                              1.5
          Expected volatility                              2,001
          Expected dividends                                None

                                      -10-
<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 11 - EMPLOYEE STOCK OPTIONS (CONTINUED)

A summary of options during the period ended December 31, 1998 is shown below:

<TABLE>
<CAPTION>

                                                                            NUMBER          WEIGHTED-AVERAGE
                                                                           OF SHARES         EXERCISE PRICE
                                                                         -------------      ----------------

<S>                                                                        <C>                 <C>
    Outstanding at September 30, 1997                                               -          $          -
    Granted                                                                 1,350,000                   .96
    Exercised                                                                       -                     -
    Forfeited                                                                       -                     -
                                                                         -------------         -------------

    Outstanding at December 31, 1998                                        1,350,000          $        .96
                                                                         =============         =============

    Exercisable at December 31, 1998                                        1,350,000
                                                                         =============

    Available for issuance at December 31, 1998                            13,197,167
                                                                         =============
</TABLE>

NOTE 12 - INCOME TAXES

As of December 31, 1998, the Company had an unused net operating loss carry
forward of $460,522 available for use on its future corporate federal income tax
returns. The Company's evaluation of the tax benefit of its net operating loss
carry forward is presented in the following table. The tax amounts have been
calculated using the 34% tax rate.


<TABLE>
<CAPTION>
                                                               DECEMBER 31,         SEPTEMBER 30,
                                                                   1998                 1998
                                                               ------------         -------------
    <S>                                                        <C>                  <C>
    Deferred tax asset:
         Tax benefit of net operating loss                     $   156,577          $    135,720
          Less: valuation allowance                               (156,577)             (135,720)
                                                               ------------         -------------
    Deferred tax asset                                         $         -          $          -
                                                               ============         =============
</TABLE>

Temporary differences between the financial statement carrying amount and tax
basis of assets and liabilities did not give rise to significant portions of
deferred taxes.

The Company's unused net operating loss carryover as of December 31, 1998, is
summarized below:


    YEAR LOSS ORIGINATED                YEAR EXPIRING                 AMOUNT
    --------------------                -------------              -------------

    September 30, 1997                      2012                   $    134,857
    September 30, 1998                      2013                        264,319
    December 31, 1998                       2014                         61,346
                                                                   -------------

                     Total Available Net Operating Loss            $    460,522
                                                                   =============

                                      -11-
<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 13 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS

As shown in the accompanying financial statements, the Company incurred a net
loss of $264,319 during the year ended September 30, 1998, and $61,346 for the
three months ended December 31, 1998. The ability of the Company to continue as
a going concern is dependent on returning to profitable operations and obtaining
additional capital and financing. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

The Company plans on raising additional capital through private placement
offerings of common stock, which during the period from January 1, 1999, through
March 31, 1999, have raised approximately $316,565. Management believes these
actions will provide the necessary capital and cash requirements to ensure the
Company's ability to continue as a going concern.

No estimate has been made should managements' plan be unsuccessful.

NOTE 14 - ACQUISITIONS

On December 21, 1998, FSGI Corporation merged with The Martial Arts Network
Online, Inc., (TMANO) to form TMANglobal.com., Inc. As consideration, the
Company issued 3,000,000 of its common stock. The combination resulted in a
reverse merger and The Martial Arts Network, Inc. was given controlling interest
in the newly-formed corporation. The acquisition was effective January 1, 1999,
and will be recorded as a purchase and the results of operations and goodwill
will be included in the consolidated financial statements beginning with the
date of closing. For accounting purposes the Company's operations are
consolidated with TMANglobal.com, Inc., as of January 1, 1999.

                                      -12-


<PAGE>









                         FSGI CORPORATION AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                        For the Period from May 15, 1997
                               (Date of Inception)
                              to September 30, 1997




<PAGE>





                         FSGI CORPORATION AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                        For the Period from May 15, 1997
                               (Date of Inception)
                              to September 30, 1997




                                    CONTENTS

         Report of Independent Auditors.....................................2

         Financial Statements:

              Consolidated Balance Sheets...................................3

              Consolidated Statements of Operations.........................4

              Consolidated Statements of Changes in Stockholders' Equity....5

              Consolidated Statements of Cash Flows.........................6

         Notes to Consolidated Financial Statements......................7-10









                                       1

<PAGE>


To the Board of Directors
FSGI Corporation
Boca Raton, Florida

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying consolidated balance sheets of FSGI Corporation
(a Florida corporation) and Subsidiary as of September 30, 1997 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the period from May 15, 1997 (date of inception) to September 30,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free from material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of FSGI
Corporation and Subsidiary as of September 30, 1997 and the consolidated results
of its operations and its cash flows for the period from May 15, 1997 (date of
inception) to September 30, 1997 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, at September 30, 1997 the accompanying balance sheet
reflects an accumulated deficit of $134,857 and a working capital deficiency of
$55,617. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plan in regard to these matters as
described in Note 2 is to achieve profitable operations through its increased
revenue and cost cutting.


Millward & Co. CPAs
Fort Lauderdale, Florida
December 15, 1997


                                       2



<PAGE>


                         FSGI CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               September 30, 1997



                                     ASSETS

CURRENT ASSETS:
    Cash                                                         $       16,728
    Accounts receivable, net                                             36,782
    Prepaid expenses and other current assets                            16,316
                                                                 ---------------

         Total Current Assets                                            69,826
                                                                 ---------------
         Total Assets                                            $       69,826
                                                                 ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                             $       68,397
    Accrued expenses and other liabilities                               57,056
                                                                 ---------------

         Total Current Liabilities                                      125,453
                                                                 ---------------
LONG-TERM DEBT:
    Note payable                                                         50,000
                                                                 ---------------
Excess of fair value of net assets of companies
    Acquired over cost (net of amortization of $2,370)                   29,230
                                                                 ---------------


STOCKHOLDERS' EQUITY:
    Common Stock - $.0001 par value,
     1,000 shares, authorized, shares issued and outstanding                  -
    Accumulated deficit                                                (134,857)
                                                                 ---------------
                                                                       (134,857)
                                                                 ---------------
    Total Liabilities and Stockholders' Equity                   $       69,826
                                                                 ===============


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

                                       3

<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                        For the Period from May 15, 1997
                              (Date of Inception)
                             to September 30, 1997





AUDIT FEES                                                       $      483,116
                                                                 ---------------

DIRECT AUDIT EXPENSES                                                   361,229
                                                                 ---------------
GROSS PROFIT
                                                                        121,887
                                                                 ---------------
OPERATING EXPENSES:
    General and administrative                                          250,811
    Marketing                                                             8,303
                                                                 ---------------
                                                                        259,114
                                                                 ---------------
    Loss from operations                                               (137,227)
                                                                 ---------------
OTHER INCOME
    Amortization of excess of fair value of net assets
     of company acquired over cost                                        2,370
                                                                 ---------------
    Total other income                                                    2,370
                                                                 ---------------

NET LOSS                                                         $     (134,857)
                                                                 ===============










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

                                       4

<PAGE>


                         FSGI CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        For the Period from May 15, 1997
                              (Date of Inception)
                             to September 30, 1997


<TABLE>
<CAPTION>


                                            Common Stock
                                          $.0001 Par Value                                                       Total
                                  ----------------------------------     Additional          Accumulated      Stockholders
                                      Issued             Amount        Paid-in Capital         Deficit          Deficit
                                  ---------------    ---------------   ---------------     ---------------  ---------------

<S>                               <C>                <C>               <C>                 <C>              <C>
Balance, May 15, 1997                          -     $            -    $            -      $            -   $            -
 (Date of Inception)

Issuance of Common Stock                   1,000                  -                 -                   -                -

Net Loss                                       -                  -                 -            (134,857)        (134,857)
                                  ---------------    ---------------   ---------------     ---------------  ---------------

Balance,
 September 30, 1997                        1,000                  -                 -            (134,857)        (134,857)
                                  ===============    ===============   ===============     ===============  ===============
</TABLE>









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


                                       5

<PAGE>


                         FSGI CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        For the Period from May 15, 1997
                              (Date of Inception)
                             to September 30, 1997



CASH FLOWS FROM OPERATING ACTIVITIES:                                 $(134,857)
    Net Loss
    Adjustments to Reconcile Net Loss to Net Cash
      Provided by (Used in) Operating Activities:
      Amortization of Excess of Fair Value of Net Assets
         of Company Acquired over Cost                                   (2,370)

    (Increase) decrease in:
         Accounts Receivable                                             41,341
         Prepaid Expenses                                                51,060

    Increase (Decrease) in:
         Accounts Payable                                                44,196
         Accrued Expenses and Other                                         418
                                                                      ----------
    Net Cash Provided by (Used in) Operating Activities                    (212)
                                                                      ==========

    Net Increase (Decrease) in Cash and Cash Equivalents                   (212)

    Cash Received in Acquisition of Financial Standards Group, Inc.      16,940

    Cash and Cash Equivalents - Beginning of Period                           -
                                                                      ----------
    Cash and Cash Equivalents - End of Period                         $  16,728
                                                                      ==========

SUPPLEMENTAL NONCASH FINANCING AND INVESTING ACTIVITIES:
  Issuance of note payable for purchase of net assets of
   Financial Standards Group, Inc.                                    $  50,000
                                                                      ==========
SUPPLEMENTAL DISCLOSURES:
  Interest paid - cash basis                                          $     146
                                                                      ==========

As discussed in Note 3, on May 15, 1997, the Company purchased
the net assets of Financial Standards Group, Inc. for a $50,000
note payable. The following summarizes the net assets acquired:

Cash                                                                  $  16,940
Accounts receivable                                                      78,122
Prepaid expenses                                                         67,379
Accounts Payable and other liabilities                                  (80,841)
Excess of fair value of assets of Company (negative goodwill)           (31,600)

Acquired investment                                                   $  50,000
                                                                      ==========

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

                                       6

<PAGE>


                         FSGI CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
- ------------

FSGI Corporation (the Company) was incorporated under the laws of the State of
Florida on May 15, 1997. On May 15, 1997, the Company acquired all of the
outstanding stock of Financial Standards Group, Inc. ("FSG"). FSG is primarily
engaged to provide accounting services to assist credit unions and their
supervisory committees in performing comprehensive internal and regulatory
compliance audits in satisfaction of their statutory requirements. The Company
also provides various other auditing, accounting and managerial advisory
services to the credit union industry but does not perform audits of financial
statements. FSG was a subsidiary of TWTI, Inc., a public company who subsequent
to the acquisition date, went into Chapter 11.

In connection with the acquisition, the Company entered into a $50,000 note
payable. The negative goodwill resulting from this acquisition is being
amortized on the straight-line method over 60 months. The total cost of the
acquisition was $50,000 and the transaction is account for as a purchase. The
excess of the fair value of the net assets of FSG exceeded the cost by $31,600
(negative goodwill).

Principles of Consolidation
- ---------------------------

The consolidated financial statements include the accounts of FSGI Corporation
and its wholly-owned subsidiary, FSG. All intercompany accounts and transactions
have been eliminated in consolidation.

Cash and Cash Equivalents
- -------------------------

For purposes of the consolidated statements of cash flows, the Company considers
all short-term, highly liquid investments with a maturity of one year or less to
be cash equivalents. As of September 30, 1997, the Company had no cash
equivalents.

Income Taxes
- ------------

The Company uses Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes". Under the liability method specified by SFAS 109,
the deferred tax liability is determined based on the difference between the
financial statement and tax bases of assets and liabilities as measured by the
enacted tax rates which will be in effect when these differences reverse.

Revenue Recognition
- -------------------

Revenue is recognized as earned as services are performed.

Recent Pronouncements
- ---------------------

In February 1997, the FASB issued Statement No. 129, "Disclosure of Information
About Capital Structure" ("FAS 129"). Since the Company has only one class of
shares, which is adequately disclosed on the face of the balance sheet, the
adoption of FAS 129 will have no impact on the Company's financial statements.


                                       7

<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

In September 1997, the FASB issued Statement of Financial Accounting Standard
No. 130, "Reporting Comprehensive Income" ("FAS 130"). FAS 130 is effective for
financial statements of periods beginning subsequent to December 15, 1997, but
early adoption is permitted. The Company presents adequately all components of
comprehensive income in the statement of shareholders' equity.

Amortization of Negative Goodwill
- ---------------------------------

The excess of the fair value of net assets of companies acquired over the
purchase price of those companies at dates of acquisition is being amortized
into income on the straight-line method over 60 months. The current amortization
of the excess of fair value of net assets of companies acquired over cost is
$2,370 for the period May 15, 1997 (Date of Inception) to September 30, 1997.

Financial Instruments and Concentration of Credit Risks
- -------------------------------------------------------

Financial instruments which potentially subject the Company to concentrations of
credit risk are primarily cash and temporary investments and accounts
receivable. The Company invests its excess cash in back accounts with major
financial institutions and the carrying value approximates market value. The
Company has not experienced any significant losses in such accounts. The Company
believes it is not exposed to any significant credit risk or either cash or cash
equivalents or accounts receivable.

Use of Estimates
- ----------------

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE 2 - GOING CONCERN CONSIDERATION

Since inception, the Company has incurred losses and as of September 30, 1997,
has an accumulated deficit of $134,857 and a working capital deficiency of
$55,617.

The Company's plans to achieve profitable operations through cost cutting and
revenue raising, should result in a significant decrease in operating losses.

There can be no assurance that such cost cutting and revenue raising programs
will be effective all of which are necessary to meet the Company's obligations
over the next year.


                                       8

<PAGE>

                         FSGI CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997

NOTE 3 - ACQUISITION

On May 15, 1997, the Company acquired all of the assets and liabilities of
Financial Standards Group, Inc. This transaction has been accounted for as a
purchase.

The following are the net assets acquired:

    Current assets primarily cash, accounts receivable,
         prepaid expenses and deposits                             $    162,441
    Accounts payable and other liabilities                              (80,841)
    Excess of fair value of assets of Company acquired over cost        (31,600)
                                                                   -------------
                                                                   $     50,000
                                                                   =============


NOTE 4 - LONG-TERM DEBT

At September 30, 1997 long-term debt consisted of the following:

    Promissory Note Payable, Interest Payable at a rate of 1%
    above prime will accrue, starting May 15, 1998. Interest
    shall be paid semi-annually in arrears during the term
    commencing November 15, 1998. The principal and any unpaid
    interest shall be due on May 15, 2002.                         $     50,000
                                                                   -------------
                                                                         50,000
    Less Current Maturities                                                   -
                                                                   -------------

                                                                   $     50,000
                                                                   =============

At September 30, 1997, principal payments required during
the next five years and thereafter are as follows:

For the Year Ended September 30,                                       Amount
                                                                   -------------

    1998                                                           $          -
    1999                                                                      -
    2000                                                                      -
    2001                                                                      -
    2002                                                                 50,000
                                                                   -------------

                                                                   $     50,000
                                                                   =============


                                       9


<PAGE>



                         FSGI CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997

NOTE 5 - COMMITMENTS

The Company leases office locations and vehicles under leases classified as
operating leases.

Total lease expense for the period ended September 30, 1997 was $5,696.

Generally, the lease agreements for the office locations require fixed rental
payments. In addition, certain lease agreements provide for renewal options and
rental escalations at specific intervals.

At September 30, 1997 minimum annual rental commitments under non-cancelable
operating leases are as follows:

Fiscal years ending September 30,

    1998                                                           $     17,203
    1999                                                                 10,137
    2000                                                                  8,285
    2001                                                                  8,285
    2002                                                                  2,072
                                                                   -------------
                                                                   $     45,982
                                                                   =============

NOTE 6 - FINANCIAL INSTRUMENTS

The fair value of financial instruments is the amount at which the instrument
could be exchanged in a current transaction between willing parties. The
carrying amounts of cash, accounts receivable, other assets, accounts payable
and accrued expenses approximate fair value because of the short maturity of
those instruments. The fair value of long term debt - note payable approximates
the carrying value due to the nature of the interest rate by a function of the
prime rate at any given time.

NOTE 7 - INCOME TAXES

At September 30, 1997, the Company has net operating loss carryforwards of
approximately $135,000 that will expire in the year 2012. Such net operating
losses are available to offset future taxable income, if any. As the utilization
of such operating losses for tax purposes is not assured, the deferred tax asset
has been fully reserved through the recording of a 100% valuation allowance.
Should a cumulative change in the ownership of more than 50% occur within a
three-year period, there could be an annual limitation on the use of the net
operating loss carryforward.

The deferred tax asset due to the net operating loss carryforward for the period
from May 15, 1997 (date of inception) to September 30, 1997 amounted to $48,600
and has been fully reserved through the recording of the 100% valuation reserve.



                                       10

<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


Dated:   January 6, 2000                TMANGLOBAL.COM, INC.


                                        By: /S/  Tony Interdonato
                                            ------------------------------------
                                            Tony Interdonato
                                            Chairman and Chief Executive Officer




                      DASZKAL, BOLTON, MANELA, DEVLIN & CO.
                          CERTIFIED PUBLIC ACCOUNTANTS
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

       2401 N.W. BOCA RATON BOULEVARD, SUITE 100 BOCA RATON, FLORIDA 33431
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236



JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN. CPA, P.A.
MICHAEL S. KRIDEL, CPA, P.A.






               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
               --------------------------------------------------


We hereby consent to the use in this Registration Statement on Form 10-SB of
TMANglobal.com, Inc. for the years ended September 30, 1998 and 1997, of our
report dated July 7, 1999, and of FSGI Corporation and subsidiary for the year
ended September 30, 1998 and the three months ended December 31, 1998, of our
report dated June 24, 1999.



                                  /s/Daszkal, Bolton, Manela, Devlin & Co., CPAs



Boca Raton, Florida
January 7, 2000                      Daszkal, Bolton, Manela, Devlin & Co., CPAs




                              TMANGLOBAL.COM, INC.
                         PRO FORMA FINANCIAL STATEMENTS



On December 21, 1998, FSGI Corporation acquired all of the outstanding common
stock of TMAN Online. For accounting purposes, the acquisition has been treated
as an acquisition of FSGI Corporation by TMAN Online, and as a recapitalization
of TMAN Online. The historical financial statements prior to December 31, 1998,
are those of TMAN Online. TMAN Online subsequently changed its name to
TMANglobal.com, Inc.

The following Pro Forma Combined Balance Sheet of the Registrant has been
prepared by management of the Registrant based upon the balance sheets of the
Registrant as of September 30, 1998. The Pro Forma Combined Statement of
Operations was prepared based upon the statement of operations for the
Registrant for the twelve months ended September 30, 1998 and the nine months
ended June 30, 1999. The pro forma statement of operations also includes FSGI
Corporation's statement of operations for the twelve months ended September 30,
1998, and the 3 months ended December 31, 1998. The pro forma statements give
effect to the transaction under the purchase method of accounting and the
assumptions and adjustments in the accompanying notes to pro forma combined
financial statements. The pro forma combined balance sheet gives effect to the
acquisition as if it had occurred as of September 30, 1998. The pro forma
combined statement of operations for the year ended September 30, 1998, gives
effect to the acquisition as if it had occurred as of October 1, 1997. The pro
forma combined statement of operations for the nine months ended June 30, 1999,
gives effect to the acquisition as if it had occurred as of October 1, 1998.

The pro forma adjustments are based upon available information and certain
assumptions that management believes are reasonable. The pro forma combined
financial statements do not purport to represent what the combined companies'
financial position or results of operations would actually have been had the
acquisition occurred on such date or as of the beginning of the period
indicated, or to project the combined companies' financial position or results
of operations for any future period.




<PAGE>
<TABLE>

TMANGLOBAL.COM, INC.
PRO FORMA COMBINED BALANCE SHEETS
SEPTEMBER 30, 1998

<CAPTION>


                                         TMANglobal.com        FSGI Corporation                                            Pro Forma
                                       September 30, 1998     September 30, 1998          Total           Adjustments      Combined
                                    ------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>               <C>                <C>             <C>
Current assets:
Cash                                                 0                 52,025            52,025                              52,025
Accounts receivable                                  0                 65,009            65,009                              65,009
Prepaid and other assets                             0                 18,966            18,966                              18,966
                                    ------------------------------------------------------------------------------------------------
Total current assets                                 0                136,000           136,000                   0         136,000

Property and equipment, net                          0                  1,279             1,279 (a)          34,243          35,522
                                    ------------------------------------------------------------------------------------------------


Other assets:
Goodwill, net                                        0                      0                 0 (a)       2,834,124       2,834,124
                                    ------------------------------------------------------------------------------------------------
Total other assets                                   0                      0                 0           2,834,124       2,834,124

                                    ------------------------------------------------------------------------------------------------
Total assets                                         0                137,279           137,279           2,868,367       3,005,646
                                    ================================================================================================



Current liabilities:
Accounts payable                                     0                 69,370            69,370                              69,370
Accrued expenses                                     0                 23,647            23,647                              23,647
Checks outstanding in excess
  of bank balance                                   15                      0                15                                  15
Shareholder loans                                8,097                      0             8,097                               8,097
Due to affiliate                                 1,000                      0             1,000                               1,000
Current maturity of long term debt                   0                 30,129            30,129                              30,129
                                    ------------------------------------------------------------------------------------------------
Total current liabilities                        9,112                123,146           132,258                   0         132,258

Long term debt                                       0                 55,396            55,396                              55,396
Ecess of fair value of net
  assets of co. acquired                             0                 22,913            22,913 (a)         (22,913)              0
                                    ------------------------------------------------------------------------------------------------
Total liabilities                                9,112                201,455           210,567             (22,913)        187,654

Stockholders' equity (deficit):
Common stock                                       300                    199               499 (a)              55             554
Additional paid in capital                        (200)               334,801           334,601 (a)       2,492,049       2,826,650
Subsriptions receivable                              0                      0                 0                                   0
Subscriptions payable                                0                      0                 0                                   0
Accumulated deficit                             (9,212)              (399,176)         (408,388)(a)         399,176          (9,212)
                                    ------------------------------------------------------------------------------------------------
Total stockholders' equity (deficit)            (9,112)               (64,176)          (73,288)          2,891,280       2,817,992

                                    ------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity           0                137,279           137,279           2,868,367       3,005,646
                                    ================================================================================================
</TABLE>

1.   The Pro Forma Balance Sheet at September 30, 1998 is based upon the balance
     sheets of the Registrant and FSGI Corporation as of September 30, 1998.

(a)  The purchase price for the acquisition of all the common stock of FSGI
     Corporation was 2,542,833 shares at $0.75 per share and $920,000 for stock
     options for a total of $2,827,125. Goodwill of $2,834,124 was recorded.


<PAGE>
<TABLE>


TMANGLOBAL.COM, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1998

<CAPTION>


                                         TMANglobal.com        FSGI Corporation                                            Pro Forma
                                        September 30, 1998     September 30,1998          Total           Adjustments      Combined
                                    ------------------------------------------------------------------------------------------------
<S>                                             <C>                 <C>               <C>                  <C>            <C>

Revenues earned                                      0              1,311,979         1,311,979                           1,311,979

Cost of revenues earned                              0                916,796           916,796                             916,796

Gross profit                                         0                395,183           395,183                             395,183

Selling, general and administrative
  expenses                                       1,027                660,479           661,506 (b)         188,941         850,447

Loss from operations                            (1,027)              (265,296)         (266,323)           (188,941)       (455,264)

Other income (expense):
Amortization of excess of fair value of net
  assets of company acquired over cost               0                 6,317              6,317                               6,317
Bad debts                                            0               (68,586)           (68,586)                            (68,586)
Interest income                                      0                 3,499              3,499                              (3,499)
Interest expense                                     0                (2,522)            (2,522)                             (2,522)
                                    ------------------------------------------------------------------------------------------------
Total other income (expense)                         0               (61,292)           (61,292)                  0         (61,292)

                                    ------------------------------------------------------------------------------------------------
Net loss                                        (1,027)             (264,319)          (265,346)           (188,941)       (454,287)
                                    ================================================================================================
Net loss per share                              $    -                                                                     $   (.08)
                                    ================================================================================================
Weighted average
   shares outstanding                        3,000,000                                                                    5,542,833
                                    ================================================================================================
</TABLE>
1.   The Pro Forma Statement of Operations for the year ended September 30, 1998
     is based upon the twelve months ended September 30, 1998 for the Registrant
     and FSGI Corporation and gives effect to the acquisition as if it had
     occurred on October 1, 1997.

(b)  Amount represents the amortization of goodwill of $2,834,124 over 15 years
     using the straight line method.


<PAGE>
<TABLE>

TMANGLOBAL.COM, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 1999
<CAPTION>

                                         TMANglobal.com        FSGI Corporation
                                       Nine months ended     Three months ended                                         Pro Forma
                                         June 30, 1999        December 31, 1998        Total           Adjustments      Combined
                                    ------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>               <C>                <C>              <C>

 Revenues earned                             655,592              358,327           1,013,919                           1,013,919

 Cost of revenues earned                     460,769              211,203             671,972                             671,972

 Gross profit                                194,823              147,124             341,947                             341,947

 Selling, general and administrative
   expenses                                  597,482              208,470             805,952 (c)       46,118            852,070

                                    ------------------------------------------------------------------------------------------------
 Net loss                                   (402,659)             (61,346)           (464,005)         (46,118)          (510,123)
                                    ================================================================================================
 Net loss per share                         $   (.07)                                                                    $  (0.09)
                                    ================================================================================================
 Weighted average common
    shares outstanding                     5,799,230                                                                    5,799,230
                                    ================================================================================================
</TABLE>

1.   The Pro Forma Statement of Operations for the nine months ended June 30,
     1999 is based on the nine months ended June 30, 1999 of the Registrant and
     three months ended December 31, 1998 of FSGI Corporation. The Pro Forma
     gives effect to the acquisition as if it had occurred on October 1, 1998.

(c)  Amount represents the amortization of the goodwill of $2,767,067 over 15
     years using the straight line method.




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