<PAGE>
EXHIBIT 99.1
Report of Independent Auditors
Board of Directors
Zanova, Inc.
We have audited the accompanying balance sheet of Zanova, Inc. (formerly
iTool.com, Inc.) as of December 31, 1999, and the related statements of
operations, changes in stockholders' equity, and cash flows for the year ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit 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 audit provides 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 Zanova, Inc. as of December 31,
1999, and the results of its operations and its cash flows for the year ended
December 31, 1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Zanova,
Inc. will continue as a going concern. As more fully described in Note 1, the
Company has incurred operating losses since its inception. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.
Ernst & Young LLP
March 5, 2000, except for Note 1 as
to which the date is March 23, 2000
F-1
<PAGE>
Zanova, Inc.
Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
---------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash $ 2,066,803 $ 160,566
Accounts receivable, less allowance for doubtful
accounts of $22,614 and $-0- at December 31,
1999 and June 30, 2000, respectively 43,539 11,970
Prepaid expenses 26,051 3,075
Accounts receivable - other 7,500 -
---------------------------------
Total current assets 2,143,893 175,611
Property and equipment:
Machinery and equipment 351,487 498,967
Furniture and fixtures 36,666 41,597
Leasehold improvements 17,577 17,577
---------------------------------
405,730 558,141
Less accumulated depreciation (56,308) (134,007)
---------------------------------
349,422 424,134
Other assets 147,573 138,058
---------------------------------
Total assets $ 2,640,888 $ 737,803
=================================
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
----------------------------------
(Unaudited)
<S> <C> <C>
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 122,486 $ 18,665
Accrued compensation 30,973 55,624
Deferred revenue 125,000 247,917
----------------------------------
Total current liabilities 278,459 322,206
Stockholders' equity
Common stock, $0.001 par value, 20,000,000 shares
authorized, 11,581,630 and 11,701,630 shares
issued and outstanding at December 31, 1999 and
June 30, 2000, respectively 11,582 11,702
Additional paid in capital 4,752,608 5,195,303
Accumulated deficit (2,401,761) (4,791,408)
----------------------------------
Total stockholders' equity 2,362,429 415,597
----------------------------------
Total liabilities and equity $ 2,640,888 $ 737,803
==================================
</TABLE>
See accompanying notes.
F-3
<PAGE>
Zanova, Inc.
Statements of Operations
<TABLE>
<CAPTION>
Year ended Six months ended
December 31, June 30,
----------------------------
1999 2000 1999
-----------------------------------------------
(Unaudited)
<S> <C> <C> <C>
Revenues:
Website hosting and design $ 164,842 $ 178,684 $ 12,111
License fees 173,000 79,657 93,000
Other professional services - 32,220 -
---------------------------------------------
Total revenue 337,842 290,561 105,111
Operating Expenses:
General and administrative 374,520 771,205 55,413
Selling and marketing 509,795 592,382 62,398
Product development 1,361,444 1,353,460 288,250
---------------------------------------------
Total operating expenses 2,245,759 2,717,047 406,061
Operating loss (1,907,917) (2,426,486) (300,950)
Other (expense) income:
Interest income 15,587 34,014 8
Interest expense (16,398) (1,800) (7,475)
Other income 274 4,625 -
---------------------------------------------
Total other (expense) income (537) 36,839 (7,467)
---------------------------------------------
Loss before income taxes (1,908,454) (2,389,647) (308,417)
Provision for income taxes - - -
---------------------------------------------
Net loss $(1,908,454) $(2,389,647) $(308,417)
=============================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
Zanova, Inc.
Statement of Changes in Stockholders' Equity
January 1, 1999 through June 30, 2000
<TABLE>
<CAPTION>
Additional
Members' Common Paid-in Accumulated
Equity Stock Capital Deficit Total
--------------- ------------ --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999 $ 414,500 $ - $ - $ (493,307) $ (78,807)
Contributed capital 3,774 - - - 3,774
Conversion of member equity to common stock (418,274) 10 418,264 - -
Issuance of common stock (pre-split) - 7 1,027,997 - 1,028,004
1000 to 1 stock split - 10,528 (10,528) - -
Issuance of common stock (post-split) - 1,037 3,316,875 - 3,317,912
Net loss for period - - - (1,908,454) (1,908,454)
-------------- ------------ --------------- -------------- --------------
Balance at December 31, 1999 - 11,582 4,752,608 (2,401,761) 2,362,429
Issuance of common stock (unaudited) - 123 453,942 - 454,065
Repurchase and cancellation of common stock - (3) (11,247) - (11,250)
(unaudited)
Net loss for period (unaudited) - - - (2,389,647) (2,389,647)
--------------- ------------ --------------- -------------- --------------
Balance at June 30, 2000 (unaudited) $ - $ 11,702 $ 5,195,303 $(4,791,408) $ 415,597
=============== ============ =============== ============== ==============
</TABLE>
See accompanying notes.
F-5
<PAGE>
Zanova, Inc.
Statements of Cash Flows
<TABLE>
<CAPTION>
Six months ended
June 30
December 31, --------------------------------------------
1999 2000 1999
------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C>
Operating Activities
Net loss $(1,908,454) $(2,389,647) $(308,417)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 52,290 77,698 9,909
Bad debt expense 22,614 - -
Investments taken as payment for license fees (25,000) - -
Changes in operating assets and liabilities:
Accounts receivable (62,216) 31,569 3,937
Prepaid expenses and other assets (156,124) 39,991 -
Accounts payable and accrued compensation 85,100 (79,170) (66,628)
Deferred revenue 125,000 122,917 -
------------------------------------------------------------
Net cash used in operating activities (1,866,790) (2,196,642) (361,199)
Investing Activities
Purchases of property and equipment (362,864) (152,410) (26,645)
------------------------------------------------------------
Net cash used in investing activities (362,864) (152,410) (26,645)
Financing Activities
Cash contributions from members 3,774 - 3,774
Proceeds from issuance of common stock 4,345,916 454,065 -
Payment for repurchase of common stock - (11,250) -
Proceeds from member loans - - 367,678
Repayment of member loans (73,900) - -
------------------------------------------------------------
Net cash provided by financing activities 4,275,790 442,815 371,452
------------------------------------------------------------
Increase (decrease) in cash 2,046,136 (1,906,237) (16,392)
Cash, beginning of period 20,667 2,066,803 20,667
------------------------------------------------------------
Cash, end of period $ 2,066,803 $ 160,566 $ 4,275
============================================================
Supplemental cash flow information
Interest paid $ 16,398 $ 1,800 $ 7,475
</TABLE>
See accompanying notes.
F-6
<PAGE>
Zanova, Inc.
Notes to Financial Statements
December 31, 1999
(The information for the six months ended June 30, 2000 and June 30, 1999 is
unaudited)
1. The Business
Zanova, Inc. (formerly iTool.com) (the Company), a Delaware corporation, was
incorporated on May 26, 1999 and is the successor entity to iTOOL Technologies,
LLC, effective June 22, 1999. On March 23, 2000, the Company changed its name
from iTool.com to Zanova, Inc. The Company's main revenue source is the
licensing of its proprietary and/or licensed software (iTool product) and
providing the related Website hosting services to end users. The Company was
sold on July 11, 2000 (see Note 8).
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company include the historical
operating results of Zanova, Inc. and iTOOL Technologies, L.L.C. (iTOOL LLC),
the limited liability company it operated as prior to its reorganization into a
C Corp. form, for all periods presented. ITOOL LLC was merged into the Company
on June 18, 1999. Prior to the merger the Company had been an inactive corporate
entity which was formed exclusively to become the new ownership entity for the
business. The ownership structure of the Company at the time of the merger was
identical to that of iTOOL LLC, accordingly, the merger represents a change in
the ownership structure and had no impact on the business. Accordingly, the
accompanying financial statements have been presented on an as if pooling basis
to reflect the common control of Zanova, Inc. and iTOOL LLC for all periods
presented.
The combined financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred operating losses
since inception and to date, has been funded through debt and equity infusions
from certain principal stockholders and private placements of the Company's
common stock. The inability of the Company to attract additional capital and
ultimately, to achieve profitability, raises substantial doubt about the
Company's ability to continue as a going concern.
F-7
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999 is
unaudited)
2. Summary of Significant Accounting Policies (continued)
The Company's ultimate ability to continue as a going concern depends on the
market acceptance of products utilizing its propriety technology, and the
achievement of operating profits and positive cash flow. Management is in the
process of pursuing additional equity financing through a private placement of
the Company's common stock. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
Interim Financial Information
The information furnished for the six months ended June 30, 1999 and 2000 is
unaudited, but reflects, in the opinion of management, all adjustments,
consisting of only normal recurring items, necessary for a fair presentation of
the results for the interim periods presented. Interim results are not
necessarily indicative of the results expected for a full year or any future
period.
Reclassifications
Certain amounts in the 1999 financial statements have been reclassified to
conform with the 2000 presentation.
Use of Estimates
These financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The preparation of 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 financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The company considers all liquid investments with an original maturity of three
months or less at the time of purchase to be cash equivalents and are stated at
cost, which approximates market.
F-8
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999 is
unaudited)
2. Summary of Significant Accounting Policies (continued)
Property and Equipment
Property and equipment is stated at historical cost and is depreciated using the
straight-line method over the estimated useful lives of the assets, ranging from
three to five years.
Fair Value of Financial Instruments
At December 31, 1999, the Company has the following financial instruments: Cash
and cash equivalents, accounts receivable, investments available for sale,
accounts payable and accrued expenses. The carrying value of these financial
instruments approximates their fair value based on their liquidity or short-term
nature.
Income Taxes
Zanova, Inc. was incorporated as a C corporation on May 26, 1999 and accounts
for income taxes according to Statement of Financial Accounting Standards (SFAS)
No. 109 "Accounting for Income Taxes." On June 22, 1999 iTOOL LLC was merged
with Zanova, Inc. and the merger was accounted for on an as if pooling basis to
reflect the common control of Zanova, Inc. and iTOOL LLC. During the period the
Company was a limited liability company from August 27, 1998 (inception) to June
22, 1999, any tax liability or tax benefits for federal and state income taxes
in the United States resulting from the Company's operations during this period
were passed through to the members of iTOOL LLC. Given that the Company is
accounting for income taxes under SFAS No. 109, deferred income taxes, net of
valuation allowances, are recorded to reflect the future tax consequences
attributable to differences between the tax basis of assets and liabilities and
their financial reporting amounts. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which these temporary differences are expected to be recovered or
settled.
Long-Lived Assets
The Company accounts for its long-lived assets in accordance with SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of (SFAS No. 121) which requires impairment losses to be recorded on
long-lived assets used in operations
F-9
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999 is
unaudited)
2. Summary of Significant Accounting Policies (continued)
when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount. SFAS No. 121 also addresses the accounting for long-lived assets that
are expected to be disposed of. The Company has recorded no impairments during
the periods presented in the accompanying financial statements.
Stock-Based Employee Compensation
The Company grants stock options for a fixed number of shares to employees with
an exercise price equal to or greater than the fair value of the shares at the
date of grant. Management of the Company determines the fair value of the
underlying shares. The Company has adopted the disclosure-only provisions of the
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation," accordingly recognizing no compensation expense for the fixed
term employee stock option grants.
The Company also granted options to certain employees based upon the attainment
of certain performance objectives. Given the variable nature of these grants the
Company will record compensation expense for the difference between the exercise
price and fair market value of the underlying common stock during the
performance period.
Revenue Recognition
The Company has adopted Statement of Position 97-2 "Software Revenue
Recognition" as amended by Statement of Position 98-4. Accordingly, revenue
allocable to software licenses is recognized upon delivery of the software
product to the end-user, unless the fee is not fixed or determinable or
collectability is not probable. In software arrangements that include more than
one element, the Company allocates the total arrangement fee among each
deliverable based on the relative fair value of each of the deliverables
determined based on vendor-specific objective evidence.
New Accounting Pronouncements
In December 1999, the Securities Exchange Commission issued Staff Accounting
Bulletin (SAB) 101, Revenue Recognition in Financial Statements. The effective
date of SAB 101 for the Company is no later than the fourth fiscal quarter of
the year ending December 31, 2000. The Company is currently evaluating the
effect of this SAB on its financial statements.
F-10
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999
is unaudited)
2. Summary of Significant Accounting Policies (continued)
In March 2000, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25 (Interpretation No. 44).
Interpretation No. 44 became effective July 1, 2000. The interpretation
clarifies the application of APB Opinion No. 25 for certain issues,
specifically, (a) the definition of an employee, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
compensation award in a business combination. The adoption of Interpretation
No. 44 is not expected to have a significant impact on the Company's financial
position or results of operations.
3. Related Party Transactions
The Company received, and was charged its proportionate share of, various
services from APPSware Holdings, Inc. (a majority owner of the Company),
including administrative, facilities, technical support and other services. Such
charges were approximately $114,185 and $288,200 for the six months ended June
30, 2000 and 1999, respectively, and $555,000 for the year ended December 31,
1999. Of these charges approximately $11,455 and $27,000 remained unpaid as of
June 30, 2000 and December 31, 1999, respectively.
The Company recognized $12,747 in revenue for services provided to APPSware
Holding, Inc. for the six month period ended June 30, 2000. Of this revenue
$11,970 remained uncollected as of June 30, 2000.
4. Income Taxes
The Company accounts for income taxes under FASB Statement No.109 "Accounting
for Income Taxes." Deferred income tax assets and liabilities are determined
based upon differences between financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. As discussed in Note 1,
on June 22, 1999 iTOOL LLC was merged into Zanova, Inc., at which time it became
subject to federal and state income taxes. On the merger date, Zanova, Inc. had
deferred tax assets of $15,958 for the effect of cumulative temporary
differences of iTOOL LLC as of the merger date which were fully reserved through
a valuation allowance.
F-11
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999
is unaudited)
4. Income Taxes (continued)
Components of the Company's net deferred tax assets and liabilities as of
December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Current Noncurrent
-------------------------
<S> <C> <C>
Deferred tax assets:
Deferred revenue $ 47,038 $ -
Write-down of investment 22,578 -
Startup costs - 13,980
Bad debt reserve 8,510 -
Net operating loss carryforward 537,260 -
-------------------------
615,386 13,980
Valuation allowance (615,386) (1,048)
-------------------------
- 12,932
Deferred tax liabilities:
Book basis in excess of tax basis for property
& equipment - (12,932)
-------------------------
- (12,932)
-------------------------
Net deferred tax asset (liability) $ - $ -
=========================
</TABLE>
For financial reporting purposes, the majority of the assets have been offset by
a valuation allowance of $616,434. The valuation allowance is a result of the
Company's operating losses. The primary reason for the valuation allowance in
1999 was current period losses and $42,408 of deferred start-up costs existing
at the date of the C-Corp election (resulted in recording of $15,958 of deferred
tax assets at election which were fully reserved). At December 31, 1999, the
Company has a net operating loss carryforward of approximately $1,428,000 for
federal and state income tax purposes that begins to expire in the years 2019
and 2004 for federal and state purposes, respectively.
F-12
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999
is unaudited)
5. Stockholder's Equity
iTOOL LLC was formed on August 27, 1998, at which time the members contributed
$414,500. The contribution consisted of cash, fixed assets and contributed
services. On May 26, 1999 iTool.com was incorporated with 10,000 shares of
common stock, par value $.001 per share being authorized. Pursuant to an
Agreement and Plan of Merger dated June 18, 1999, a merger was consummated
between iTOOL LLC and Zanova, Inc. in which Zanova, Inc. issued 9,845 common
stock shares for 100 percent of the members interest in iTOOL LLC. On June 21,
1999 the stockholders of the Company approved an amendment to the Company's
certificate of incorporation to increase the authorized common shares from
10,000 to 20,000. On June 21, 1999 the Company's Board of Directors approved a
1,000 to 1 stock split to shareholders of record as of the close of business on
June 30, 1999, in the form of a stock dividend. The stock split resulted in the
issuance of 10,534,455 additional shares of common stock, and a transfer of
$10,534 from paid-in-capital. As a result of the stock split, the shareholders
approved a second amendment to the Company's certificate of incorporation
increasing the authorized common stock shares from 20,000 to 20,000,000. All
references to per share amounts throughout this report reflect this stock split.
During January 2000, the Company canceled 3,000 shares of common stock which
were repurchased from a shareholder for $11,250, the amount originally paid by
the shareholder in fiscal year 1999. During March 2000, the Company issued
123,000 shares of common stock for net proceeds of $454,065.
6. Stock Options and Warrants
The Company has a stock option and incentive plan whereby options to purchase
shares of the Company's common stock are granted at a price equal to the
estimated fair value of the stock on the date of the grant as determined by the
committee administering the plan. The Plan provides for the granting of both
fixed and variable options for financial accounting purposes. Options may be
exercised upon vesting, which generally occurs over a period of three years.
Options expire upon the earlier of five years from the grant date or 90 days
after termination of employment. The Company has reserved 1,300,000 shares of
common stock for issuance under the stock option plan.
Pro forma information regarding net income is required by Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation, and has
been determined as if the Company had accounted for its employee stock options
under the fair value method of that
F-13
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999
is unaudited)
6. Stock Options and Warrants (continued)
Statement. The fair value for these options was estimated at the date of grant
using the minimum value method with the following assumptions: risk-free
interest rates of 5.50 percent; dividend yields of 0.0 percent; and an expected
life of an option of five years.
Option valuation models require the input of highly subjective assumptions
including the expected life of an option. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options. For purposes of pro forma disclosures, the estimated
fair value of the options was amortized to expense over the vesting period of
the options outstanding. The Company's pro forma net loss in 1999, is
$1,954,510.
Summary information related to the fixed options which vest ratably over three
years and expire five years after the date of grant are as follows:
<TABLE>
<CAPTION>
Number of Number of Weighted-
Shares Options Average
Under Immediately Exercise
Option Exercisable Option Price Price
------------------------------------------------------------
<S> <C> <C> <C> <C>
Options outstanding at January 1, 1999 - $ - $ -
Granted 1,059,168 1.75 - 3.75 2.49
Canceled - - -
Exercised - - -
----------- --------------------------
Options outstanding at December 31, 1999 1,059,168 222,057 1.75 - 3.75 2.49
Granted 181,500 - 3.75 3.75
Canceled 208,702 1.75 - 3.75 3.32
Exercised - - -
----------- --------------------------
Options outstanding at June 30, 2000 1,031,966 239,470 1.75 - 3.75 2.55
=========== ==========================
</TABLE>
The Company has also granted options for up to 105,000 shares of common stock at
$3.75 per share to certain employees based upon the attaining of certain
performance objectives. Under the plan these shares become exercisable if
certain sales related performance criteria are met by December 31, 2000. As of
June 30, 2000, the 105,000 options granted which were based on the attainment of
certain performance objectives were canceled.
F-14
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999
is unaudited)
6. Stock Options and Warrants (continued)
The weighted-average fair value of options granted during 1999 was $0.63. The
weighted-average remaining contractual life for options outstanding at December
31, 1999 was 4.69 years. The weighted average exercise price for exercisable
options was $1.75.
In connection with the sale of its common shares the Company issued certain
immediately vested warrants to the third party who sold the common shares. The
warrants were issued at a strike price of 20 percent greater than the sale price
of the related common shares and expire five years after the date of issuance.
At December 31, 1999 there were 140,000 warrants to purchase common shares at
$2.10 per share and 200,000 warrants to purchase common shares at $4.50 per
share.
7. Commitments and Contingencies
In the ordinary course of business, the Company may become a party to pending or
threatened litigation. Management does not believe the resolution of such
matters will have a material adverse impact on the Company's financial position.
The Company is obligated under a noncancelable operating lease for office space
used by the Company. The following is a schedule by year of future minimum
rental payments required under the operating lease which has a remaining
noncancelable lease term in excess of one year as of December 31, 1999.
2000 $148,248
2001 148,248
2002 148,248
2003 148,248
2004 24,708
--------
$617,700
========
Total rent expense was $73,234 and $-0- for the six months ended June 30, 2000
and 1999, respectively, and $51,972 for the year ended December 31, 1999.
F-15
<PAGE>
Zanova, Inc.
Notes to Consolidated Financial Statements (continued)
(The information for the six months ended June 30, 2000 and June 30, 1999
is unaudited)
8. Subsequent Events
On June 9, 2000, the Company entered into a purchase agreement with Onvia.com,
Inc., to sell all the issued and outstanding shares of the Company in exchange
for approximately 2,470,520 shares of Onvia.com, Inc. common stock. The merger
was approved by the Company's stockholders on July 5, 2000 and was consummated
on July 11, 2000.
F-16
