ONLINE INNOVATION INC
10SB12G/A, 2000-03-15
BUSINESS SERVICES, NEC
Previous: INSMED INC, 425, 2000-03-15
Next: WESTERGAARD COM INC, 10SB12G/A, 2000-03-15



                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-SB

      GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
        Under Section 12(b) or (g) of the Securities Exchange Act of 1934

                             Online Innovation, Inc.
                 (Name of Small Business Issuer in its charter)

                Delaware                         52-2058364
     (state or other jurisdiction of     (I.R.S. Employer I.D. No.)
     incorporation or organization)

     1118 Homer Street, #202, Vancouver, British Columbia     V6B 6L5
     (Address of principal executive offices)                (zip code)

Issuer's telephone number, (604) 669-7564

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

                                      None

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

                         Common Stock, par value $0.001
                                (Title of class)

<PAGE>


                                TABLE OF CONTENTS

PART I

FORWARD LOOKING STATEMENTS                                   1

ITEM 1:DESCRIPTION OF BUSINESS                               1
Business Development                                         1
Business of the Company                                      2
Principal Products and Services                              2
Distribution Method                                          6
Competition                                                  6
Traditional Dating Agencies                                  6
Personal Ads                                                 6
Telepersonals                                                7
Online Dating Services                                       7
Assessment of Competition                                    8
Intellectual Property Rights                                 8
Government Regulation                                        9
Employees and Consultants                                    9
Risk Factors                                                10
Potential for Failure of the Company's Business             11
Ability to Retain Qualified Management Personnel            11
Competition in the Online and Offline Matchmaking Service
  Market                                                    11
Adverse Effects of Incorrect Financial Assumptions          12
Absence of Operating History                                12
Lack of Public Market                                       12
Compliance with OTCBB Eligibility Rule                      12
Designation as a Penny Stock                                13
Ability to Raise Additional Capital                         13
Potential Conflicts of Interest                             13
No Foreseeable Dividends                                    13
Failure to Obtain Permits and Licenses                      13
Loss of Interest in Intellectual Property/Claims of
  Infringement by Third Parties                             13
Abandonment of Interest in Mineral Property                 14
Currency Fluctuation                                        15
Access to Technology by Competitors                         15
Lack of Market Acceptance of the Internet as a Means of
Conducting Commercial Transactions                          15
Risk Associated with the Year 2000                          16
Dependence on Telecommunication Infrastructure              16

ITEM 2: PLAN OF OPERATION                                   16
General                                                     16
Development of the Internet and E-Commerce                  17
Marketing Strategies                                        17
Online Advertising                                          17
Print Media, T.V., Radio and Billboards                     18
Revenue Streams                                             18
Cash Requirements                                           18
Additional Website Development                              19

ITEM 3: DESCRIPTION OF PROPERTY                             19
Office Space                                                19
Computer Equipment                                          19

<PAGE>

ITEM 4: SECURITY OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT                                                20

ITEM 5: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
  CONTROL PERSONS                                           20
Directors and Executive Officers                            20
Chad Lee                                                    21
Ms. Marlene C. Schluter                                     21
Harvey H. Cohen                                             22
Significant Employees                                       22
Family Relationships                                        22
Involvement in Legal Proceedings                            22

ITEM 6: EXECUTIVE COMPENSATION                              23

ITEM 7: CERTAIN RELATIONSHIPS AND TRANSACTIONS              23

ITEM 8: DESCRIPTION OF SECURITIES                           23
Voting Rights                                               23
Dividend Rights                                             24
Preemptive Rights                                           24
Charter and Bylaw Provisions Concerning Changes in Control  24
Transfer Agent                                              24

PART II

ITEM 1: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
  COMMON EQUITY AND OTHER SHAREHOLDER MATTERS               25
Market Information                                          25
Principal Market                                            25
High and Low Bid Information                                25
Holders                                                     26
Dividends                                                   26

ITEM 2: LEGAL PROCEEDINGS                                   26

ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS       26

ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES             26

ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS           28

PART F/S: INDEX TO FINANCIAL STATEMENTS                     29

PART III

ITEM 1: INDEX TO EXHIBITS

SIGNATURES



<PAGE>
Page 1



              FORWARD LOOKING STATEMENTS

   Online Innovation Inc. cautions readers that certain important factors
(including without limitation those set forth in this Form 10-SB) may affect the
Company's actual results and could cause such results to differ materially from
any forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act that may be deemed to have
been made in this Form 10-SB registration statement, or that are otherwise made
by or on behalf of the Company. Forward-looking statements are based on current
management expectations that involve risks and uncertainties that may result in
such expectations not being realized. Potential risks and uncertainties
include, but are not limited to, the risks described in filings with the
Securities and Exchange Commission. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe," "anticipate," "intend",
"could," "estimate," or "continue," or the negative or other variations of
comparable terminology, are intended to identify forward-looking statements.
These forward-looking statements are made as of the date of this Registration
Statement and the Registrant assumes no obligation to update such
forward-looking statements or to update the reasons why actual results could
differ materially from those anticipated in such forward-looking statements.

                            PART I

               ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

   Online Innovation, Inc. (the "Company") is a website development company.
The Company is currently developing a group of webpages designed to facilitate
social interaction between single adults, with an emphasis on entertainment and
matchmaking. The Company intends to develop a group of webpages through which
internet users will be able to interact socially in a variety of contexts. The
various webpages will facilitate the development of "virtual communities" in
which members interact socially and form bonds through the use of the internet.
The Company's main website, located on the worldwide web at
www.virtuallydating.com, will provide entertainment for and facilitate
matchmaking between single adults. This site will act as a gateway to the
various webpages developed by the Company, all of which will be designed to
facilitate social interaction in a variety of settings and contexts. The target
market will be single North Americans over the age of 18 and the primary focus
will be on entertainment and matchmaking between single adults.

   The Company was incorporated on May 7, 1997 pursuant to the General
Corporation Law of the State of Delaware, U.S.A. under the name Micro Millennium
Inc. On September 30, 1997 the Company acquired the option to earn a 60%
interest in 4 mineral properties located in the state of Sinaloa, Mexico. The
Company changed its name from Micro Millennium, Inc., to Sinaloa Gold Corp. on
October 16, 1997 and operated as a mineral exploration and development company
until January of 1999. Between September of 1997 and January of 1999 the
Company's primary business focus was attempting to finance the exploration and
development of its mineral properties.

   Depressed metal prices and lack of investor interest in resource stocks
during this period made financing difficult. As a result, the Company chose not
to exercise its option and decided to abandon its interest in its mineral
properties and to acquire and develop its current website development business.
Pursuant to an agreement dated April 2, 1999, the Company acquired from Online
Innovation, a non-reporting private unincorporated entity, a 100% interest in

<PAGE>
Page 2

all of its proprietary and intellectual property associated with its business
plan and concepts and its worldwide web site domain name,
www.virtuallydating.com. As consideration for the acquisition of the assets of
Online Innovation, the Company issued 400,000 common shares at a deemed value of
$0.50 per share to Mr. Darin Wong, the sole proprietor of Online Innovation.
The Company changed its name from Sinaloa Gold Corp. to Online Innovation, Inc.
on April 8, 1999, after acquiring the assets of Online Innovation as described
above. Since the acquisition the Company has continued to develop the property
and concepts acquired from Online Innovation. In addition, it has been forging
partnerships and strategic alliances in the internet industry and seeking
financing to further its development goals. The website www.virtuallydating.com
is currently under construction and operates on a test basis only. Once the
site is fully functioning the Company hopes to generate revenue through the sale
of memberships to users via the internet, through the sale of banner advertising
on the website, and through the sale of merchandise.

BUSINESS OF THE COMPANY

Principal Products and Services

   The Company's principal product/service will be a website on the worldwide
web (www.virtuallydating.com) which internet users will be able to utilize to
engage in various forms of social interaction with other users. The focus will
be on entertainment and matchmaking for single adults. The website will be
multi-faceted and will allow users to interact socially in a number of different
forums, described in greater detail below. The main webpage, located at
www.virtuallydating.com, will provide links to the other pages which comprise
the site. These pages will contain the various interactive/entertainment
functions and services offered by the Company. In order to utilize the website,
internet users will be required to become members. A membership fee will be
charged. Once an individual pays the required membership fee, he or she will be
able to utilize the various webpages created by the Company to interact with
other members.  Applying technology to create virtual communities,
virtuallydating.com combine traditional on-line matchmaking features with
interactive entertainment concepts to emulate real world experiences and social
environments.

   The website will offer several ways for members to meet, interact, and have
fun through its many features, while always maintaining privacy and discretion.
While the intention may be for members to find a love connection or friendship,
the site is being developed with entertainment as its primary focus. The
interactive entertainment features of the site may also lead to or enhance a
friendship or romantic liaison.

Member WebPages

   Members of the site will complete a survey in which they will compile
information such as gender, height, geographic location, lifestyle choices,
interests, hopes, dreams and desires. This information will provide a personal
profile for each member. Once the survey has been completed, the information
will be incorporated into a personal webpage for the member. The member will
design the look and feel of his/her personal webpage by selecting from a number
of different graphic options and features designed by the Company. Members will
also have the option of personalizing their webpage further by including their
photograph. The personal webpage will then be posted in a member webpage
viewing gallery. All information from the member profiles will be placed in a
searchable database which other members will to able to utilize to find suitable
companions.

<PAGE>
Page 3

AutoMatch Function

   An AutoMatch option will be available which will allow members to match
automatically with other members who have similar interests. This option will
allow members to create a personal "short list" of member webpages to view and
will serve as an alternative to completing a more time-consuming survey of each
member in the viewing gallery.

Searching Member Webpages

   In addition to the AutoMatch function, a search engine will be provided
which will enable members to search the database for a suitable companion.
Members engaging in such a search will be required to identify the key qualities
they are seeking in a companion.  Utilizing the criteria set out by the member,
the search engine will search the database and the member will be provided with
other member profiles which meet his/her criteria.

Internal Messaging Service

   Each member will be provided with an internal messaging service which is
operated through the website. Home and office e-mail addresses are not utilized
so that privacy is maintained. Once a member has selected the profile of a
person they wish to contact, the member will be able to send a personal
electronic message to that member as a first means of direct communication.
When the recipient member logs onto the site, they will be instantly informed
that they have received mail. The recipient can then easily retrieve the
message and respond at their discretion.

Chat Rooms

   Chat rooms are sites where large numbers of members interact through
instant messaging. All members participating in a chat room discussion can
read messages that are sent to other participants in the room. Chat rooms
provide "chatters" with the opportunity to discuss common interests and themes.
Chat rooms also provide an alternative to the member webpage gallery as a means
of meeting other members. For those members who are shy, and for whom
connecting for the first time through internal messaging is too direct, the chat
rooms will provide the opportunity to get to know members first, before
escalating the communication to a one-on-one basis.

   The Company will provide three different sets of chat rooms organized
around three different themes. Each chat room will emulate a natural setting in
which people tend to meet, and will be graphically enhanced to actually look and
feel like the themed environment.

Friendship/Companionship Chat Rooms

   The Friendship/Companionship set of chat rooms will be designed to attract
members who are looking to meet others who have the same interests and are not
looking for romantic involvement. There will be four themed chat rooms
available to these types of members.

<PAGE>
Page 4

Romance & Love Chat Rooms

   The Romance & Love set of chat rooms will be designed to attract members
who are serious about finding a love match and embarking on an experience of
romance. Four themed chat rooms will emulate the environments where singles
most often look for love.

The Red Light District

   In these chat rooms members will be able discuss more personal issues that
are sexual in nature. The Company hopes that by providing a separate set of chat
rooms for sexual discussions to occur, it will help prevent this type of
interaction from occurring in the Friendship/Companionship and Romance & Love
chat rooms.

Private Rooms

   If a members connect with someone special in a chat room, they will be
provided with the option of forming a private room where the two can send
instant messages and interact one-on-one. The room will be completely private.
Only the two members involved will be able to read the other's messages and
participate in the conversation.

The Dressing Room

   The Dressing Room allows members to design their own "avatar", a
personalized caricature which will represent the member throughout the site.
Members will enter the Dressing Room and have a selection of graphic
representations of body parts and other accessories with which to create their
own caricature. By utilizing drag and drop technology, members are easily
guided through the creation of their avatar, choosing from a library of
components (eyes, hair, body type, accessories, etc.). The avatar will
represent the member in all interactive sections of the Virtually Dating site.
In chat rooms, multi-player games, or on the member's personal webpage, the
avatar serves to introduce members to other members and provide another way in
which members can express themselves.

Multi Player Avatar Based Games

   The website will contain an interactive zone in which members will be able
to congregate to play games with one another. Proposed games include trivia,
multi player card games and carnival games. Each player/member participating in
these games will be represented by their avatar.

Send a Gift

   This service will combine online dating with online shopping. Once a
member has found that special someone, he or she will be able to send a gift to
that person. Gifts will range from greeting cards or "virtual" bouquets of
flowers which are sent electronically, to merchandise which is mailed to the
recipient. Members will be able to view a select inventory of Private
Collection gifts with the click of a mouse and purchase the gift directly,
without having to leave the site, or provide another organization with their
credit card number. The Company will complete the recipient mailing information
so that privacy of the member's location will be maintained. The sender will
never know the address of the recipient, and vice versa. All gifts in the
Private Collection will be tasteful and in the spirit of romance so that
intended recipients need not fear receiving something offensive in the mail.

<PAGE>
Page 5

   In the first phase of implementation, animated greeting cards and virtual
gifts will be available. Members will be required to complete an information
form and then send a card from the VirtuallyDating Gallery of animated cards (10
animated cards to start with, future plans to increase the Gallery's inventory).
Phase 2, which the Company intends to implement within the first year of site
launch, will involve the purchase and delivery of merchandise.

Dear Bridgette

   The website will offer members third party love advice, relationship advice
or dating advice through the use of a "Dear Abby" persona known as Bridgette.
Bridgette's one on one advice will only be available to members.

Horoscopes

   The Company has negotiated an agreement with KnowledgeWeb, Inc.
("KnowledgeWeb"), pursuant to which the horoscope content of KnowledgeWeb's
website will be made available to the Company's members. KnowledgeWeb provides
an online horoscope service through its website located at www.Astrology.net.
The Company entered into an Affiliate Agreement with KnowledgeWeb on November 8,
1999.  Pursuant to the terms of the Affiliate Agreement, the Company is
permitted to provide its members with access to content provided on the
Astrology.net website. Access will be provided by direct links from the
Company's website to the Astrology.net website.  Astrology.net provides some
horoscope content to its users free of charge (e.g. daily horoscopes) and
charges users for other content (e.g. personalized charts). The Company will be
paid commissions by KnowledgeWeb on purchases of content/services provided by
Astrology.net made by persons who are linked to the Astrology.net website
directly from the Company's website (10% for aggregate purchases of up to $1,000
in any given month and 20% for aggregate purchases exceeding $1,000 per month).

Dating Safety Tips

   Dating safety tips and advice for using the VirtuallyDating site will be
available to all members. This advice will include online dating and off-line
dating safety tips for members.

Banner Advertising

In addition to membership fees and online shopping, the Company intends to
generate revenue through the sale of banner advertising. Banner advertisements
are advertisements which appear on banners on the perimeter of a computer user's
screen while viewing a website. Once traffic on the Company's website reach
1,000,000 page views per month, the website will be marketable to major
corporations for banner advertising. A page view is the number of times each
page throughout the site has been viewed by multiple users.

The Company intends to target corporations whose business will enhance the
general spirit of the website so that members will not feel that they are being
blatantly advertised to. General floating banner spots will be made available
to all prospective advertisers throughout the website's pages, but will not be
available in the themed chat rooms. Banner advertisements in the themed chat
rooms will be sold exclusively to corporations that sell products that are
related to the theme of and will directly enhance the atmosphere in the chat
room. For example, the Company intends to create a chat room with a "coffee

<PAGE>
Page 6

house" theme. The Company intends to reserve banner advertisements in the
"coffee house" chat room for corporations that sell coffee related products.
Banner advertising on the website will be sold for $12 per unit. A unit is
1,000 impressions. An impression is an occurrence of a banner advertisement on
a webpage while that webpage is being viewed. Thus, a banner advertisement may
appear for a few seconds or minutes while a person is viewing a webpage and then
be replaced by another advertisement. Each time an advertisement appears is one
impression.

DISTRIBUTION METHOD

   The Company's primary means of distribution for its products and services
will be the internet. The Company's primary product is the information and
interactive functions which will be contained on the website. The information
will be accessible to internet users who are members.  Merchandise which will
be available through the "Send a Gift" service, once that service is
functioning, will be distributed through the mail.

COMPETITION

   The Company competes with numerous entities which provide
matchmaking/dating services to the public in a variety of manners. The Company
has identified four sources of competition: traditional "offline" dating
agencies, personal advertisements, telepersonals and other online dating
services.

Traditional Dating Agencies

   The Company competes with traditional "offline" dating agencies which
provide matchmaking services to single adults. These are typically local
services which serve defined and limited geographic areas. These services
typically charge clients a fee for their service and do not facilitate
interaction beyond introducing their clients to one another. By virtue of
delivering its services via the internet, the Company will be able to reach a
market which is international in scope. Marketing efforts will focus primarily
on Canada and the U.S., but the company will be in a position to deliver its
services anywhere in the world. This represents a significant advantage for the
Company relative to traditional local dating agencies.  In addition, the
Company will offer a range of services and forums which will facilitate
interaction between single people prior to their actually meeting in person.
This type of service has traditionally not been provided by traditional dating
agencies. Finally, the Company's internet based service allows delivery of the
service directly to an individual's home. This allows members to interact
socially from the comfort of their own home, until such time as they wish to
interact with other members in a more direct fashion. The primary competitive
disadvantage for the Company relative to "offline" dating services, is the
Company's reliance on the internet to deliver its services, which limits the
Company's market to personal computer users with internet access. Traditional
dating services have no such market restriction. Nonetheless, for the reasons
discussed above, the Company believes that its use of the internet as a means of
service/product delivery is also the Company's primary competitive advantage
over traditional dating services. In addition, the Company expects the use of
the internet to increase dramatically in the coming years, significantly
offsetting any advantage "offline" dating agencies may have in this regard.

<PAGE>
Page 7

Personal Ads

   Single adults seeking companionship or romance often place personal
advertisements in newspapers and other periodical publications.  The Company
thus competes with newspapers and other periodicals for a portion of the market
share. Periodicals are subject to the same geographic restrictions with respect
to the market that offline dating agencies are subject to. They can be costly
and do not have an interactive component as the Company's internet based service
does.  Without an interactive component, participants are forced to communicate
directly, either via telephone or in person, perhaps more quickly than they
would like. As discussed above, the Company's internet based service allows
members to interact from the comfort and security of their homes prior to
arranging person to person contact with a prospective companion.  Personal
advertisements also have the advantage of being accessible to individuals
without computers and internet access.  As discussed above, however, the
Company believes the use of the internet will increase dramatically in the
coming years, thereby offsetting a significant portion of the advantage of
offline services in this regard.

Telepersonals

   Telepersonal services enable users to record personal advertisements which
can then be accessed by other individuals over the telephone. Fees are often
based on time spent using the service. Telepersonals advertisements have some
of the same drawbacks relative to the Company's internet based service that the
other services described above have. They do not facilitate any social
interaction prior to a person to person or telephone meeting with a prospective
companion. Telephone use is, however, much more widespread than internet use.
This provides telepersonal matchmaking service providers with a significant
competitive advantage over the Company. This competitive advantage will only be
overcome if internet use becomes as widespread as telephone use, making the
Company's products and services as accessible as those of telepersonal
matchmaking services.

Online Dating Services

   There are other websites which provide services similar to those that are
provided by the Company. The table below provides a summary of the most
successful direct competition.

<TABLE>
<CAPTION>
                    VirtuallyDating.     Match.com       American       One & Only   Jewish Quality
                          com(1)                         Singles         Network        Singles
                    ================================================================================
<S>                  <C>               <C>              <C>              <C>           <C>
Cost to post         $9.95 /month      $14.95 /month     free             free         $125.00 /
                                                                                       6 months

Cost to respond      free with          free with        free                          free with
                     membership         membership       $14.95/mo.                    membership

Methods of           Internal           Internal         mail,fax,phone  Internal      Internal
communication        messaging          messeging       ($10 on contact) messaging     messaging

Ad prescreening         yes                yes             yes              yes           yes

Anonymous Answering     yes                yes             no               no         your choice

Religious Affiliation   no                 no              no               no            yes
                                                                                        Jewish

Gift Shop (own)         yes                no              no               no             no

<PAGE>
Page 8

                    VirtuallyDating.     Match.com       American       One & Only   Jewish Quality
                          com(1)                         Singles         Network        Singles
                    ================================================================================
On-site chat            yes                yes             yes              no             no
                      themed
                     environments

Create your own
 caricature             yes                no              no               no             no

Avatar based
 multi-player
 games                  yes                no              no               no             no

Sonofied Surfing        yes                no              no               no             no

Flash enhanced
 greeting cards         yes                no              no               no             no

Online advice           yes                yes             no               no             no

Extras                 photos,            photos,        photos            photos,        photos
                       voice ads          members                          voice
                                          magazine

Horoscopes              yes                yes             no               no             no

Estimated paying
 subscribers           new service        120,000        200,000           100,000        60,000
</TABLE>

[ ]  Indicates a unique service offered by VirtuallyDating.

While the Company intends to provide certain products and services which
management believes are not currently being provided by the Company's online
competitors, the Company is still at a competitive disadvantage relative to the
online competitors listed above because of their established market presence.
The Company is in the development stage and will have to capture a market share
before it can effectively compete with established online competitors.
Established competitors have revenues with which to further develop and enhance
their products and services, while the Company may be dependent on additional
financing to do so. Refer to "Assessment of Competition" below for a discussion
of the relative competitive advantages of established online matchmaking service
providers.

Assessment of Competition

   The Company's primary competition will most likely be from other online
dating services. The Company's management is of the view that online
matchmaking/entertainment services are superior to services provided by offline
competitors and that the major barrier to their success relative to offline
competitors is current lack of access to the internet by a large segment of the
population.  Management is of the view that once internet access becomes more
widespread, online matchmaking services should displace offline competition.
The interactive component of the online service, particularly the potential to
foster extensive interaction prior to person to person meetings, should make use
of online services more appealing than offline services to single adults seeking
companionship. There is no guarantee, however, that access to and use of the
internet will increase. Even if access to and use of the internet do increase,
there is no guarantee that online services will displace offline competitors or
that the Company will capture a substantial portion of the online market.

   The Company's products and services are in the development stage only. The
Company's primary website and related webpages are currently functioning on a
test basis only. Established competitors have an advantage over the Company in
that they have already captured a share of the market and thus have an

<PAGE>
Page 9

established market presence.  Achieving critical mass with respect to market
share is critical for a business of the nature of the Company's. The Company's
service will only be useful to consumers once a certain level of membership is
attained. Competitors who already have an established market share will,
therefore, be in a better competitive position than the Company.  The Company
hopes to offset any such competitive advantages by offering products and
services which are superior in quality to and more appealing than those of their
competitors and by launching an effective marketing campaign.

   The Company's primary objectives in the immediate future are to complete
the development of its products/services and to market them and attain a broadly
based diverse membership. To do so will require capital. The Company relies on
equity financing to acquire capital for marketing and product development.
There is no guarantee that financing sufficient to enable the Company to meet
its objectives will be available in the future. The Company will thus be at a
competitive disadvantage relative to more established competitors with greater
access to capital. Established competitors with cash flow from revenues may be
in a better position to capture a share of the available market.

INTELLECTUAL PROPERTY RIGHTS
The Company relies on copyrights, trademarks, trade secret laws and contractual
restrictions to establish and protect its proprietary rights in its services and
products. The Company does not at this time have any patented technology which
would prevent competitors from entering into its market. In addition, the
Company has not registered any of its copyrighted software or trademarks. There
can, therefore, be no assurance that the Company will be able to protect its
proprietary rights from use by its competitors.  The Company's management
believes, however, that the steps taken by the Company to protect its
intellectual property are consistent with industry standards for online
businesses. The Company protects proprietary software primarily by maintaining
secrecy with respect to source codes and other information pertaining to the
Company's software. Consultants conducting development work on the Company's
technology are bound by confidentiality clauses which restrict dissemination of
proprietary technical information related to the Company's products.  The
Company also relies on third party software licenses in the conduct of its
business.

   To date, the Company has received no notification that its services or
products infringe the proprietary rights of third parties. Third parties could,
however, make such claims of infringement in the future. Any future claims that
do occur may have a material adverse effect on the Company and its business.
Refer to "Risk Factors" herein.

GOVERNMENT REGULATION

   As at the date of filing there are few laws and regulations that apply
specifically to access to or commerce on the internet. Due to the increasing
popularity of use of the internet, however, it is possible that laws and
regulations with respect to the internet may be adopted at federal, state and
even local levels, covering issues such as user privacy, freedom of expression,
pricing, characteristics and quality of products and services, taxation,
advertising, intellectual property rights, information security and the
convergence of traditional telecommunications services with Internet
communications. Such future regulations may end up having a material adverse
affect on the Company and its business. Refer to "Risk Factors" herein.

<PAGE>
Page 10

EMPLOYEES AND CONSULTANTS

   The Company has no full or part time employees.  The Company retains
consultants to provide it with services related to the administration,
management and development of the Company. The Company pays $2,500 per month to
MCS Management Ltd., a private company wholly owned by Marlene Schluter,
director, secretary and treasurer of the Company, for management and
administrative services provided by MCS Management Ltd. The Company pays $2,500
per month to Netgain Management Solutions Inc., a private company wholly owned
by Chad Lee, director and president of the Company, for management and
administrative services provided by Netgain Management Solutions Inc. The
Company pays $2,500 per month to 535424 B.C. Ltd. for marketing services
provided by 535424 B.C. Ltd.

   Services related to the design, development and maintenance of the
Company's website are provided by Stratford Internet Technologies Inc.
("Stratford"). Stratford is retained by the Company pursuant to the terms of a
consulting agreement between Stratford and the Company dated July 30, 1999.
Pursuant to the terms of this agreement, Stratford provides services related to
the development, design and maintenance of the Company's internet based products
and services. Stratford has been retained to design, develop and maintain the
following items:

   -  Database Architecture - (software comprising the member registration/
   -  tracking database system)
   -  Credit card transaction/authorization system for processing memberships
   -  and maintaining accounts
   -  Interactive "build your own website/profile/avatar" system
   -  Interactive chat rooms
   -  Interactive multi-player games
   -  Audio-technology to provide background music for the website
   -  Direct live video chat connection for members with webcamera technology on
   -  their personal computers
   -  Animated greeting cards and virtual gifts
   -  Personal messaging system
   -  Dear Bridgette Advice system
   -  Daily horoscope service through links with third party service provider
   -  Dating safety tip webpage
   -  Survey systems for surveying members on a variety of issues

   Stratford will undertake all of the computer programming and other
technical development work related to the production of these various
functions/services. Stratford will not act as the Company's webserver or
provide the Company with webhosting services. A webserver is a computer server
which houses the technical data and components comprising a webpage or website
and related functional components. Webhosting companies typically provide
internet companies and other entities with access to a server which functions 24
hours a day and is connected to the internet through a service provider who
provides access to telephone cables or other means of electronically
disseminating information. The Company does not currently have any agreements
in place with any webhosting companies or internet service providers.

   Pursuant to the agreement with Stratford, the Company will pay Stratford
$400,000 and issue Stratford 300,000 shares of its common stock in exchange for

<PAGE>
Page 11

the services to be provided by Stratford. The Company paid Stratford a deposit
of $275,000 upon execution of the agreement. The balance will be paid upon
completion of a financing by the Company. The shares are to be issued after
Stratford has performed all of its obligations under the agreement. The shares
will bear restrictive legends pursuant to Rule 144 and will not be transferable
for one year from the date they are issued.

RISK FACTORS

   Prospective investors should consider carefully the following risk factors,
in addition to the other information contained in this Registration Statement
concerning the Registrant and its business, before making any investment in the
Registrant's securities.

Potential for Failure of the Company's Business
   The Company may not be successful in its effort to further its business.
Even if the Company were to successfully meet the goals it has set for itself
the aforesaid goals may not be achieved within the respective time-frames set
for them herein. The limited extent of the Company's assets and the Company's
stage of development as well as the Company's limited operating history make it
subject to the risks associated with start-up companies. For example, the
Company, like many start-up companies, does not have significant revenues and
may experience cash flow difficulties. It may, therefore, be required to rely
on equity or bank financing to meet any cash needs in the short term. Such
financing may not be available. In addition, the Company does not have an
established presence in its target market and its name is not well known to
consumers in that market. There is no guarantee that the Company will ever
establish a significant presence in its target market. The Company's products
and services are also not completely developed. Earning revenue depends on
successful development of products and services. The Company may require
additional financing to fully develop its products and services and, as
discussed above, such financing may not be available when required.  Any or all
of these factors may cause the Company's business to fail.

Ability to Retain Qualified Management Personnel
   The Company's present management structure, although adequate for the early
stage of its operations, will likely have to be significantly augmented as
operations commence and expand. The ability of the Company to recruit and
retain capable and effective individuals is unknown. The loss of the services
of its current officers, or the inability of the Company to attract, motivate
and retain highly qualified executive personnel in the future could result in
failure of or cause serious disruption to the Company's business.

Competition in the Online and Offline Matchmaking Service Market

   The Company intends to enter into the internet/e-commerce market, which is
relatively new and are, therefore, difficult to predict in terms of the level of
demand for the Company's products and services. In addition, this market is or
likely will be, subject to intense competition from both private and public
businesses nationally and/or around the world, many of whom have greater
financial and technical resources than the Company.  The Company competes with
more established competitors in the internet matchmaking and e-commerce
businesses and may have difficulty establishing a significant market presence.
In addition, the Company competes with the more established offline
matchmaking/dating services industry.  Competition from these sources as well
as any other future competition may be insurmountable for the Company. If the
Company is unable to compete in this marketplace, its business may fail. Refer
to the section entitled "Competition" herein.

<PAGE>
Page 12

Adverse Effects of Incorrect Financial Assumptions

   The Company will rely on internally prepared forecasted financial
statements, which are predicated on certain assumptions, including assumptions
of revenue and expense and the occurrence of certain future events, which in
turn were based on management's considered assessment of prevailing conditions
and management's best estimates of future events. Should, for example, product
yields or prices deviate from the levels assumed in the internal forecasted
statements, then the Company's projected revenue and profits will be less than
projected. Similarly, should the Company's actual costs exceed the assumed
levels, then the Company's projected profits would likewise be less than
projected. In the final analysis, any return to an investor in the Company will
in large part be determined by management's ability to execute the Company's
plan as projected, and there can be no assurances provided of their success with
respect thereto. There can be no assurances whatsoever as to the future
financial performance of the Company. Projections are based upon current
information and certain extrinsic factors, some of which are beyond the control
of the Company, and/or subject to various assumptions, such as the Company's
ability to obtain additional financing and its ability to implement its plan.

Absence of Operating History

   The Company was incorporated on May 7, 1997 but, as discussed, has yet to
commence operations in the internet/e-commerce business as it was previously in
the mining resource industry. To date, the Company has attempted to raise
capital to fund the implementation of its initial goals. The Company has no
revenues from operations, has yet to produce a profit and has no significant
assets. Failure to achieve projected rates of market penetration could
significantly affect the Company's pattern of revenues and expense, and
accordingly future cash flow. Therefore, the Company's stockholders should be
prepared to bear the economic risk of losing their entire investment.

Lack of Public Market

   There is not now, and there may never be, a public market of any kind for
the securities issued by the Company. There is no assurance that the price of
the Company's common stock in any market which may develop will be greater than
the offering price. As a result of these factors, holders of the Company's
common stock may not be able to liquidate their investment.

Compliance with OTCBB Eligibility Rule

The Company's common shares are principally traded on the over the counter
market, with quotations posted on the Over-the-Counter Bulletin Board ("OTCBB").
The Company is filing this registration statement in order to comply with the
reporting obligations contained in NASD Rule 6530. In order to comply with the
obligations contained in Rule 6530, the Company must file this registration
statement with the Securities and Exchange Commission ("SEC") and clear all
comments raised by the SEC by April 5, 2000. There is no assurance that the
Company will be able to clear all SEC comments by this time. If the Company
does not clear all SEC comments by April 5, 2000, the Company's securities will
no longer be eligible for quotation on the OTCBB. If the Company's securities
are no longer eligible for quotation on the OTCBB, the development of a public
market for the Company's securities will be hindered.

<PAGE>
Page 13

Designation as a Penny Stock

   The Company's securities may be deemed "penny stock" as defined in Rule
3a51-1 of the Securities and Exchange Act of 1934, as amended. Such a
designation could have a material adverse effect on the development of the
public market for shares of the Company's common stock or, if such a market
develops, its continuation, since broker-dealers are required to personally
determine whether an investment in such securities is suitable for customers
prior to any solicitation of any offer to purchase these securities. Compliance
with procedures relating to sale by broker-dealers of "penny stocks" may make it
more difficult for purchasers of the Company's common stock to resell their
shares to third parties or to otherwise dispose of such shares.

Ability To Raise Additional Capital

   The Company may not be able to raise additional funds for expansion and/or
growth. If such funds are not available the Company's business may fail and
investors may lose their entire investment. Additional financing may come in the
form of securities offerings or from bank financing. If additional shares are
issued to raise capital, existing shareholders will suffer a dilution of their
stock ownership in the Company. In the event the Company has not achieved
certain milestones, or consummated further financings, the Company will have
severe cash flow and liquidity problems and may cease at that point to be a
viable commercial entity.

Potential Conflicts Of Interest

   There are various interrelationships between the officers and directors of
the Company which may create conflicts of interest that might be detrimental to
the Company.  The Company's directors and officers will deal with any such
conflicts of interest, should they arise, in accordance with applicable
corporate law principles.

No Foreseeable Dividends

   The Company does not anticipate paying dividends on its common stock in the
foreseeable future but plans to retain earnings, if any, for the operation,
growth and expansion of its business.

Failure to Obtain Permits and Licenses

   The operations of the Company may require licenses and permits from various
governmental authorities. There can be no assurance that the Company will be
able to obtain all necessary licenses and permits that may be required to carry
out its plan.

Loss of Interest in Intellectual Property / Claims of Infringement by Third
Parties

   The Company does not have any patents for its technology and has not
registered any of its copyrighted software or trademarks. There can, therefore,
be no assurance that the Company will be able to protect its proprietary rights
from use by its competitors. The commercial success of the Company may also
depend upon its products and services not infringing any intellectual property
rights of others and upon no such claims of infringement being made. Management
is currently unaware of any such infringement or actual or potential claim of
infringement. It is possible, however, that such infringements or claims exist.
If any claims of infringement are made, the Company may be held liable for
damages for such infringement and be required to pay cash compensation. The
Company may also be forced to stop using technology upon which it is currently

<PAGE>
Page 14

dependent if use of that technology is found to infringe proprietary rights held
by others.

Abandonment of Interest in Mineral Property

   As discussed under the section headed "Business Development", the Company
formerly held an interest in 4 mineral properties located in the state of
Sinaloa, Mexico. The Company held the option to acquire a 60% interest in the
properties. The option was exercisable by making staged cash payments,
issuances of common shares and incurring exploration and development
expenditures on the properties. The terms of the option were set out in an
agreement in principle dated September 30, 1997 between the CL Communications
Group and the property owner (the "Agreement in Principle").  CL Communications
Group is an unincorporated entity wholly owned by Chad Lee, president and
director of the Company. CL Communications Group assigned all of its interest
in the Agreement in Principle and the mineral properties to the Company on
September 30, 1997.

Pursuant to the Agreement in Principle, in order to earn its interest in the
properties, the Company was required to pay a total of $900,000 US to the
property owner in staged payments over 3 years. The Company was also required
to incur exploration and development expenditures on the properties of
$4,500,000 US over three years. In addition, the Company was required to issue
3,000,000 common shares to the property owner upon the signing of a formal joint
venture agreement between the parties. The Company was required to make the
above payments solely at its option. Failure to make any of the above payments
was to result in termination of the Agreement in Principle and forfeiture by the
Company of its interest in the properties without further obligation on the part
of the Company.

One cash payment of $30,000 US was made by CL Communications pursuant to the
Agreement in Principle. No other cash payments were made, no exploration and
development expenditures were incurred and no shares were issued. The Company
abandoned its interest in the properties and terminated the option in January of
1999. Termination was discussed with the property owner, who raised no
objections and has not contacted the Company regarding the properties or the
Agreement in Principle since termination.

The Company has been advised by its counsel that the written Agreement in
Principle was drafted in a manner which could cause it to be construed as an
agreement of purchase and sale rather than as an option agreement. Counsel
further advised that if the property owner were to take the position that the
Agreement in Principle was an agreement of purchase and sale and seek full
payment under the terms of the Agreement in Principle, the Company could face
potential liability. Liability would arise if a court were to hold the written
agreement to be a binding agreement of purchase and sale rather than an option
agreement and further hold that the agreement was not terminated by mutual
agreement between the parties.  In such a case, the Company could be liable for
the $870,000 in outstanding cash payments required to be made under the
Agreement in Principle, and could be required to incur the $4,500,000 US
exploration and development expenditures set out in the Agreement in Principle,
or pay some other form of damages. The requirement to issue shares might not
be considered enforceable since a formal joint venture was never entered into.

The Company has never received any indication from the property owner that it
did not regard the Agreement in Principle as an option agreement and has not
been contacted by the property owner regarding further payment under the
Agreement in Principle.  While the outcome of any litigation with respect to

<PAGE>
Page 15

the Agreement in Principle would be uncertain and the Company believes that it
has a valid defence to any claims made by the property owner, the Company
acknowledges that, as a result of the unclear drafting of the written Agreement
in Principle, it may be exposed to potential liability as discussed above.

Currency Fluctuation

   The Company's potential operations make it subject to foreign currency
fluctuation and such fluctuation may adversely affect the Company's financial
position and results. There can be no assurance that steps taken by management
to address foreign currency fluctuations will eliminate all adverse effects and
accordingly, the Company may suffer losses due to adverse foreign currency
fluctuation. Such fluctuations may also influence future contribution margins.

Access to Technology by Competitors

   The technology necessary to create a service such as the one the Company
will be offering exists today and is readily accessible. The Company's line of
business may, therefore, be easily entered by would-be competitors.

Lack of Market Acceptance of the Internet as a Means of Conducting Commercial
Transactions

   Use of the Internet by consumers is at a very early stage of development,
and market acceptance of the Internet as a medium is subject to a high level of
uncertainty. The Company expects to experience significant fluctuations in
operating results in future periods due to a variety of factors, including, but
not limited to:

   -  market acceptance of the Internet as a medium for consumers;
   -  the Company's ability to create and deliver internet content in order to
      attract users to its websites to purchase its product and/or services, and
      to attract advertisers to its websites;
   -  the ability of the Company to produce content which will be attractive
      to a sufficient number of users to generate significant revenues;
   -  intense competition from other providers of related content over the
      Internet;
   -  delays or errors in the Company's ability to effect electronic commerce
      transactions;
   -  the Company's ability to upgrade and develop its systems and
      infrastructure in a timely and effective manner;
   -  technical difficulties, system downtime or Internet brownouts;
   -  the Company's ability to attract customers at a steady rate and maintain
      customer satisfaction;
   -  seasonality of the industry;
   -  seasonality of advertising sales;
   -  Company promotions and sales programs;
   -  the amount and timing of operating costs and capital expenditures relating
      to expansion of the Company's business, operations and infrastructure and
      the implementation of marketing programs, key agreements and strategic
      alliances;
   -  the level of returns experienced by the Company; and
   -  general economic conditions and economic conditions specific to the
      Internet, on-line commerce industry.

<PAGE>
Page 16

Risk Associated With The Year 2000

   Year 2000 related computer failure was expected by many to be widespread
upon the arrival of January 1, 2000. Computer failures were expected as a
result of the fact that numerous older computer programs were written using two
digits rather than four to define the applicable year. It was believed that
date-sensitive software in these programs would recognize a date using "00" as
the year 1900 rather than the year 2000. It was believed that this would result
in system failures or miscalculations causing disruptions of operations,
including, among others, a temporary inability to process transactions, send
invoices or engage in similar normal business activities. Computer problems
related to the arrival of the year 2000 appear to have been extremely limited,
although some did occur and some may still occur.

   Management believes that the Company does not have a material exposure to
the Year 2000 issue with respect to its own information systems since its
existing systems correctly define the Year 2000. The Company intends to conduct
an analysis throughout its development stage to determine the extent to which
its major suppliers' systems (insofar as they relate to the Company's business)
might be vulnerable to Year 2000 related computer failure. The Company is
currently unable to predict the extent to which the Year 2000 issue will affect
its suppliers, or the extent to which it would be vulnerable to its suppliers'
failure to remediate any Year 2000 computer failures on a timely basis. In
particular, most of the purchases from the Company's Internet website will be
made with credit cards. The Company's revenues will be reduced if its customers
are unable to use their credit cards due to Year 2000 computer failures that are
not rectified by their credit card providers.

Dependence on Telecommunication Infrastructure

   The Company's services are dependent on the use of the Internet and
telephone connections. Any interruptions, delays or capacity problems
experienced on the Internet or with the telephone connection could adversely
effect the ability of the Company to provide its services. The
telecommunications industry is subject to regulatory control. Amendments to
current regulations could disrupt or adversely effect the profitability of the
Company's business. The Company's business is highly dependent on its computer
and telecommunications systems for the operation and quality of its services.
The temporary or permanent loss of all or a portion of either system, or
significant replacement delays, for whatever reason, could cause disruption of
the Company's business activities and result in loss of revenues.


                     ITEM 2.   PLAN OF OPERATION

GENERAL

   The Company's business will be conducted almost exclusively through its
website, www.virtuallydating.com. The website is currently operational on a
test basis only. Management expects that the website will be fully operational
by the end of May, 2000. The Company is currently devoting most of its time and
energy to the development of the website. This involves supervising the website
development consultants retained by the Company, providing creative input,
ensuring that the website is operational within the time currently scheduled and
ensuring that the components function in a manner and at a level acceptable to
the Company's management.

<PAGE>
Page 17

   The Company has also begun to focus on marketing activities. Membership
drives and other marketing activities will be the primary component of the
Company's activities once the website is fully functioning.  It is anticipated
that marketing expenses will be the Company's most significant expenses in the
12 months after the launch of the website.

DEVELOPMENT OF THE INTERNET AND E-COMMERCE

   Use of the Internet has expanded rapidly in recent years and is expected
to expand even more rapidly in the years ahead.  Use of the Internet by
businesses has increased dramatically, and a similar increase in use by
individuals for personal (i.e. non-business) reasons is also occurring.
Acceptance of the Internet as a medium for conducting commercial transactions is
also increasing dramatically, with more and more individuals making purchases or
paying bills over the internet. As a result, the Company believes that the
market for the Company's services is also currently expanding rapidly.
Management will focus its efforts on capturing a share of this expanding market
over the course of the next 12 months.

MARKETING STRATEGIES

   Management believes that marketing will be the key to the Company's success
in the short term and in the long term. As a result, management intends to
focus much of its energies in the 12 month period following launch of the
website on marketing activities. The Company intends to advertise online,
through print media and possibly, depending on the resources available, through
television, radio and billboards. The goal is to capture, at a minimum, 50,000
subscribing members in each of the three years following the launch of the
website, for a total of 150,000 members within three years of launch. The
target market for the Company's service is single adults, aged 18-49, with basic
computer skills and access to the internet. The Company intends to focus on the
North American market in the short term and consider other markets at a later
date.

ONLINE ADVERTISING

   Online advertising can take a number of different forms. Banner
advertising is the most common form. Banner advertisements are small banners
which appear on the perimeter of another Company's website and provide
information about the advertising company. Generally, a link to the advertising
company's website will be provided. The Company intends to place banner
advertisements on those websites which management believes will enable the
Company to most effectively reach its target market.

   Affiliations with other websites also provide an avenue for marketing for
internet companies. Companies with similar markets can form various types of
strategic alliances to promote one another's products and services. The key
component is usually a link to the affiliate company's website. By forging
strategic partnerships with key industry players, the Company hopes to be able
to increase traffic on its website. One such arrangement has already been
negotiated by the Company.  By agreement dated November 30, 1999, the Company
agreed to act as a sponsor of Student Advantage Inc. ("Student Advantage") a
Company which provides various resources to college students in the US. This
sponsorship agreement runs from January 1, 2000 to March 31, 2000. At a total
cost of $12,800, the Company will receive online marketing support from Student
Advantage. Support will be in the form of banner advertisements and in the form
of inclusion in the Student Advantage February membership e-mail sent to 50,000
Student Advantage members. The Company will be permitted to provide Student

<PAGE>
Page 18

Advantage members with an e-mail message containing a link to the Company's
website.

   Another form of online advertising being considered by the Company involves
sponsoring e-mails or newsletters sent by other internet companies. Through
payment of a sponsorship fee, the Company would be shown as the sponsor of a
particular e-mail or newsletter sent by an entity to its members. By selecting
an entity with a large membership, the Company can reach large target markets.
A message identifying the sponsor and a link to the sponsor's website are
provided.

   Management intends to explore the various forms of online advertising
available and to focus its initial energy on this sector because of the
relatively low cost and the ability to reach its target market (i.e. personal
computer users) effectively. It will, however, assess other marketing tools and
utilize those which it feels will enable it to reach its target market in the
most efficient and cost effective manner.

PRINT MEDIA, T.V., RADIO AND BILLBOARDS

   While management is of the view that online advertising will initially be
the most cost-effective marketing tool, it also believes that other, more
traditional methods of marketing will be effective and must be developed to the
fullest extent possible. It envisions placing advertisements in the personals
sections of major newspapers and in high circulation magazines with general
readership to brand the VirtuallyDating name and to expose the Company to a
wider audience. Determination as to whether these types of advertisements will
be placed will depend on funds available after the launch of the website. In
addition, advertisements on television, radio and on billboards will be
considered and utilized if the Company has the capital available to purchase
advertising space/time from these sources.

REVENUE STREAMS

   As discussed under the section entitled "Business of the Company", the
Company has identified three potential sources of revenue: membership fees,
e-commerce and banner advertising revenues. Membership fees will be charged to
users who wish to utilize the Company's matchmaking services. E-commerce
revenues will be derived from the send-a-gift feature which will allow
subscribing members to send gifts to other members of the website. Banner
advertising revenues will be generated through the sale of advertising space on
the Company's website.  Refer to the section entitled "Business of the Company"
for further details.

CASH REQUIREMENTS

The Company currently has sufficient working capital to meet its operating
requirements for a period of 6 months. Management will be seeking to arrange
additional equity financing for the Company in the upcoming months. Any
additional funds raised will likely be utilized for marketing, website
development and maintenance and for general and administrative expenses. The
quantity of funds to be raised and the terms of any equity financing to be
undertaken will be negotiated by the Company's management as opportunities to
raise funds arise. As discussed in the section entitled "Employees and
Consultants", the Company will be required to incur an additional $125,000 in
expenditures to complete the development of and roll out its website. This
represents the balance of the fees which the Company is required to pay to
Stratford (the Company's website development consultants) in connection with the
development of the Company's website. This amount is payable upon completion of

<PAGE>
Page 19

development of the website and, if necessary, upon completion of appropriate
financing by the Company. Specific plans related to marketing and any
additional website development which may occur after the website becomes
operational will be devised once financing has been completed and management
knows what funds will be available for these purposes. If additional financing
is unavailable, the Company will, to the extent possible, rely on revenue
generated from memberships and other sources identified above to meet its
financial needs. There is no guarantee, however, that revenues from ongoing
operations will be sufficient to meet the Company's working capital requirements
on an ongoing basis. Refer to the section entitled "Risk Factors" herein.

ADDITIONAL WEBSITE DEVELOPMENT

   Once the website is launched, the Company intends to continue to develop
new features which will make the website more attractive to prospective members.
Proposed features may include the development of live video chat functions for
members whose personal computers have the capacity to perform video
conferencing/interaction. In addition, the Company intends to create a webpage
entitled "Hey Bartender" which would provide recipes for alcoholic cocktails.
Members would be invited to post their own favorite recipes on the page.
Another section entitled "Postcards Form Stanley" may be created. This section
would feature travel reviews of destinations geared towards singles.

                    ITEM 3.   DESCRIPTION OF PROPERTY

OFFICE SPACE

   Pursuant to a Lease Agreement between the Company, 570679 B.C. Ltd. and
Marlene Schluter dated November 1, 1999, the Company pays a total of $1,987.50
(Canadian) per month for office space. The lease is for a two-year term and
commenced on November 1, 1999. The lease expires on October 31, 2001.  The
Company rents a total of 1,152 feet of office space pursuant to the lease
agreement. Rent payments are made to 570679 B.C. Ltd. Marlene Schluter is
party to the Lease Agreement as a guarantor only and receives no direct or
indirect material benefit from the Lease Agreement.

COMPUTER EQUIPMENT

   The Company currently leases the following computer equipment at a cost of
$133.67 per month (including applicable taxes):

   -  Campus Pentium Celeron 366MMX Processors (2)
   -  17" Flat Screen SVGA Color Monitors (2)
   -  Hewlett Packard Scanjet 4200C Printer (1)
   -  60 Watt Power Amplified Speakers (2)

   The Company also owns the following processors, which will act as the
servers for the data comprising the Company's website:

   -  3 Compaq Proliant 1600R Pentium 3 - 500 Megahertz Servers
   -  Sun E450 Server
- -   Sun Netra T-1 (Front End) Server

<PAGE>
Page 20

  ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth certain information regarding the beneficial
ownership of the Company's issued and outstanding common stock as of January 25,
2000 by (i) each person who is known to the Company to be the beneficial owner
of more than 5 percent of the Company's common stock; (ii) named directors and
executive officers; and (iii) all directors and executive officers of the
Company as a group:


Name and address of beneficial     Amount and nature of    Percent of class (1)
    owner                            beneficial owner
- -------------------------------------------------------------------------------

Chad D. Lee                              5,500,000 (2)           41.8%
(President, Chief Financial
Officer and Director)
61-12411 Jack Bell Drive
Richmond, British Columbia
Canada


Marlene C. Schluter                      2,500,000 (2)           19.0%
(Secretary, Treasurer and Director)
2233 Lillooet Street
Vancouver, British Columbia
Canada


Harvey H. Cohen                                  0 (2)            0.0%
(Vice President and Director)
8278 Tugboat Place
Vancouver, British Columbia
Canada

Directors and Officers as a Group
(3 persons)                              8,000,000               60.8%
- --------------------------------------------------------------------------------

(1)     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.

(2)     The persons named in the table have sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by them.


            ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                             AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

   The following table sets forth, as of the date of this registration
statement, the name, age, and position of the officers and directors of the
Company and the date of appointment of such officer or director:

<PAGE>
Page 21
Name                         Age               Position (1)

Chad D. Lee (2)              31          Director,  President and CEO

Marlene Schluter (3)         36          Director, Secretary and Treasurer

Harvey H. Cohen (4)          75          Director and Vice President


(1)   Pursuant to the Company's Bylaws, all directors serve until such time as
      their successor has been elected, until they resign or until they are
      removed by majority vote at a meeting of the Company's shareholders.
      Officers are elected by the Company's directors and serve until such time
      as their successor is appointed, until they resign or until they are
      removed by the directors. None of the Company's directors and officers
      hold positions with other reporting companies.

(2)   Marlene Schluter was appointed as Secretary and Treasurer of the Company
      on October 27, 1997.

(3)   Chad Lee was appointed as President of the Company on April 15, 1998.
      Prior to being appointed as President, Mr. Lee acted as Vice-President of
      the Company from October 24, 1997 until he was appointed as President.

(4)   Harvey H. Cohen was appointed as Vice-President of the Company on April
      15, 1998.

Chad D. Lee

   Mr. Lee, the founder of what is now Online Innovation Inc., is a graduate
of the University of British Columbia where he focused his studies on the field
of Urban Land Economics. He has used his skills in strategic management,
financial analysis and planning, contract negotiation, and business planning to
develop new companies and to assist established companies with operations. Mr.
Lee is also the Principal of CL Communications Group where he has developed and
implemented multi-media marketing strategies for several publicly traded
companies. Mr. Lee brings to the Company expertise in strategic management,
demonstrating strong leadership in visioning, corporate strategy development and
deployment with a clear focus on achieving results. Utilizing his expertise in
strategic visioning, he has diversified the company's focus to the
communications and hi-tech Internet sectors with the acquisition and further
development of the Company's technology assets.

   From March, 1991 to February, 1995 Mr. Lee was employed by Summit Motors, a
motor vehicle dealership located in Vancouver, British Columbia. Mr. Lee was
responsible for warranty claims, invoicing, sales, business development and
quality assurance. From February, 1995 to September, 1996, Mr. Lee was employed
by Ensign Pacific Lease Ltd., a motor vehicle leasing company also based in
Vancouver, British Columbia. He was responsible for invoicing, budgets, credit,
revenue forecasts, business development, customer satisfaction and quality
assurance. From October, 1996 to the present, Mr. Lee has been the president
and director of C.L. Communications Group.  Mr. Lee has been a director of the
Company since October, 1997 and has acted as its president since April, 1998.

Ms. Marlene C. Schluter

   Ms. Schluter is a graduate of Simon Fraser University with a Bachelor of
Education (B Ed.). She was employed by the public school system at the

<PAGE>
Page 22

elementary and secondary school levels, specializing in Business and Math. In
addition, she was also an active member in the school counseling programs. Ms.
Schluter has furthered her professional career by attending courses in the
Master of Business Administration Program at the University of British Columbia
concentrating in the areas of International Trade and Finance. With this
education, she went on to work in the Financial Industry with Yorkton Securities
where she completed the Canadian Securities Course (CSC) and Series 63 and 67
for qualification in the United States. Ms. Schluter acted as a Broker's
Assistant and as a Broker with Yorkton Securities Inc.  She was employed by
Yorkton Securities Inc. from April, 1991 to December, 1996. From February, 1997
to July, 1997, Ms. Schluter acted as executive assistant and performed investor
relations services for CKD Ventures Ltd., a Vancouver, British Columbia based
mineral exploration company. She has acted as director, corporate secretary and
treasurer of the Company since October of 1997.

Harvey H. Cohen

   Mr. Cohen graduated from the University of British Columbia with a
Bachelor's degree in Physical Sciences / Mining Engineering.  He has been a
registered member of the Association of Professional Engineers and Geoscientists
of British Columbia since 1954 and is also a lifetime member of the Canadian
Institute of Mining, Metallurgy and Petroleum. During the course of his career
he has acted for numerous publicly traded companies in the mining sector.  Mr.
Cohen has been semi-retired for approximately ten years and was involved with
the Company at the outset to provide advice on matters related to its mineral
properties.

SIGNIFICANT EMPLOYEES

   The Company has no employees. All services are performed by consultants.
Refer to the section headed "Employees and Consultants" under "Business of the
Company" above.

FAMILY RELATIONSHIPS

   There are no family relationships among the Company's directors or
officers.

INVOLVEMENT IN LEGAL PROCEEDINGS

   During the past five years, no director or officer of the Company has been:

   -  a general partner or executive officer of a business against which a
      bankruptcy petition was filed;
   -  convicted in a criminal proceeding or is currently subject to a pending
      criminal proceeding;
   -  subject to any order, judgement or decree of any court of competent
      jurisdiction permanently or temporarily enjoining, barring, suspending
      him/her from, or otherwise limiting his/her involvement in, any type of
      business, securities or banking activities; or
   -  found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law.

<PAGE>
Page 23

                         ITEM 6.   EXECUTIVE COMPENSATION

   The following table provides a summary of the compensation paid to the
Company's Chief Executive Officer for the year ended June 30, 1999. No officers
of the Company received in excess of $100,000 in annual salary and bonus. The
Company's Chief Executive Officer has received no compensation other than
salary.

     Summary Compensation Table
- -----------------------------------------------------------------------------
                                                                   Annual
Name and Principal Position           Year Ended                Compensation
                                                                   Salary
- -----------------------------------------------------------------------------
Chad Lee, President & Director       June 30, 1999              $30,000 (1)
- -----------------------------------------------------------------------------

(1)     The cash compensation shown was paid to Mr. Lee pursuant to management
agreements between the Company and a company wholly owned by Mr. Lee.

   As of the date of this registration statement, the Company has not paid
any bonuses or granted any stock awards, options or stock appreciation rights to
any officer, director or employee. The Company has no arrangements for the
compensation of directors and officers for their services as directors and
officers

          ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Pursuant to a management agreement made effective as of November 1, 1997,
the Company pays $2,500 per month to MCS Management Ltd., a company wholly owned
by Ms. Marlene C. Schluter, director, secretary and treasurer of the Company,
for management services provided to the Company by MCS Management Ltd.

   Pursuant to a management agreement made effective as of July 1, 1999, the
Company pays $2,500 per month to Netgain Management Solutions Inc., a company
wholly owned by Mr. Chad D. Lee, president and director of the Company, for
management services provided to the Company by Netgain Management Solutions Inc.

   The Company has not been a party to any other transactions during the past
two years, and is not currently a party to any other transaction, in which any
directors, officers or holders of greater than five percent of the Company's
securities, or any immediate family members of any of the foregoing, have any
direct or indirect material interest.

                        ITEM 8.   DESCRIPTION OF SECURITIES

   The Company is authorized to issue 75,000,000 shares of common stock at a
par value $.001 per share.

VOTING RIGHTS

   Holders of shares of common stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders. Shares of common stock do not

<PAGE>
Page 24

have cumulative voting rights, which means that the holders of the majority of
the shareholder votes eligible to vote and voting for the election of the Board
of Directors can elect all members of the Board of Directors

DIVIDEND RIGHTS

   Holders of record of shares of common stock are entitled to receive
dividends when and if declared by the Board of Directors out of funds of the
Company legally available therefore.

PREEMPTIVE RIGHTS

   Holders of common stock do not have any preemptive rights to subscribe for
or to purchase any stock, obligations or other securities of the Company.

CHARTER AND BYLAW PROVISIONS CONCERNING CHANGES IN CONTROL

   There is no provision in the Company's by-laws or other incorporating
documents that would delay, defer or prevent a change in control of the Company.

TRANSFER AGENT

   The transfer agent for the Company is Signature Stock Transfer, at 14675
Midway Road, Suite #221, Dallas, Texas.

<PAGE>
Page 25


                                    PART II

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

MARKET INFORMATION

Principal Market

   The Company's common shares are principally traded on the over the counter
market, with quotations posted on the Over-the-Counter Bulletin Board under the
ticker symbol ONIN. Prior to May 5, 1999, the common shares of the Company
traded under the ticker symbol SLOG, reflecting the previous name of the
Company, Sinaloa Gold Corp. On May 5, 1999, the Company began trading under the
ticker symbol ONIN.

   The Company is filing this registration statement in order to comply with
the reporting obligations contained in NASD Rule 6530. In order to comply with
the obligations contained in Rule 6530, the Company must file this registration
statement with the Securities and Exchange Commission ("SEC") and clear all
comments raised by the SEC by April 5, 2000. There is no assurance that the
Company will be able to clear all SEC comments by this time. If the Company
does not clear all SEC comments by April 5, 2000, the Company's Securities will
no longer be eligible for quotation on the Over-the-Counter Bulletin Board.
Refer to "Risk Factors" herein.

High and Low Bid Information

   The common shares of the Company began trading on February 24, 1998 under
the ticker symbol SLOG on the OTC-BB.  The following table sets out high and
low sale prices for the Company's common shares for each quarter starting on the
date the Company's common shares began trading on the OTC-BB:

     Quarter Ended               High          Low
     -------------               ----          ---
     March 31, 1998              1.10          0.90
     June 30, 1998               1.20          0.44
     September 30, 1998          0.75          0.34
     December 31, 1998           0.62          0.12
     March 31, 1999              0.56          0.18
     June 30, 1999               3.31          0.21
     September 30, 1999          5.56          2.37
     December 31, 1999           6.50          4.50
     -------------------         ----          ----

<PAGE>
Page 26

   Quote data is obtained from Canada Stockwatch. Quotations posted on the
OTC-BB reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

HOLDERS

   As at January 25, 2000, there were approximately 61 stockholders of record
holding 13,155,000 common shares of the Company.

DIVIDENDS

   The Company has not declared any cash dividends on its common shares for
the last 2 fiscal years or any subsequent interim period. The Company does not
intend to pay cash dividends in the foreseeable future.

                     ITEM 2.   LEGAL PROCEEDINGS

   There are no legal proceedings reportable pursuant to this section. As of
the date of this Registration Statement, the Company has not been served with
notice of any legal proceedings and does not contemplate undertaking any legal
proceedings.

         ITEM 3.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

   Inapplicable.

            ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES

   On May 8, 1997 the Company issued 500,000 shares of its common stock at a
price of $0.001 per share for aggregate cash proceeds of $500. The shares were
issued to CK Dragon Trust. The trustee of CK Dragon Trust is Charlene Kalk who
was the Company's incorporator and was its sole director and officer at the time
the shares were issued. None of the beneficiaries of the trust are directors or
officers of the Company. The shares were issued in reliance on the exemption
from registration contained in sections 4(2) and 3(b) of the Securities Act of
1933 (the "Securities Act") and on Rule 504 of Regulation D promulgated
thereunder.

   On September 30, 1997, the Company issued 8,500,000 shares of its common
stock at a deemed price of $0.00353 per share (aggregate value $30,000). The
shares were issued to CL Communications Group, an unincorporated entity wholly
owned by Chad D. Lee, president and director of the Company. The shares were
issued as consideration for the assignment of all of the interest then held by
CL Communications Group in 4 mineral properties located in the state of Sinaloa,
Mexico. The shares were issued in reliance on the exemption from registration
contained in sections 4(2) and 3(b) of the Securities Act and on Rule 504 of
Regulation D promulgated thereunder.

   On October 23, 1997 the Company completed a private sale of 1,500,000
shares of its common stock at a price of $0.01 per share for aggregate cash
proceeds of $15,000. Shares were sold to 3 purchasers, each purchaser
subscribing for 500,000 shares. The offering was made without registration
under the Securities Act in reliance on the exemption from registration
contained in sections 4(2) and 3(b) of the Securities Act and on Rule 504 of

<PAGE>
Page 27

Regulation D promulgated thereunder. The purchasers were Zalipher Business
Trust (500,000 shares), Tony Wong (500,000 shares) and Corby Lee (500,000
shares).
   On April 2, 1999 the Company issued 400,000 shares of its common stock at a
deemed price of $0.50 per share (aggregate value $200,000). The shares were
issued to Mr. Darin Wong as consideration for the transfer of the assets of
Online Innovation to the Company. Online Innovation was a private
unincorporated entity owned by Mr. Wong. Its primary assets were the
intellectual property and business concepts which now form the core of the
Company's assets, including the domain name www.virtuallydating.com. The shares
were issued in reliance on the exemption from registration contained in sections
4(2) and 3(b) of the Securities Act and on Rule 504 of Regulation D promulgated
thereunder.

On April 6, 1999, the Company completed a sale of 205,000 shares of its common
stock at a price of $0.50 per share for aggregate cash proceeds of $102,500.
Shares were sold to 3 purchasers.  The offering was made without registration
under the Securities Act in reliance on the exemption from registration
contained in sections 4(2) and 3(b) of the Securities Act and on Rule 504 of
Regulation D promulgated thereunder. The purchasers were Noble Pursuits Ltd.
(85,000 shares), Keith Sheedy (20,000 shares) and Aberdeen Holdings Ltd.
(100,000 shares).

   On April 15, 1999, the Company completed a sale of 1,600,000 units at a
price of $0.50 per unit for aggregate cash proceeds of $800,000. Each unit
consisted of one share of the Company's common stock and one share purchase
warrant. Each share purchase warrant is for a term of 2 years and entitles the
holder to purchase an additional share of the Company's common stock at a price
of $0.50 until April 15, 2000 or at a price of $0.60 any time after April 15,
2000 but before April 15, 2001. Units were sold to 11 purchasers.  The
offering was made without registration under the Securities Act in reliance on
the exemption from registration contained in sections 4(2) and 3(b) of the
Securities Act and on Rule 506 of Regulation D promulgated thereunder. The
following table outlines the names of the purchasers of the respective number
shares purchased:

- -------------------------------------------------------------------------------
NAME                                        SHARES PURCHASED
- -------------------------------------------------------------------------------
Clyde Resources Ltd.                            400,000
- -------------------------------------------------------------------------------
Nottinghill Resources Ltd.                      400,000
- -------------------------------------------------------------------------------
Laiy Limited                                    100,000
- -------------------------------------------------------------------------------
Iguana Investments Ltd.                          50,000
- -------------------------------------------------------------------------------
482047 B.C. Ltd.                                100,000
- -------------------------------------------------------------------------------
482047 B.C. Ltd.                                 50,000
- -------------------------------------------------------------------------------
Milan Ilich                                      50,000
- -------------------------------------------------------------------------------
Kathleen G. Winton                               50,000
- -------------------------------------------------------------------------------
D. Bruce Horton                                  50,000
- -------------------------------------------------------------------------------
ICCON Derivatives Trading Inc. (BVI)             50,000
- -------------------------------------------------------------------------------
Martin Rakin                                    200,000
- -------------------------------------------------------------------------------
Bloomfield International Ltd.                   100,000
- -------------------------------------------------------------------------------

    On January 4, 2000, a total of 450,000 shares were issued by the Company
pursuant to the exercise of share purchase warrants issued in conjunction with
the unit offering.

   As of January 25, 2000, 11,105,000 shares of the Company's common stock
were issued and sold pursuant to Rule 504 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and 1,600,000 units,

<PAGE>
Page 28

each consisting of one share of the Company's common stock and one warrant to
purchase a Share of the Company's common stock were issued and sold pursuant to
Rule 506 of Regulation D promulgated under the Securities Act. The securities
issued by the Company pursuant to Rule 504 were all issued in connection with an
offering which was completed prior to the April 7, 1999 effectiveness of an
amendment to Rule 504, which altered the requirements for the resale of
unrestricted securities pursuant to such Rule. Consequently, they are not
"restricted securities" as such term is defined in Rule 144. Conversely, the
securities issued by the Company pursuant to Rule 506 are deemed to be
restricted under Rule 144. Accordingly, with the exception of shares owned by
"affiliates" (as such term is defined in Rule 144) of the Company, all of the
Company's shares of common stock issued pursuant to Rule 504, may be resold in
brokerage transactions without restriction, while the shares of common stock
issued pursuant to Rule 506 are restricted from resale as indicated below.

   Shares owned by affiliates or issued pursuant to Rule 506, which are
restricted securities, are so restricted for at least an initial period of one
year from the purchase thereof. Following this one-year period, shares issued
pursuant to Rule 506 and shares owned by affiliates may then be sold in
brokerage transactions, subject to certain requirements of Rule 144, including
the volume limitation requirements, which provide that such persons would be
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of (i) 1% of the then outstanding shares of common stock,
or (ii) the average weekly reported trading volume on all national securities
exchanges, the NASDAQ National Market, and the OTC Bulletin Board during the
four calendar weeks preceding such sale. Any "free trading" and unrestricted
shares which may be owned by affiliates of the issuer are likewise subject to
the foregoing limitation on resale without regard to when they were acquired or
how long they have been held. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.

            ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Under the General Corporation Law of the State of Delaware, the Company is
permitted to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, officer or employee of the Company or
served any other enterprise as a director, officer or employee at the request of
the Company. Such persons may be indemnified against expenses (including
attorney's fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with such action, suit or proceeding.
In order to qualify for such indemnification, the person must have acted in good
faith and in a manner he/she believed to be in (or not opposed to) the best
interests of the Company.  With respect to a criminal proceeding, the person
must have had no reasonable cause to believe his/her action was unlawful.

   Determination as to whether a person who qualifies for indemnification in
accordance with the criteria set out above will in fact be indemnified by the
Company shall be made on a case by case basis by a majority vote of a quorum of
the Company's board of directors, excluding directors who were not parties to
the action, suit or proceeding in question.  If no such quorum is attainable,
the determination may be made by independent legal counsel or by the Company's
stockholders.

<PAGE>
Page 29

                   PART F/S:   INDEX TO FINANCIAL STATEMENTS

1.   Financial Statements for the 6-month period ended December 31, 1999 with
     comparative figures for the six month period ended December 31, 1998.

2.   Audited Financial Statements for the year ended June 30, 1999 with
     comparative figures for the year ended December 31, 1998.


<PAGE>

                                            MOEN AND COMPANY
                                          CHARTERED ACCOUNTANTS

PO Box 10129
1400 IBM Tower                                     Telephone:     (604)662-8899
701 West Georgia Street                            Fax:           (604)662-8809
Vancouver, BC  V7Y 1C6

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


                       INDEPENDENT ACCOUNTANT'S REPORT
                       -------------------------------



To the Directors and Shareholders of
Online Innovation, Inc. (A Delaware Corporation)
(formerly Sinaloa Gold Corp.)
(A Development Stage Company)

We have reviewed the accompanying Balance Sheets of Online Innovation, Inc. (A
Delaware Corporation) (formerly Sinaloa Gold Corp.) (A Development Stage
Company) as of December 31, 1999 and December 31, 1998, and the Statements of
Loss and Deficit, Cash Flows and Stockholders' Equity for the six month periods
then ended. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with United States generally accepted accounting principles (GAAP).


                                                          /s/Moen and Company

                                                          Chartered Accountants

Vancouver, British Columbia, Canada
January 10, 2000 and doubledated
March 10, 2000 as to comparative figures


<PAGE>

                               ONLINE INNOVATION, INC.
                            (formerly Sinaloa Gold Corp.)
                               (A Delaware Corporation)
                            (A Development Stage Company)
                                    Balance Sheet
                                  December 31, 1999
                                   (In U.S. Dollars)
                                      (Unaudited)
                     (With Comparative Figures At December 31, 1998)

<TABLE>
<CAPTION>
                                        ASSETS
                                                                         1999           1998
                                                                   -------------    -------------
<S>                                                                <C>              <C>
Current Assets
  Cash                                                             $    312,831     $     15,810
  Prepaid expense                                                         1,371              --
                                                                   -------------    -------------
                                                                        314,202           15,810
Mineral properties, at cost                                                 --           900,000
Fixed assets
  Computer equipment, at net depreciated cost (Note 5)                   58,960              --
                                                                   -------------    -------------
                                                                   $    373,162     $    915,810
                                                                   =============    =============

                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued                                     $      2,500     $      1,750
  Loans, unsecured, non interest bearing and with no
   specific terms of repayment                                              --            34,667
  Note payable and accrued interest                                         --            19,358
  Mineral property agreement payable, current portion                       --           570,000
  Due to related parties                                                    --            40,000
  Agreement payable - Stratford Internet Technologies (Note 6(b))       125,000              --
                                                                   -------------    -------------
                                                                        127,500          665,775
                                                                   -------------    -------------
Long Term Debt
  Mineral property agreement payable - long term portion                    --           300,000
                                                                   -------------    -------------
                                                                        127,500          965,775
                                                                   -------------    -------------

Stockholders' Equity
  Capital Stock (Note 3)
   Authorized:
    75,000,000 common shares at $0.001 par value
   Capital stock subscribed and unissued (Note 16)                      225,000              --
   Issued and outstanding - 12,705,000 common shares                     12,705            10,585
   Paid in capital in excess of par value of stock                    1,135,295            77,415
  Deficit accumulated during development stage (note 1)              (1,127,338)         (137,965)
Cumulative tranlation                                                      (512)              --
                                                                   -------------    -------------
                                                                        245,662           (49,965)
                                                                   -------------    -------------
                                                                   $    373,162     $     915,810
                                                                   =============    =============
</TABLE>

Approved on Behalf of the Board

     /s/Chad D. Lee                   , Director
     ---------------------
     /s/Marlene C. Schluter           , Director
     ----------------------


            See Accompanying Notes and Independent Accountant's Report

<PAGE>

                             ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                            (A Delaware Corporation)
                          (A Development Stage Company)
                          Statement of Loss and Deficit
                        Six Months Ended December 31, 1999
                                (In U.S. Dollars)
                                  (Unaudited)
         (With Comparative Figures for Six Months Ended December 31, 1998)



<TABLE>
<CAPTION>
                                                                         1999           1998
                                                                   -------------    -------------
<S>                                                                <C>              <C>
Administration Costs
   Depreciation                                                    $    4,816       $      --
   Filing and transfer agent fees                                       3,598              900
   Financing Costs                                                        --             3,300
   Management and consulting fees                                      96,000            3,500
   Office expenses, net                                                23,981           11,789
   Professional fees                                                    7,503            2,651
   Promotion, investor relations, and investor communications          25,708            1,650
   Computer technology and website costs                              407,202              --
   Website marketing/Banner advertising costs                           9,032              --
   Travel expenses                                                      4,314              --
                                                                   -------------    -------------
Net loss for the period                                               522,154           23,790

Deficit, Beginning of period                                          544,672          114,175
                                                                   -------------    -------------
Deficit, End of period                                             $1,126,826       $  137,965
                                                                   =============    =============
Net Loss per Share, Basic and Diluted                              $    (0.05)           (0.01)
                                                                   =============    =============
</TABLE>


                See Accompanying Notes and Independent Accountant's Report

<PAGE>

                               ONLINE INNOVATION, INC.
                            (formerly Sinaloa Gold Corp.)
                              (A Delaware Corporation)
                            (A Development Stage Company)
                               Statement of Cash Flows
                          Six Months Ended December 31, 1999
                                  (In U.S. Dollars)
                                    (Unaudited)
         (With Comparative Figures for Six Months Ended December 31, 1998)

<TABLE>
<CAPTION>
                                                                         1999           1998
                                                                   -------------    -------------
<S>                                                                <C>              <C>
Cash Provided by (Used for)
Operating Activities
   Net loss for the period                                          $  (582,154)    $   (23,790)
   Item not requiring use of cash:
     Depreciation                                                         4,816             --
   Cumulative translation                                                   543             --
   Changes in non-cash working capital items
     Prepaid expense (increase)                                          (1,371)            --
     Accounts payable and accrued (decrease)                            (21,608)            --
     Agreement payable                                                  125,000             --
                                                                   -------------    -------------
                                                                       (474,774)        (23,790)
                                                                   -------------    -------------
Investing Activities
   Fixed assets purchased                                               (63,342)            --
                                                                   -------------    -------------
Financing Activities
   Capital stock subscribed, shares unissued                            225,000             --
   Loans from related parties (repaid)                                  (31,689)         21,667
                                                                   -------------    -------------
                                                                        193,311          21,667
                                                                   -------------    -------------
(Decrease) in Cash during the period                                   (344,805)         (2,123)

Cash, Beginning of period                                               657,636          17,933
                                                                   -------------    -------------
Cash, End of period                                                  $  312,831     $    15,810
                                                                   =============    =============
</TABLE>

               See Accompanying Notes and Independent Accountant's Report

<PAGE>

                                         ONLINE INNOVATION, INC.
                                      (formerly Sinaloa Gold Corp.)
                                         (A Delaware Corporation)
                                      (A Development Stage Company)
                                    Statement of Stockholders' Equity
                                            December 31, 1999
                                            (in U.S. Dollars)
                                               (Unaudited)
===============================================================================
<TABLE>
<CAPTION>
                                    Number of               Additional     Total        Retained                      Total
                                    Common       par          Paid-in     Capital       Earnings     Cumulative    Shareholders'
                                    Shares      Value        Capital       Stock        (Deficit)   Translation       Equity
                                    ---------   -----       ----------    -------       --------    -----------     ------------
<S>                                <C>          <C>       <C>          <C>           <C>                 <C>           <C>
Net loss for eleven month period
  ended June 30, 1998                                                                  $(114,175)                      $(114,175)
Issued for cash, @$0.01             1,500,000   $1,500        13,500      $15,000                                         15,000
Issued for cash, @$0.001              500,000      500                        500                                            500
Issued for property deposit,
  @$0.0035                          8,500,000    8,500        21,500       30,000                                         30,000
                                   ---------------------------------------------------------------------------------------------
                                   10,500,000   10,500        35,000       45,500       (114,175)                        (68,675)

Shares subscribed and fully paid
  but unissued (issued 2/16/99)
  @$0.50                               85,000       85        42,415       42,500                                         42,500
                                   ---------------------------------------------------------------------------------------------
Balance, June 30, 1998             10,585,000   10,585        77,415       88,000       (114,175)                        (26,175)
  Net loss for six months ended
  December 31, 1998                                                                      (23,790)                        (23,790)
                                   ---------------------------------------------------------------------------------------------
Balance, December 31, 1998         10,585,000   10,585        77,415       88,000       (137,965)                        (49,965)
                                   ==============================================================================================
Balance, June 30, 1998             10,585,000   10,585        77,415       88,000       (114,175)                        (26,175)
  Net loss for the year ended
  June 30, 1999                                                                         (430,497)                       (430,497)
Cumulative translation                                                                                   (1,055)          (1,055)
2/16/99 issued for cash, @$0.50        20,000       20         9,980       10,000                                         10,000
4/20/99 issued for cash, @$0.50       100,000      100        49,900       50,000                                         50,000
6/2/99 issued for private
  business (note 7), @$0.50           400,000      400       199,600      200,000                                        200,000
6/22/99 issued for cash, @$0.50
  (note 14)                         1,600,000    1,600       798,400      800,000                                        800,000
                                   ---------------------------------------------------------------------------------------------
Balance, June 30, 1999             12,705,000    12,705    1,135,295    1,148,000       (544,672)        (1,055)         602,273
  Net loss for six months ended
  December 31, 1999                                                                     (582,154)                       (582,154)
  Cumulative translation                                                                                    543              543
  Shares subscribed and fully
  paid but unissued, @$0.50           450,000       450      224,550      225,000                                        225,000
                                   ---------------------------------------------------------------------------------------------
Balance, December 31, 1999         13,155,000   $13,155   $1,359,845   $1,373,000    $(1,126,826)         $(512)        $245,662
                                   ==============================================================================================
</TABLE>


           See Accompanying Notes and Independent Accountant's Report

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)

Note 1.   BUSINESS OPERATIONS

         a)  The Company was incorporated on May 7, 1997 under the Company Act
             of the State of Delaware, U.S.A. and commenced business on August
             1, 1997.  The Company changed it's name from Micro Millennium, Inc.
             to Sinaloa Gold  Corp. on October 16, 1997 and subsequently changed
             it's name from Sinaloa Gold Corp. to Online Innovation, Inc. on
             April 8, 1999.

         b)  The Company is in its development stage in the internet/e-commerce
             industry and was previously in the mining resource industry and
             has not generated any revenues from its planned operations.  The
             deficit to December 31, 1999 has been accumulated during the
             development stage.

Note 2.     SIGNIFICANT ACCOUNTING POLICIES

a)     Administration Costs

Administration costs are written off to operations when incurred.

b)     Translation of Foreign Currency

     The functional currency of the Company is the Canadian Dollar and the
reporting currency is the United States Dollar.

     The assets, liabilities, and operations of the Company are expressed in the
functional currency of the Company, the Canadian Dollar, in conformity with US
GAAP, before they are translated into the reporting currency, the United States
Dollar.

     Monetary assets and liabilities are translated at the current rate of
exchange.

     The weighted average exchange rate for the period is used to translate
revenue, expenses, and gains or losses from the functional currency to the
reporting currency.

     The gain or loss on translation is reported as a separate component of
stockholders' equity and not recognized in net income.  Gains or losses on
remeasurement are recognized in current net income.

     Gains or losses from foreign currency transactions are recognized in
current net income.

     Fixed assets are measured at historical exchange rates that existed at the
time of the transaction.

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 2.     SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     Depreciation is remeasured at historical exchange rates that existed at the
time the underlying related asset was acquired.

     An analysis of the changes in the cumulative translation adjustment as
disclosed as part of stockholders' equity, is as follows:

                                Six Months Ended           Year Ended
                                  December 31,               June 30,
                              -------------------------------------------------
                                1999       1998        1999             1998
                              -------------------------------------------------
Beginning Balance             $  (1,055)  $  --      $       --      $       --
Changes during the period           543      --          (1,055)             --
                              -------------------------------------------------
Ending Balance                $    (512)  $  --      $   (1,055)             --
                              =================================================

     Capital accounts are translated at their historical exchange rates when the
capital stock was issued.

     The effect of exchange rate changes on cash balances is reported in the
statement of cash flows as a separate part of the reconciliation of change in
cash and cash equivalents during the year.

c)     Comparative Figures

     These unaudited interim financial statements also include comparative
figures for the six month period ended December 31, 1998.

d)     Abandonment of Interest in Mineral Properties

Depressed metal prices and the lack of available financing caused the Company to
abandon its interest in its mineral properties, by Company Resolution dated
January 18, 1999.

Option payments by the Company were to total $900,000, of which $30,000 had been
paid.  The total amount of $900,000 was capitalized by the Company, with
liability of $870,000 for the total of further option payments relating to the
properties.

The business segment was in the mining resource industry.

The loss resulting from the abandonment of the mineral properties is $30,000
which is the payment by the Company toward the total option payments, and the
loss is disclosed in the financial statements of the Company for the fiscal year
ended June 30, 1999.

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 2.     SIGNIFICANT ACCOUNTING POLICIES (cont'd)

The mineral properties were capitalized as the Company received the right to use
the assets and the benefits and rights normally inherent in ownership of the
properties were to be transferred to the Company.  This was based upon the
intention of the Company to raise the total payments to acquire ownership of the
properties.

Payments totalling $900,000 were contingent upon signing of a joint venture
agreement with the vendor.  Negotiation of the joint venture agreement had not
taken place and, as a result, the Company discontinued its interest in the
property.

The Company recorded the balance of $870,000 as a current liability until it
abandoned the mineral properties and then offset that amount against the total
cost of $900,000 to arrive at the loss on abandonment of $30,000.

There is no residual value to the Company in this write off.

Note 3.     CAPITAL STOCK

a)     Authorized:  75,000,000  common  shares  at  $0.001  par  value.
b)     Common shares issued and outstanding are as follows:

                                                        Shares           $
                                                      ----------     ---------
Balance, June 30, 1998 and December 31,1998           10,500,000     $  45,500
                                                      ----------     ---------
Issued during the period:
          for cash                                     1,805,000       902,500
          for private business                           400,000       200,000
                                                      ----------     ---------
                                                       2,205,000     1,102,500
                                                      ----------     ---------
Balance, June 30, 1999                                12,705,000    $1,148,000
                                                      ==========     =========
Balance, December 31, 1999
 (No shares were issued for six months ended
  December 31, 1999)                                  12,705,000    $1,148,000
                                                      ==========     =========
c) Capital stock subscribed and unissued on
   exercise of warrants as at December 31, 1999          450,000       225,000
                                                      ==========     =========

d)     Warrants outstanding
There are 1,150,000 common share purchase warrants outstanding as at December
31, 1999 to be exercised at $0.50 per common share to April 14, 2000 and
thereafter at $0.60 per share to April 14, 2001, after exercise of 450,000
warrants to December 31, 1999 (see (c), above and Note 16).

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 4.     RELATED PARTY TRANSACTIONS:

a)     Management fees in the total amount of $30,000 are recorded for the six
months ended December 31, 1999, at $2,500 per month each for Ms. Marlene
Schluter, Director and Officer of the Company and Mr. Chad Lee, Director and
Officer of the Company, or consulting companies owned by them.
b)     Ms. Marlene Schluter and Mr. Chad Lee were reimbursed for travel and
office costs paid on behalf of the Company, of $5,630.96 and $3,238.52,
respectively, during the six months ended December 31, 1999

Note 5     FIXED ASSETS - COMPUTER EQUIPMENT

The Company depreciates its computer equipment using the declining-balance basis
at the rate of 30% per annum.

The cost and accumulated depreciation at December 31, 1999 are as follows:

                                          December 31,
                                  ----------------------------
                                     1999             1998
                                     ----             ----
     Cost                        $  63,853        $   ---
     Accumulated depreciation       (4,893)           ---
                                    -------          ------
     Net depreciated cost     $     58,960        $   ---
                                    ======           ======

Note 6.     COMPUTER TECHNOLOGY AND WEBSITE COSTS

a)     Acquisition From Online Innovation

The Company by resolution dated April 2, 1999 acquired from Online Innovation, a
non-reporting private Canadian unincorporated entity, 100% interest in all of
its proprietary and intellectual property associated with its business plan and
concepts and its world wide web site domain name:  www.virtuallydating.com.

Consideration for this purchase is the issuance of 400,000 common shares of the
Company at a price of $0.50 per share.  These shares were issued on June 2, 1999
and the amount of $200,000 has been included as an expense of operations for the
year ended June 30, 1999.

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 6.     COMPUTER TECHNOLOGY AND WEBSITE COSTS (cont'd)

b)     Agreement with Stratford Internet Technologies.

By agreement dated July 30, 1999 between the Company and Stratford Internet
Technologies ("Stratford"), Stratford has been engaged to create, maintain,
upgrade and supply artwork, computer files, and coding for a website at
www.virtuallydating.com for the amount of $400,000 US and 300,000 common shares
- -----------------------
of the Company.  The payment schedule is as follows:

i)     a deposit of $275,000 US upon delivery of the contract.  This amount has
been paid,
ii)    the balance of $125,000 US which is due upon the Company raising
secondary financing.  The Company has received $225,000 US to December 31, 1999
on the exercise of 450,000 share purchase warrants.  The obligation to pay
$125,000 US to Stratford is disclosed as a current liability as at December 31,
1999.
iii)    the issuance of 300,000 common shares, restricted under Rule 144, which
will bear a one year tradable restriction upon contract delivery.  The
obligation to issue these shares has not been recorded in these financial
statements but is disclosed as a contingent liability in Note 15.

Note 7.     LEASE OBLIGATIONS

a)     Computer Lease
On June 1, 1999, the Company entered into a 36 month lease with Leasing Solution
(Canada) Inc. for computer equipment to be used by the Company.  Lease payments
are expensed as they are paid.  Lease obligations are as follows:

     2000     CAD$     1,604
     2001     CAD$     1,604
     2002     CAD$     1,337

b)     Lease of Premises
The Company entered into a lease for offices on April 1, 1998 with 535424 BC
Ltd. for three years for monthly rent and costs of CAD$827.63 plus GST.  This
agreement was terminated on October 31, 1999.

c)     Lease of Premises
     The Company entered into a lease for offices on November 1, 1999 with
570679 BC Ltd. for three years for monthly rent and costs of CAD$1,987.50.

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 7.     LEASE OBLIGATIONS (cont'd)

     The first and the last months rent of  CAD$3,975.00 (CAD$1,987.50 X 2) is
due at the time of signing.  This amount has been paid and CAD$1,987.50
(US$1,371) is recorded as prepaid expense as at December 31, 1999.

Note 8     COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION ARRANGEMENT

a)     The Company does not have a stock option plan or deferred compensation
plan as at December 31, 1999.
b)     No liability for potential pension costs has been recorded at December
31, 1999.

Note 9     NET LOSS PER SHARE

Net loss per common share is computed by dividing net loss by the weighted
average of shares outstanding during the period.

Note 10     INCOME TAXES/SOFTWARE COSTS AND WEBSITE DEVELOPMENT COSTS

a)     The Company has losses carried forward to future years of $1,127,338.
The potential tax benefit has not been recorded, as an equivalent reserve has
been provided due to unlikely application of the loss.
b)     Software costs and website development costs are considered by the
Company as incurred during the preliminary project stage and accordingly are
expensed as incurred and included in the losses carried forward in (a), above.
Internal and external training costs will be expensed as incurred.

Note 11  FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, prepaid expense and
deposit, accounts payable and agreement payable. It is management's opinion that
the Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments.  The fair value of these financial
statements approximates their carrying values.

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 12  PRIVATE PLACEMENT

a)     By resolution dated April 15, 1999, the directors determined to effect a
private placement to total 3.2 million common shares of the Company at a price
of $0.50 per share with one share purchase warrant entitling the buyer to
purchase one additional common share of the Company at a purchase price of $0.50
per common share at any time prior to the first anniversary of the date of
acceptance on April 15, 1999 or at a purchase price of $0.60 per common share at
any time after the first anniversary but prior to the second anniversary of the
acceptance.

b)     Of the above placement, the Company received subscriptions for 1,600,000
common shares and received $800,000.  An Issuance Resolution covering the
issuance of these shares was approved by the Company on June 22, 1999.  There
are 1,150,000 common share purchase warrants outstanding at December 31, 1999.

Note 13  CONSULTING AGREEMENTS

a)     Fortune Capital Management (USA) Inc.

By agreement dated March 31, 1999, the Company agreed to retain Fortune Capital
Management (USA) Inc. as a consultant to provide corporate finance services and
related office administration services to the Company for a consultant fee of
$6,000 per month, for a period of one year commencing on the date of this
agreement.  The term of this agreement may only be extended by the written
agreement of the Company and the consultant.  The Company may terminate the
agreement at its option upon the breach by the consultant of its obligations
pursuant to the agreement provided that the Company has given written notice of
default to the consultant and the consultant has failed to remedy the default
within 30 days of receipt of written notice from the Company.  The consultant
may terminate the agreement at any time upon thirty days written notice to the
Company.  The agreement may not be assigned by the consultant without the prior
written consent of the Company.

b)     The Pinnacle Group

i)     By agreement dated April 14, 1999, the Company appointed The Pinnacle
Group as the company's financial public relations advisor for a period of six
months commencing May 1, 1999 for $3,500 per month to develop and execute an
investor relations/financial communications program.
ii)     The Pinnacle Group will also receive a negotiated quantity of
performance based stock options.  No shares were issued and there is no
obligation to issue shares or stock options as this agreement has been
terminated.
iii)     This agreement was cancelled in July 1999 and a final payment of $3,500
was paid in August 1999.

<PAGE>

                            ONLINE INNOVATION, INC.
                          (formerly Sinaloa Gold Corp.)
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                (in U.S. Dollars)
                                   (Unaudited)


Note 13  CONSULTING AGREEMENTS (cont'd)

c)     535424 BC Ltd.

The Company has engaged 535424 BC Ltd. to provide the Company with professional
marketing, research and developmental services at a total cost of $2,500 per
month plus GST of $175.

Note 14  STOCK OPTIONS

a)     As at February 2, 1999 the Company granted to Fordee Management Company
with stock options to purchase 400,000 common share of the Company at a price of
$0.20 per share with the expiry date of October 3, 2002.  These options are
outstanding as at December 31, 1999.

b)     Fordee Management Company is a third party and in compliance with EITF
96-18 the amount of cost currently recognized in the accounts of the Company is
"zero" as the terms of issuance of the shares is dependent upon exercise of the
options and it would be inappropriate to recognize a cost until the shares are
issued.

The option to Fordee Management Company is to that company as an investor
providing financing to the Company and therefore any recognition of costs
relating to this option does not apply in the opinion of the SEC Observer to the
task force

Note 15  CONTINGENT LIABILITIES

a)     Liability to issue common shares
By agreement dated July 30, 1999 as outlined in Note 6(b), above, the Company
engaged Stratford Internet Technologies to design and maintain an e-commerce
website for the Company.  An additional obligation of the Company, in this
agreement, is the obligation to issue 300,000 common shares upon completion of
the website.  As the website had not been completed by December 31, 1999, these
shares are not recorded as at that date and no paid up cost or value related
thereto has been recorded in these financial statements.

b)     Agreement with Student Advantage, Inc.
By letter agreement dated November 30, 1999 between the Company and Student
Advantage, Inc. ("Student Advantage"), studentadvantage.com carrying on business
as Student Advantage, Inc., agrees to provide marketing services for
virtuallydating as follows:

<PAGE>

Note 15  CONTINGENT LIABILITIES (cont'd)

i)     inclusion in the Student Advantage membership e-mail to be sent to
approximately 50,000 Student Advantage members during February 2000, with the
exact date to be determined.
                                              Net cost     $     3,800
ii)     120 X 90 persistent button throughout  the Dating and Relationship
Channel with the timing to be from January 1, 2000 to March 31, 2000.
                                              Net cost          9,000
                                                                -----
                                               Total     $     12,800
                                                               ======

No costs have been recorded relating to this agreement to December 31, 1999.

Note 16  SUBSEQUENT EVENT

Subsequent to December 31, 1999, 450,000 shares were issued at a price of $0.50
per share by the exercise of share purchase warrants to December 31, 1999 (Note
13) netting the Company $225,000.  This amount has been received by December 31,
1999 and is recorded in stockholders' equity as capital stock subscribed and
unissued.  The shares were subsequently issued on January 4, 2000.



<PAGE>

                                  MOEN AND COMPANY
                               CHARTERED ACCOUNTANTS

PO Box 10129
1400 IBM Tower                                        Telephone:   (604)662-8899
701 West Georgia Street                                     Fax:   (604)662-8809
Vancouver, BC  V7Y 1C6





                             INDEPENDENT AUDITORS' REPORT
                             ------------------------------



To the Directors and Shareholders of
Online Innovation, Inc. (A Delaware Corporation)
(formerly Sinaloa Gold Corp.)
(A Development Stage Company)

We have audited the Balance Sheets of Online Innovation, Inc. (A Delaware
Corporation) (formerly Sinaloa Gold Corp.) (A Development Stage Company) as at
June 30, 1999, and June 30, 1998, and the Statement of Loss and Deficit, Cash
Flows and Shareholders' Equity 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 an audit to obtain
reasonable assurance 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.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 1999, and June
30, 1998 and the results of its operations and the Statement of Cash Flows and
Shareholders' Equity for the years then ended, in conformity with United States
generally accepted accounting principles (GAAP).



                                                           /s/MOEN AND COMPANY
Vancouver, British Columbia, Canada
September 17, 1999                                        Chartered Accountants

<PAGE>

                            ONLINE INNOVATION, INC.
                           (A DELAWARE CORPORATION)
                         (FORMERLY SINALOA GOLD CORP.)
                         (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                                JUNE 30, 1999
                               (IN U.S. DOLLARS)
                                                              1999         1998
                                                              ----         ----
                                    ASSETS

Current Assets
   Cash                                           $     657,636     $    17,933
                                                        -------          ------
Investment in Mineral Properties, at cost                    --         900,000
                                                        -------         -------
Fixed assets
   Computer equipment, at cost                              511              --
   Less: accumulated depreciation                           (77)             --
                                                        -------         -------
                                                                             --
                                                        -------         -------
                                                            434              --
                                                        -------         -------
                                                  $     658,070     $   917,933
                                                       ========         =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
   Accounts payable and accrued                   $      24,108     $     1,750
  Loans, unsecured, non interest bearing and with
     with no specific terms of repayment                    --           13,000
   Note payable and accrued interest                        --           19,358
   Mineral property agreement payable, current
     portion (Note 2)                                       --          570,000
   Due to related parties (Note 4)                       31,689          40,000
                                                        -------         -------
                                                         55,797         644,108
                                                        -------         -------
Long term debt
   Mineral property agreement payable - long term
     portion (Note 2)                                        --         300,000
                                                         ------         -------
Shareholders' Equity
   Capital Stock (Note 3)
    Authorized:
     75,000,000 common shares at $0.001 par value
    Issued and outstanding
     12,705,000 common share (1998 - 10,585,000 shares)   12,705        10,585
    Paid in capital in excess of par value of stock    1,135,295        77,415
   Deficit accumulated during development stage
     (note 1)                                          (544,672)       (114,175)
   Cumulative translation                                (1,055)             --
                                                        -------         -------
                                                        602,273         (26,175)
                                                        -------        --------
                                                  $     658,070    $    917,933
                                                        =======         =======
Approved on Behalf of the Board

     /s/Chad D. Lee                    , Director
     -------------
     /s/Marlene C. Schluter            , Director
     ---------------------

             SEE ACCOMPANYING NOTES AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                            ONLINE INNOVATION, INC.
                           (A DELAWARE CORPORATION)
                         (FORMERLY SINALOA GOLD CORP.)
                         (A DEVELOPMENT STAGE COMPANY)
                         STATEMENT OF LOSS AND DEFICIT
                            YEAR ENDED JUNE 30, 1999
                                (IN U.S. DOLLARS)

                                                                   Eleven Month
                                                                   Period Ended
                                                                       June 30,
                                                             1999          1998
                                                             ----          ----

Administration Costs
   Depreciation                                        $      77     $       --
   Filing and transfer agent fees                          3,939          1,251
   Financing costs                                         3,300         19,250
   Interest, bank charges and foreign exchange             1,231            108
   Management and consulting fees                        110,125         55,400
   Office expenses, net                                   13,696         10,270
   Professional fees                                      12,616         19,334
   Promotion, investor relations, and investor
    communications                                        10,480          3,450
   Loss on termination of mineral property option
    agreement                                             30,000             --
   Computer technology and website costs                 220,122             --
   Website marketing/Banner advertising costs             22,759
   Travel expenses                                         2,152          5,112
                                                          ------         ------
Net loss for the year                                    430,497        114,175
Deficit, Beginning of year                               114,175             --
                                                         -------        -------
Deficit, End of year                                   $ 544,672     $       --
                                                         =======        =======
                                                                        114,175
                                                                        =======
Net Loss per Share, Basic and Diluted                  $   (0.04)    $    (0.01)
                                                         =======        =======










             SEE ACCOMPANYING NOTES AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                            ONLINE INNOVATION, INC.
                           (A DELAWARE CORPORATION)
                         (FORMERLY SINALOA GOLD CORP.)
                         (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                             YEAR ENDED JUNE 30, 1999
                                 (IN U.S. DOLLARS)


                                                                   Eleven Month
                                                                   Period Ended
                                                                       June 30,
                                                             1999          1998
                                                             ----          ----
Cash Provided by (Used for)
Operating Activities
   Net loss for the year                               $(430,497)    $ (114,175)
   Items not requiring use of cash:
    Common shares issued for computer technology
        and website costs                                200,000             --
     Depreciation                                             77             --
    Loss on termination of mineral property option
        agreement                                         30,000             --
    Cumulative translation                                (1,055)            --
    Changes in non-cash working capital items
        Accounts payable and accrued increase             22,358          1,750
        Mineral property agreement payable              (870,000)       870,000
                                                        --------        -------
                                                      (1,049,117)       757,575
                                                     -----------        -------

Investing Activities
   Investment in mineral property                        870,000       (870,000)
   Fixed assets purchased                                   (511)            --
                                                         -------        -------
                                                         869,489       (870,000)
                                                         -------      ---------
Financing Activities
   Capital stock issued for cash                         902,500         15,500
   Capital stock subscribed and paid - shares unissued   (42,500)        42,500
   Loans                                                 (13,000)        13,000
   Note payable and accrued interest                     (19,358)        19,358
   Due to related parties                                 (8,311)        40,000
                                                         -------        -------
                                                         819,331        130,358
                                                         -------        -------
Increase in Cash During the Year                         639,703         17,933
Cash, Beginning of Year                                   17,933             --
                                                         -------        -------
Cash, End of Year                                      $ 657,636     $   17,933
                                                        ========      =========


            SEE ACCOMPANYING NOTES AND INDEPENDENT AUDITORS' REPORT



<PAGE>

                            ONLINE INNOVATION, INC.
                           (A DELAWARE CORPORATION)
                         (FORMERLY SINALOA GOLD CORP.)
                         (A DEVELOPMENT STAGE COMPANY)
                      STATEMENT OF SHAREHOLDERS' EQUITY
                           YEAR ENDED JUNE 30, 1999
                              (IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                    Number of               Additional     Total        Retained                      Total
                                    Common       par          Paid-in     Capital       Earnings     Cumulative    Shareholders'
                                    Shares      Value        Capital       Stock        (Deficit)   Translation       Equity
                                    ---------   -----       ----------    -------       --------    -----------     ------------
<S>                                <C>          <C>       <C>          <C>              <C>             <C>            <C>
Net loss for eleven month period
  ended June 30, 1998                                                                  $(114,175)                      $(114,175)
Issued for cash, @$0.01             1,500,000   $1,500        13,500      $15,000                                         15,000
Issued for cash, @$0.001              500,000      500                        500                                            500
Issued for property deposit,
  @$0.035                           8,500,000    8,500        21,500       30,000                                         30,000
                                   ---------------------------------------------------------------------------------------------
                                   10,500,000   10,500        35,000       45,500       (114,175)                        (68,675)

Shares subscribed and fully paid
  but unissued (issued 2/16/99)        85,000       85        42,415       42,500                                         42,500
                                   ---------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1998             10,585,000   10,585        77,415       88,000       (114,175)                        (26,175)
Net loss for year ended
  June 30, 1999                                                                         (431,552)                       (430,497)
Cumulative translation                                                                                   (1,055)          (1,055)
2/16/99 issued for cash, @$0.50        20,000       20         9,980       10,000                                         10,000
4/20/99 issued for cash, @$0.50       100,000      100        49,900       50,000                                         50,000
6/2/99 issued for private
  business (note 7), @$0.50           400,000      400       199,600      200,000                                        200,000
6/22/99 issued for cash, @$0.50
  (note 14)                         1,600,000    1,600       798,400      800,000                                        800,000
                                   ---------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1999             12,705,000   $12,705   $1,135,295   $1,148,000      $(545,727)       $(1,055)       $ 602,273
                                   =============================================================================================
</TABLE>









            SEE ACCOMPANYING NOTES AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)

Note 1.  BUSINESS OPERATIONS

        a) The Company was incorporated on May 7, 1997 under the Company Act of
           the State of Delaware, U.S.A. and commenced business on August 1,
           1997.  The Company changed it's name from Micro Millennium, Inc. to
           Sinaloa Gold Corp. on October 16, 1997 and subsequently changed it's
           name from Sinaloa Gold Corp. to Online Innovation, Inc. on April 8,
           1999.

        b) The Company is in its development stage in the computer industry and
           was previously in the mining resource industry has not generated any
           revenues from its planned operations.  The deficit to June 30, 1999
           has been accumulated during the development stage.

Note 2.  SIGNIFICANT ACCOUNTING POLICIES

        a) Investment in Mineral Properties

           The Company discontinued its interest in the mining resource industry
           during the year ended June 30, 1999 and as a result wrote off its
           investment in mineral properties of $900,000 and its related option
           payment liabilities of $870,000. The loss on termination of the
           mineral property option agreement of $30,000 has been written off as
           a cost of the current fiscal year ended June 30, 1999.

        b) Administration Costs

           Administration costs are written off to operations when incurred.

        c) Translation of Foreign Currency

           The functional currency of the Company is the Canadian Dollar and the
           reporting currency is the United States Dollar.

           The assets, liabilities, and operations of the Company are expressed
           in the functional currency of the Company, the Canadian Dollar, in
           conformity with US GAAP, before they are translated into the
           reporting currency, the United States Dollar.

           Monetary assets and liabilities are translated at the current rate of
           exchange.

           The weighted average exchange rate for the period is used to
           translate revenue, expenses, and gains or losses from the functional
           currency to the reporting currency.

           The gain or loss on translation is reported as a separate component
           of stockholders' equity and not recognized in net income.  Gains or
           losses on remeasurement are recognized in current net income.

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)


Note 2.  SIGNIFICANT ACCOUNTING POLICIES (cont'd)

           Gains or losses from foreign currency transactions are recognized in
           current net income.

           Fixed assets are measured at historical exchange rates that existed
           at the time of the transaction.

           Depreciation is remeasured at historical exchange rates that existed
           at the time the underlying related asset was acquired.

           An analysis of the changes in the cumulative translation adjustment
           as disclosed as part of stockholders' equity, is as follows:

                                                           Year Ended
                                                             June 30,
                                                    ---------------------------
                                                       1999             1998
                                                    ---------------------------
    Beginning Balance                              $         --    $         --
    Changes during the period                            (1,055)             --
                                                    ---------------------------
    Ending Balance                                 $     (1,055)             --
                                                    ===========================

          Capital accounts are translated at their historical exchange rates
          when the capital stock was issued.

          The effect of exchange rate changes on cash balances is reported in
          the statement of cash flows as a separate part of the reconciliation
          of change in cash and cash equivalents during the year.

       d) Abandonment of Interest in Mineral Properties

          Depressed metal prices and the lack of available financing caused the
          Company to abandon its interest in its mineral properties, by Company
          Resolution dated January 18, 1999.

          Option payments by the Company were to total $900,000, of which
          $30,000 had been paid.  The total amount of $900,000 was capitalized
          by the Company, with liability of $870,000 for the total of further
          option payments relating to the properties.

          The business segment was in the mining resource industry.

          The loss resulting from the abandonment of the mineral properties is
          $30,000 which is the payment by the Company toward the total option
          payments, and the loss is disclosed in the financial statements of the
          Company for the fiscal year ended June 30, 1999.

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)


Note 2.  SIGNIFICANT ACCOUNTING POLICIES (cont'd)

          The mineral properties were capitalized as the Company received the
          right to use the assets and the benefits and rights normally inherent
          in ownership of the properties were to be transferred to the Company.
          This was based upon the intention of the Company to raise the total
          payments to acquire ownership of the properties.

          Payments totalling $900,000 were contingent upon signing of a joint
          venture agreement with the vendor.  Negotiation of the joint venture
          agreement had not taken place and, as a result, the Company
          discontinued its interest in the property.

          The Company recorded the balance of $870,000 as a current liability
          until it abandoned the mineral properties and then offset that amount
          against the total cost of $900,000 to arrive at the loss on
          abandonment of $30,000.

       e) Basis of Presentation

          These financial statements are prepared in accordance with United
          States Generally Accepted Accounting Principles (GAAP).

Note 3.  CAPITAL STOCK

        a) Authorized:  75,000,000  common  shares  at  $0.001  par  value.
        b) Common shares issued and outstanding are as follows:

                                               1999                 1998
                                     --------------------- --------------------
                                      Shares        $       Shares        $
                                    ----------  --------  ----------  ---------
        Balance
          June 30, 1998            10,500,000     45,500          --         --
        Issued during the year:
          for cash                  1,805,000    902,500   2,000,000     15,550
          for private business        400,000    200,000          --         --
          for property deposit             --         --   8,500,000     30,000
                                   --------------------------------------------
                                    2,205,000  1,102,500  10,500,000     45,500
                                   --------------------------------------------
        Balance, June 30, 1999
          & 1998                   12,705,000 $1,148,000  10,500,000  $  45,500
                                    ===========================================
        Shares subscribed but
          not issued until
          subsequent year                                     85,000     42,500
                                                          ---------------------
                                                          10,585,000     88,000
                                                          =====================

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)

Note 4.  RELATED PARTY TRANSACTIONS:

        a) Management fees in the total amount of $60,000 (1998 - $40,000) are
           recorded for the year ended June 30, 1999, at $2,500 per month each
           for Ms. Marlene Schluter, Director and Officer of the Company and Mr.
           Chad Lee, Director and Officer of the Company, or consulting
           companies owned by them.

        b) $31,689 is due to Mr. Chad Lee, Director and Officer of the Company,
           as at June 30, 1999.  This amounts is unsecured, bears no interest
           and has no specific terms of repayment.

        c) Ms. Marlene Schluter and Mr. Chad Lee were reimbursed for travel and
           office costs paid on behalf of the Company, of $6,562.25 and
           $5,420.21, respectively, during the year ended June 30, 1999 (1998 -
           $4,737.55 and $6,564.19)

Note 5  FIXED ASSETS - COMPUTER EQUIPMENT

        The Company depreciates its computer equipment using the declining
        balance basis at the rate of 30% per annum.

        The cost and accumulated depreciation at June 30, 1999 are as follows:

                   Cost                            $     511
                   Accumulated depreciation              (77)
                                                         ---
                                                   $     434
                                                         ===

Note 7.  COMPUTER TECHNOLOGY AND WEBSITE COSTS

        a) Acquisition From Online Innovation

           The Company by resolution dated April 2, 1999 acquired from Online
           Innovation, a non-reporting private Canadian unincorporated entity,
           100% interest in all of its proprietary and intellectual property
           associated with its business plan and concepts and its world wide web
           site domain name:  www.virtuallydating.com.

           Consideration for this purchase is the issuance of 400,000 common
           shares of the Company at a price of $0.50 per share.  These shares
           were issued on June 2, 1999 and the amount of $200,000 has been
           included as an expense of operations for the year ended June 30,
           1999.

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)

Note 6.  COMPUTER TECHNOLOGY AND WEBSITE COSTS (cont'd)

        a) Agreement with Stratford Internet Technologies.

           By agreement dated July 30, 1999 between the Company and Stratford
           Internet Technologies ("Stratford"), Stratford has been engaged to
           create, maintain, upgrade and supply artwork, computer files, and
           coding for a website at www.virtuallydating.com for the amount of
                                   -----------------------
           $400,000 US and 300,000 common shares of the Company.  The payment
           schedule is as follows:

            i)   a deposit of $275,000 US upon delivery of the contract.  This
                 amount has been paid,
            ii)  the balance of $125,000 US which is due upon the Company
                 raising secondary financing.  The Company has received $225,000
                 US to December 31, 1999 on the exercise of 450,000 share
                 purchase warrants.  The obligation to pay $125,000 US to
                 Stratford is disclosed as a current liability as at December
                 31, 1999.
            iii) the issuance of 300,000 common shares, restricted under Rule
                 144, which will bear a one year tradable restriction upon
                 contract delivery.  The obligation to issue these shares has
                 not been recorded in these financial statements but is
                 disclosed as a contingent liability in Note 15.

Note 8.  LEASE OBLIGATIONS

        a) Computer Lease
           On June 1, 1999, the Company entered into a 36 month lease with
           Leasing Solution (Canada) Inc. for computer equipment to be used by
           the Company.  Lease payments are expensed as they are paid.  Lease
           obligations are as follows:

                    2000     CAD$     1,604
                    2001     CAD$     1,604
                    2002     CAD$     1,337

        b) Lease of Premises
           The Company entered into a lease of premises on April 1, 1998 with
           535424 BC Ltd. for three years for monthly rent and costs of
           CAD$827.63 plus GST.  Obligations relating to this lease are as
           follows:

                    2000     CAD$     9,632
                    2001     CAD$     8,860

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)


Note 9  COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION ARRANGEMENT

        The Company does not have a stock option plan or deferred compensation
        plan as at June 30, 1999.

Note 10 NET LOSS PER SHARE

        Net loss per common share is computed by dividing net loss by the
        weighted average of shares outstanding during the year.

Note 11 INCOME TAXES

        The Company has losses carried forward to future years of $558,727.  The
        potential tax benefit has not been recorded, as an equivalent reserve
        has been provided due to unlikely application of the loss.

Note 12 FINANCIAL INSTRUMENTS

        The Company's financial instruments consist of cash, accounts payable
        and accrued, loan payable and due to related party. It is management's
        opinion that the Company is not exposed to significant interest,
        currency or credit risks arising from these financial instruments.  The
        fair value of these financial statements approximated their carrying
        values.

Note 13 YEAR 2000

        The Year 2000 issue arises because many computerized systems use two
        digits rather than four to identify a year.  Date-sensitive systems may
        recognize the year 2000 as 1900 or some other date, resulting in errors
        when information using year 2000 dates is processed.  In addition,
        similar problems may arise in some systems which use certain dates in
        1999 to represent something other than a date.  The effects of the Year
        2000 issue may be experienced before, on, or after January 1, 2000, and,
        if not addressed, the impact on operations and financial reporting may
        range from minor errors to significant systems failure which could
        affect the Company's ability to conduct normal business operations.

        It is not possible to be certain that all aspects of the Year 2000 issue
        affecting the Corporation, including those related to the efforts of
        customers, suppliers, or other third parties, will be fully resolved.
        However, the Company is presently attending to resolve any potential Y2K
        problems.


<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)


Note 14 PRIVATE PLACEMENT

        a) By resolution dated April 15, 1999, the directors determined to
           effect a private placement to total 3.2 million common shares of the
           Company at a price of $0.50 per share with one share purchase warrant
           entitling the buyer to purchase one additional common share of the
           Company at a purchase price of $0.50 per common share at any time
           prior to the first anniversary of the date of acceptance on April 15,
           1999 or at a purchase price of $0.60 per common share at any time
           after the first anniversary but prior to the second anniversary of
           the acceptance.

        b) Of the above placement, the Company received subscriptions for
           1,600,000 common shares and received $800,000.  An Issuance
           Resolution covering the issuance of these shares was approved by the
           Company on June 22, 1999.  There are 1,600,000 common share purchase
           warrants outstanding on June 30, 1999, relating to the issuance of
           these common shares.

Note 15 CONSULTING AGREEMENTS

        a) Fortune Capital Management (USA) Inc.

           By agreement dated March 31, 1999, the Company agreed to retain
           Fortune Capital Management (USA) Inc. as a consultant to provide
           corporate finance services and related office administration services
           to the Company for a consultant fee of $6,000 per month, for a period
           of one year commencing on the date of this agreement.  The term of
           this agreement may only be extended by the written agreement of the
           Company and the consultant.  The Company may terminate the agreement
           at its option upon the breach by the consultant of its obligations
           pursuant to the agreement provided that the Company has given written
           notice of default to the consultant and the consultant has failed to
           remedy the default within 30 days of receipt of written notice from
           the Company.  The consultant may terminate the agreement at any time
           upon thirty days written notice to the Company.  The agreement may
           not be assigned by the consultant without the prior written consent
           of the Company.

        b) The Pinnacle Group

           i)   By agreement dated April 14, 1999, the Company appointed The
                Pinnacle Group as the company's financial public relations
                advisor for a period of six months commencing May 1, 1999 for
                $3,500 per month to develop and execute an investor relations/
                financial communications program.
           ii)  The Pinnacle Group will also receive a negotiated quantity of
                performance based stock options.
           iii) The agreement may be cancelled by either party for any reason
                upon 30 days written notice.

<PAGE>

                            ONLINE INNOVATION, INC.
                            (A DELAWARE CORPORATION)
                          (FORMERLY SINALOA GOLD CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                (IN U.S. DOLLARS)


Note 15 CONSULTING AGREEMENTS (cont'd)

        c) 535424 BC Ltd.

           The Company has engaged 535424 BC Ltd. to provide the Company with
           professional marketing, research and developmental services at a
           total cost of $2,500 per month plus GST of $175.

Note 16 STOCK OPTIONS

        a) As at February 2, 1999 the Company granted to Fordee Management
           Company with stock options to purchase 400,000 common share of the
           Company at a price of $0.20 per share with the expiry date of October
           3, 2002.  These options are outstanding as at June 30, 1999.

        b) Fordee Management Company is a third party and in compliance with
           EITF 96-18 the amount of cost currently recognized in the accounts of
           the Company is "zero" as the terms of issuance of the shares is
           dependent upon exercise of the options and it would be inappropriate
           to recognize a cost until the shares are issued.

           The option to Fordee Management Company is to that company as an
           investor providing financing to the Company and therefore any
           recognition of costs relating to this option does not apply in the
           opinion of the SEC Observer to the task force.

<PAGE>

                                    PART III

                         ITEM 1.   INDEX TO EXHIBITS

Exhibit                                                      Sequential
Number           Description                                 Page Number
- -------------   ------------                                 ------------

2.1    Certificate of Incorporation dated May 7, 1997;
       Certificate of Amendment dated October 16, 1997;
       and Certificate of Amendment dated April 8, 1999.

2.2    - Bylaws of Micro Millennium, Inc.
       - Resolution of the board of directors approving
         amendment to the By-Laws of Micro Millenium, Inc.
6.1    Material Contracts:
       - Sponsorship Agreement between Student Advantage, Inc.
         and the Company, dated November 30, 1999.

       - Custom Affiliate Agreement between KnowledgeWeb, Inc.
         and the Company, dated November 8, 1999.

       - Lease Agreement between 570679 B.C. Ltd. as Lessor and
         the Company as Lessee, dated November 1, 1999.

       - Agreement between Netgain Management Solutions Inc. and
         the Company, dated July 1, 1999, for management and
         administrative services provided by Netgain Management
         Solutions Inc.

       - Agreement between 535424 B.C. Ltd., the Company, dated
         April 1, 1999, for professional media buying/marketing
         services provided by 535424 B.C. Ltd.

       - Agreement between Stratford Internet Technologies, Inc.
         and the Company dated July 30, 1999, for services related
         to the development, design and maintenance of the Company's
         internet based products and services.

       - Purchase Agreement between Sinaloa Gold Corp. and the Online
         Innovation, dated April 2, 1999.

       - Consulting Agreement between Fortune Capital Management (USA)
         Inc. and the Company, dated March 31, 1999.

       - Option Agreement between Fordee Management Company and the
         Company, dated February 2, 1999.

<PAGE>

       - Agreement between MCS Management Ltd. and the Company, dated
         November 1, 1998, for management and administrative services
         provided by MCS Management Ltd.

       - Agreement in Principle between Minera Fuerte Mayo and CL
         Communications Group, dated September 30, 1997.

       - Assignment Agreement between Sinaloa Gold Corp. and CL
         Communications Group, dated September 30, 1997.

27.1   Financial Data Schedule

<PAGE>

Exhibit 2.1

                      CERTIFICATE OF INCORPORATION

                                   OF

                         MICRO MILLENNIUM, INC.

     FIRST.     The name of this corporation shall be:

                         MICRO MILLENNIUM, INC.

     SECOND.   Its registered office in the State of Delaware is
to be located at 4001 Kennett Pike #134, in the City of Wilmington,
County of New Castle, 19807 and its registered agent at such
address is SAMUEL WIERDLOW, INC.

     THIRD.   The purpose or purposes of the corporation shall be:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH.   The total number of shares of stock which this corporation is
authorized to issue is:

      Seventy Five Million (75,000,000) shares at $.001 par value.

     FIFTH.   The name and address of the incorporator is as follows:

                        Charlene Kalk
                        Samuel Wierdlow, Inc.
                        4001 Kennett Pike # 134
                        Willmington, DE 19807

     SIXTH.   The Board.of Directors shall have the power to adopt, amend or
repeal the by-laws.

     IN WITNESS WHEREOF, the undersigned, being the incorporator herein before
named, has executed, signed and-Acknowledged this certificate of incorporation
this 7th day of May, 1997.



                                               By:    /s/ Charlene Kalk
                                               -------------------------
                                                     Charlene Kalk
                                                     Incorporator


      STATE OF DELAWARE
     SECRETARY OF STATE
 DIVISION OF CORPORATIONS
LED 09:00 AM 05/08/1997
    971151031 - 2749644


<PAGE>

                                STATE OF DELAWARE
                             CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                              MICRO MILLENNIUM, INC.

a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of MICRO MILLENNIUM, INC. on
SEPTEMBER 30, 1997 resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:

      FIRST: The name of this corporation shall be:

                              SINALOA GOLD CORP.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, said MICRO MILLENNIUM, INC. has caused this certificate to
be signed by CHARLENE KALK, an Authorized Officer, this 16th day of OCTOBER,
1997





                                            By:   /s/ Charlene Kalk
                                              -------------------------
                                               Charlene Kalk, President


     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
 FILED 09:00 AM 10/23/1997
    971359380 - 2749644


<PAGE>
                                                        STATE OF DELAWARE
                                                        SECRETARY OF. STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 04/09/1999
                                                        991142244 - 2749644

                                State of Delaware
                           Certificate of Amendment of
                           Certificate of Incorporation

                               Sinaloa Cold Corp.

a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.

Does Hereby Certify:

First That at a meeting of the Board of Directors of Sinaloa Gold Corp. On April
8, 1999, resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation. of aid corporation, declaring said amendment to be
advisable and calling a meeting of am stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED, that the Certificate of Incorporation Of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, aid
Article shall be and read as follows:

     FIRST: The name of this corporation shall be:

                           ONLINE INNOVATION, INC.

SECOND: That thereafter, pursuant to resolution of its Board of Director's, a
written consent of the stockholders of said, corporation was obtained in
accordance with section 228 of the General Corporation Law of the State of
Delaware in which consent the necessary number of shares as required by statute
were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware .

FOURTH- That the capital of said corporation shall not be reduced under or by
reason Of said amendment.

In witness WHEREOF, said Sinaloa Gold Corp., has caused this certificate to be
signed by Chad D. Lee, an Authorized Officer, this 8th day of April, 1999.

                                            BY:  /s/Chad Lee
                                             -----------------------------------
                                             Chad D. Lee, President and Director


<PAGE>
Exhibit Number 2.2
Page 1

                                   BY LAWS

                                     of

                           MICRO MILLENNIUM, INC.

                             ARTICLE I OFFICES
                             -----------------

      SECTION 1. REGISTERED OFFICE.     The registered office shall be
established and maintained at 4001 Kennett Pike #134, Wilmington, in the County
of New Castle, in the State of Delaware.

     SECTION 2. OTHER OFFICES. --The corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the corporation may
require.

                     ARTICLE II - MEETING OF STOCKHOLDERS
                     ------------------------------------

     SECTION I. ANNUAL MEETINGS. --Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware on May 8.

If the date of the annual meeting shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and may transact
such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. OTHER MEETINGS. --Meetings of stockholders for any purpose other than
the election of directors may be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. --Each stockholder entitled to vote in accordance with the
terms and provisions of the Certificate of Incorporation and these By-Laws shall
be entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. Upon the demand of
any stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by plurality
vote; all other questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of the State of
Delaware.

<PAGE>
Page 2

SECTION 4. STOCKHOLDER LIST. --The officer who has charge of the stock ledger of
the corporation shall at least 10 days before each meeting of stockholders
prepare a complete alphabetical addressed list of the stockholders entitled to
vote at the ensuing election, with the number of shares held by each. Said list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall be
available for inspection at the meeting.

SECTION 5. QUORUM. --Except as otherwise required by law, by the Certificate of
Incorporation or by these By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of stock entitled to vote shall be
present. At any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed; but only those
stockholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof.

SECTION 6. SPECIAL MEETINGS. --Special meetings of the stockholders, for any
purpose, unless otherwise prescribed by statue or by the Certificate of
Incorporation, may be called by the president and shall be called by the
President or secretary at the request in writing of a majority of the directors
or stockholders entitled to vote. Such request shall state the purpose of the
proposed meeting.

SECTION 7. NOTICE OF MEETINGS. --Written notice, stating the place, date and
time of the meeting, and the general nature of the business to be considered,
shall be given to each stockholder entitled to vote thereat at his address as it
appears on the records of the corporation, not less than ten nor more than fifty
days before the date of the meeting.

SECTION 8. BUSINESS TRANSACTED. --No business other than that stated in the
notice shall be transacted at any meeting without the unanimous consent of all
the stockholders entitled to vote thereat.

SECTION 9. ACTION WITHOUT MEETING. --Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or the Certificate of Incorporation or
of these By-Laws, the meeting and vote of stockholders may be dispensed with, if
a majority of the stockholders who would have been entitled by vote upon the
action if such meeting were held, shall consent in Writing to such corporate
action being taken.

<PAGE>
Page3

                              ARTICLE III - DIRECTORS
                              -----------------------
SECTION 1. NUMBER AND TERM. --The number of directors shall be one. The
directors shall be elected at the annual meeting of the stockholders and each
director shall be elected to serve until his successor shall be elected and
shall qualify. The number of directors may be increased at any time pursuant to
Article 3 section 5 of these Bylaws.

SECTION 2. RESIGNATIONS. --Any director, member of a committee or other officer
may resign at any time. Such resignation shall be made in writing, and shall
take effect at the time specified therein, and if no time be specified, at the
time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES. --If the office of any director, member of a committee or
other officer becomes vacant, the remaining directors in office, though less
than a quorum by a majority vote, may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until his successor
shall be duly chosen.

SECTION 4. REMOVAL. --Any director or directors may be removed either for or
without cause at any time by the affirmative vote of the holders of a majority
of all the shares of stock outstanding and entitled to vote, at a special
meeting of the stockholders called for the purpose and the vacancies thus
created may be filled, at the meeting held for the purpose of removal, by the
affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5. INCREASE OF NUMBER. --The number of directors may be increased by
amendment of these By-Laws by the affirmative vote of a majority of the
directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify.

SECTION 6. COMPENSATION. --Directors shall not receive any stated salary for
their services as directors or as members of committees, but by resolution of
the board a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer, agent
or otherwise, and receiving compensation therefor.

SECTION 7. ACTION WITHOUT MEETING. --Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken with out a meeting, if prior to such action a written consent thereto
is signed by all members of the board, or of such committee as the case may be,
and such written consent is filed with the minutes of proceedings of the board
or committee.

<PAGE>
Page 4

                              ARTICLE IV - OFFICERS
                              ---------------------

SECTION 1. OFFICERS. --The officers of the corporation shall consist of a
President, a Treasurer, and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Director may elect a Chairman, one or more
Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it
may deem proper. None of the officers of the corporation need be directors. The
officers shall be elected at the first meeting of the Board of Directors after
each annual meeting. More than two offices may be held by the same person.

SECTION 2. OTHER OFFICERS AND AGENTS. --The Board of Directors may appoint such
officers and agents as it may deem advisable, who shall hold their offices for
such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. --The Chairman of the Board of Directors if one be elected,
shall preside at all meetings of the Board of Directors and he shall have and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.

SECTION 4. PRESIDENT. --The President shall be the chief executive
officer of the corporation and shall have the general powers and
duties of supervision and management usually vested in the office of
President of a corporation. He shall preside at all meetings of the
stockholders if present thereat, and in the absence or non-election of
the Chairman of the Board of Directors, at all meetings of the Board
of Directors, and shall have general supervision, direction and
control of the business of the corporation Except as the Board of
Directors shall authorize the execution thereof in some other manner,
he shall execute bonds, mortgages, and other contracts in behalf of
the corporation, and shall cause the seal to be affixed to any
instrument requiring it and when so affixed the seal shall be attested
by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

SECTION 5. VICE-PRESIDENT. --Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

SECTION 6. TREASURER. --The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursement in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, or the President, taking proper vouchers for such
disbursement. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.

<PAGE>
Page 5

SECTION 7. SECRETARY. --The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors, and all other notices required by
law or by these By-Laws, and in case of his absence or refusal or neglect so to
do, any such notice may be given by any person thereunto directed by the
President, or by the directors, or stockholders ' upon whose requisition the
meeting is called as provided in these By-Laws. He shall record all the
proceedings of the meetings of the corporation and of directors in a book to be
kept for that purpose. He shall keep in safe custody the seal of the
corporation, and when authorized by the Board of Directors, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of any assistant secretary.

SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. --Assistant Treasurers
and Assistant Secretaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the
directors.

                                    ARTICLE V
                                    ---------

SECTION I. CERTIFICATES OF STOCK. --Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of directors, or the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary of the corporation, certifying the number of shares owned by him
in the corporation. If the corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class of series of stock, provided that, except as other
wise provided in section 202 of the General Corporation Law of Delaware, in lieu
of the foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2. LOST CERTIFICATES --New certificates of stock may be issued in the
place of any certificate therefore issued by the corporation, alleged to have
been lost or destroyed, and the directors may, in their discretion, require the
owner of the lost or destroyed certificate or his legal representatives, to give
the corporation a bond, in such sum as they may direct, not exceeding double the
value of the stock, to indemnify the corporation against it on account of the
alleged loss of any such new certificate.

<PAGE>
Page 6

SECTION 3. TRANSFER OF SHARES. --The shares of stock of the corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other persons as the directors may designate, by who they shall be cancelled,
and new certificates shall thereupon be issued. A record shall be made of each
transfer and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE. --In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the day of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION 5. DIVIDENDS. --Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper working capital or as a reserve fund to meeting
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

SECTION 6. SEAL. --The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

SECTION 7. FISCAL YEAR. --The fiscal year of the corporation shall be determined
by resolution of the Board of Directors.

SECTION 8. CHECKS --All checks,     drafts, or other orders for the
payment of money, notes or other     evidences of indebtedness issued in
the name of the corporation shall be signed by the officer or
officers, agent or agents of the     corporation, and in such manner as
shall be determined from time to     time by resolution of the Board of
Directors.

<PAGE>
Page 7

SECTION 9. NOTICE AND WAIVER OF NOTICE. --Whenever any notice is required by
these By-Laws to be given, personal notice is not meant unless expressly stated,
and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Certificate of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed proper notice.

                          ARTICLE VI - AMENDMENTS
                          -----------------------

These By-Laws may be altered and repealed and By-Laws may be made at any annual
meeting of the stockholders or at any special meeting thereof if notice thereof
is contained in the notice of such special meeting by the affirmative vote of a
majority of the stock issued and outstanding or entitled to vote thereat, or by
the regular meeting of the Board of Directors, at any regular meeting of the
Board of Directors, or at any special meeting of the Board of Directors, if
notice thereof is contained in the notice of such special meeting.

Adopted this 8th day of May, 1997


                                                  /s/ Charlene Kalk
                                              --------------------------------
                                              Charlene Kalk, Director

<PAGE>

                   WRITTEN CONSENT TO ACTION WITHOUT MEETING
                            OF MICRO MILLENIUM, INC.

Pursuant to Article 3 section 7 of the Bylaws and DCA 8-141(f), (i) the
following action is taken and approved by the Board of Directors of MICRO
MILLENIUM, INC. by unanimous written consent as if a meeting had been properly
called and held and all the directors were present at the meeting and voted in
favor of such action:

RESOLVED: Article 3 section 1 of the Bylaws shall be amended as follows:

     SECTION 1. NUMBER AND TERM. -The number of directors shall be three. The
directors shall be elected at the annual general meeting of the stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify. The number of directors may be increased at any time pursuant to
Article 3 section 5 of these Bylaws.



IN WITNESS WHEREFORE, the undersigned, being all the DIRECTORS and SHAREHOLDERS
of MICRO MILLENIUM, INC. have signed this consent on the dates indicated below
effective this 14th day of OCTOBER, 1997.



    /s/Charlene Kalk                                   10/24/97
- ---------------------------------------       -------------------------
Director and Shareholder: Charlene Kalk

<PAGE>

Exhibit Number 6.1



November 30, 1999

Darin Wong
Online Innovation, Inc.
Suite 202 - 111B Homer Street
Vancouver, B.C.  Canada  V6B 6L5

Hello Darin:

Through all own resources, and through many trusted relationship with academic
institutions and commercial partners, Student Advantage has created a framework
of marketing and distribution capabilities both on and off line that allows us
to reach the college affinity market with unparalleled success.

Student Advantage has rapidly become the most comprehensive and trusted student
resource. Student Advantage strives to provide the most valuable services
possible to our members and ultimately improve the quality of life.  The Student
Advantage/Virtually Dating sponsorship makes this vision a reality for the next
generation looking for that special someone on-line.

In order to move forward with Virtually Dating's inclusion in the Student
Advantage Winter 1999 sponsorship program, please find a letter of intent below
for you to review and sign.

        Exclusive Dating and relationships Bureau and E-mail Sponsorship

As a sponsor of the Student Advantageous, Inc. Virtually Dating will receive the
following marketing support.

 .  Inclusion in the Student Advantage February membership e-mail sent to 50,000
Student Advantage members
Timing:  February, exact dates to be determined               NET Cost:  $3,800

 .  120 X 90 persistent button throughout the Dating & relationship Channel
including the front page.  Will include brought to you by messaging.  Virtually
Dating will be featured as the exclusive "dating related" advertising media
button placement elsewhere on the Student Advantage Network
Timing:  January 1 - March 31, 2000                          NET Cost:  $9,000

Total NET Cost of Student Advantage Program                       $12,800


<PAGE>


In order to allow us to proceed with the creation of various program materials,
please sign below to confirm your understanding that the above terms are
correct.

Sincerely,                                 AGREED AND ACCEPTED


    /s/ Brandi Rector                       /s/ Chad Lee

Brandi Rector                              Chad Lee
Student Advantage, Inc.                    Online Innovations Inc.


                         Student Advantage Network Specs

BANNER SPECIFICATIONS                         SPONSOR BOXES
- ---------------------                         -------------
Exact pixel size:   468 X 60                  Exact pixel size:   120X90
Maximum filesize:     10K                     Maximum filesize:     3K
Maximum length ALT Test tag:  45              Maximum length ALT Test tag:  45
  characters                                    characters
Including spaces                              Including spaces
File formats:  GIF, GIF89a, JPEG, HTML        File format:  GIF, GIF89a, or JPEG
Or Java


Email Specifications: Up to 50 words, 6 lines may include a link to sponsors
website.

Student Advantage must approve all email copy prior to being sent.  We reserve
the right to choose not to send an e-mail out and the right to determine what is
considered "valuable information, service and content" to our member base.

SEND ONLINE CREATIVE TO:
Todd Wilson
[email protected]
212.229.3999X234

<PAGE>

                      Astrology.Net and VirtuallyDating.com
                           Custom Affiliate Agreement

This agreement ("Agreement") describes the terms and conditions for
participation in the Astrology.Net AstroAffiliate Program.

This Agreement is made between KnowledgeWeb, Inc, (referred to hereafter as
"Astrology.Net"), with offices at 3220 Sacramento     Street, Suite 26. San
Francisco, CA 94115 and "Online Innovation, Inc.", with offices at Suite 202 -
1118 Homer Street, Vancouver, B.C., Canada V6B 6L5" and is made on November 8th
1999. In consideration of the agreements and representations contained herein,
the patties agree as follows:

1. Definitions

1. 1 "Affiliate" or "AstroAffiliate" refers to VirtuallyDating.com.

1.2  "Affiliate Client" is a customer referred by the Affiliate and subsequently
established in Astrology.Net's database.

1.3  "Content" means, all services or information created or licensed by
Astrology.Net which an Affiliate, AstroAffiliate or Affiliate Client may use,
including but limited to Dyrian-dc Content, Interactive Content, Personalized
Content and Static Content.

1.4  "Dynamic Content" means content that is fresh on a regular basis (examples:
Daily Horoscopes, Astrozine)

1.5  "Interactive Content" means content that is application-based, or called on
demand by a interfaces such as a pop-up menu,

1.6  "Personalized Content" means Astrology.Net's ChartMaster personalized
content and related content.

1.7  "Qualifying Reports" are those reports made available by AstrologyNet for
sale through Affiliates.

1.8  "Referring Web site" refers to the Web site(s) from which Affiliate will
link or otherwise refer orders to Astrology.Net.

1.9 "Report" refers to any electronic or printed report offered by
Astrology.Net.

1.  10  "Static Content" means content that is fixed in nature and created by
Astrology.Net for general consumption without interaction from an end-user or
without personalization to the end-user, including daily horoscope general
content.

2. Affiliate Status

Astrology.Net reserves the absolute right to appoint or terminate any
commercial, non-profit or other entity, or individual as an Affiliate at any
time. Astrology.Net has the sole discretion to terminate Agreement with
Affiliate at any time, with or without cause. by giving Affiliate 30 days
written notice of termination.

<PAGE>

3. Featuring Astrology.Net Content

AstroAffiliates may choose one or more Content selections on the terms set forth
in Attachment A. For each selection of Content used, Affiliate will provide both
a  byline  and a separate advertising link to an AstrologyNet storefront using a
special format provided by AstrologyNet. The link may be in the form of an ad
banner, button or text link.  Astrology.Net ad banners can be found at
http://www.astrology.net/affiliate/.  It is Affiliate's sole responsibility to
(i) set up the electronic links connecting Affiliate's Web site to
Astrology.Net's ChartMaster (Chart Shop) ordering page, and (i) to ensure that
the electronic links arc, at inception and during the term of this Agreement, in
good and working order, if at anytime the Affiliate removes these links from the
Content, or the links are missing from the Content, this agreement will be
considered canceled and the Affiliate must remove all Astrology.Net content.

The license granted. to Affiliate in this Agreement does not include the right
to provide delivery of Static Content, Including daily horoscopes, by Affiliate
via e-mail or push technologies. Astrology.Net and its c-mail delivery partner
may facilitate such delivery an terms to be negotiated Subsequent to the
execution of this Agreement.

Affiliate agrees to restrict Affiliate's promotion of the Astrology.Net Content
to generally accepted means, and Affiliate specifically agrees that it will not
engage in promotion of Content through unsolicited bulk e-mail (SPAM).

Affiliate recognizes and acknowledges that Astrology.Net has expended
substantial resources in developing the goodwill and public image of
Astrology.Net as projected from its website and that such image is a valuable
asset to Astrology.Net, Astrology.Net therefore reserves the absolute right to
appoint and terminate Affiliate in accordance to such lawful criteria as
Astrology.Net may elect to apply in its sole and absolute discretion - including
disagreement with the form or type of content or information hosted by Affiliate
or its business partners, Astrology.Net may terminate Agreement with Affiliate
for any lawful reason or for no reason, including, for illustration and without
limitation, if Astrology.Net determines that Affiliate's site promotes:

(i)       sexually explicit materials;
(ii)      violence,
(iii)     discrimination based on race, sex, religion, nationality, disability,
          sexual orientation, or age;
(iv)      unlawful activities;
(v)       infringement of intellectual property rights; or
(vi)      Astrology.Net's services via unsolicited bulk email ("SPAM").

By entering into and executing this Agreement, Affiliate warrants that its
Referral Website does not promote th4c foregoing activities and a4mowledges that
such acts or use of such content shall be a breach of the terms of this
Agreement which shall give Astrology.Net the right to immediately terminate this
Agreement

<PAGE>

4. Astrology Reports

The format and process for end-user access to the licensed Content may include
use of a virtual store front that is co-branded or carries the standard
Astrology.Net interface only.  In all instances the virtual store front will
reside on the Astrology.Net server.

Astrology.Net reserves the right to add, omit or modify certain Content reports
and products from time to time, Content report prices and availability will be
determined by Astrology.Net according to the policies of Astrology.Net and may
vary from time to time. Customized Content report services are available for a
fee to be negotiated on a case by case basis.

5. Eligible Purchases

Astrology.Net will pay AstroAffiliate a referral commission for Eligible
Purchases on the sale of paid, Personalized Content, including astrology reports
from the Astrology.Net Chart Shop. For an Astrology.Net sale to constitute an
"Eligible Purchase" and thereby generate a referral fee, the Affiliate Client
must follow the electronic link from the Affiliate's Web site to Astrology.Nct'3
Chart Shop report ordering page, purchase an Astrology.Net report, and remit
full payment for the report to Astrology.Net. Astrology.Net will track affiliate
referrals by visitor c-mail address, Once an Affiliate Client purchases a report
from the Chart Shop through the Affiliate's Referring Web site, in addition to
the first such purchase, for a period of six months from initial trial or
purchase, all subsequent purchases by said Affiliate, Client will be Eligible
Purchases, whether or not made through the Affiliate's Referring Web site.

6. Tracking of Sales

Astrology.Net, will be solely responsible for tracking sales made by
Astrology.Net to End Users who follow referring links from the Referring Web
site to the Astrology.Net Web site. AstroAffiliates arc solely responsible for
ensuring that these referring links are formatted properly according to
Astrology.Net URL specifications, a necessary prerequisite to tracking such
sales, Statements of qualifying Eligible Purchase report sales activity will be
provided to the Affiliate within 30 days of the end of the month for which such
sales were made.

7. Referral Commission Amount &ad Payment

Astrology.Net will pay AstroAffiliates a referral commission on Eligible
Purchases according to commission schedules to be established by Astrology.Net
from time to time.  The terms of the referral commission are set forth in
Attachment B attached hereto.

8. Returns and Cancellations

If payment for a qualifying report is cancelled by the customer, charged back,
or cannot be reasonably collected and the referral commission has already been
paid to the Affiliate, the referral commission will be deducted from the next
monthly payment sent to the Affiliate. At its sole option, Astrology.Net may
establish a reserve to address returns and cancellations. In the event that such
a reserve is established, Astrology.Net shall notify Affiliate of such reserve
in advance and provide reasons why this step is to be taken.

9. Order Processing

Astrology.Net will be solely responsible for processing orders placed by a end
user customer following a special link from Affiliates Referring Web site.
Customers will use the AstrologY.Net ChartMaster, an automated, online ordering
process.  Order forms, payment processing, shipping, cancellations, returns, and

<PAGE>

related customer service are the responsibility of Astrology.Net. All of the
rules, operating procedures and policies of Astrology.Net regarding customer
orders and accounts will apply to orders received by Astrology.Net through
referring links on Affiliate's Referring Web site. Astrology.Net reserves the
right to reject an order for any or no reason, including instances; where such
order does not comply with the rules, operating procedures and policies of
Astrology.Net.

10. Transaction Service Interruption

Astrology.Net will make reasonable commercial efforts to keep its transaction
service operational during normal business hours. However, certain technical
difficulties may, from time to time, result in temporary service interruptions.
Affiliate understands and acknowledges that it is normal to have a certain
amount of system downtime and further agrees not to hold Astrology.Net liable
for any of the consequences of such interruptions. ASTROLOGY.NET SHALL HAVE NO
LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY
WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS
THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES.  ASTROLOGY.NET SHALL HAVE NO
LIABILITY WITH RESPECT TO ASTROLOGY.NET'S OBLIGATIONS HEREUNDER OR OTHERWISE FOR
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF
ASTROLOGY.NET HAS BEEN NOTIFIED OF SUCH DAMAGES- ANY LIABILITY OF ASTROLOGY.NET
HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY ASTROLOGY.NET AS A DIRECT
RESULT OF THIS
AGREEMENT.

11. Ownership and Licenses

(a)  All Content provided by Astrology.Net is and shall remain the sole property
of Astrology.Net and no part thereof shall be deemed assigned or licensed to
Affiliate except as explicitly provided for herein. In addition, ChartShop and
any and all other programming or technology provided by Astrology.Net to enable
the delivery of Content or otherwise shall remain the sole property of
Astrology.Net and no part thereof shall be deemed assigned or licensed to
Affiliate except as explicitly provided for herein. All intellectual property
rights, including trademarks, copyrights, patent rights or applications,
tradenames and service marks related to the foregoing shall remain the sole
property, of Astrology.Net, including rights in and to any derivatives thereof.

(b) All customer information resulting from referrals by Affiliate shall be
jointly owned by Astrology.Net and Affiliate - Either party may use customer
e-mail addresses for marketing purposes subject to end user permission, which
Astrology.Net requests in the ordering process.

(c)  Astrology.Net grants Affiliate a non-exclusive, limited, revocable
right to use the trademarks, banners and Content described In Section 3 and in
Attachment A, and such other images for which Astrology-Net grants express
written permission from time to time, solely for the purpose of identifying
Affiliate's Web site as an AstroAffliliate program participant and as otherwise
provided in Attachment A. Affiliate may not modify the trademarks, banners, the
Content or any of the Astrology.Net provided images in any way. Astrology.Net
reserves all rights in the banners, the Content, any other images, copyrights,
patent rights, trade names and trademarks and all other intellectual property
rights. Astrology.Net may revoke Affiliates license at any time, by giving
Affiliate written notice.

<PAGE>

12. Cancellation of this Agreement

Either Astrology.Net or the Affiliate, acting in its sole discretion, may choose
to cancel this agreement at any time by providing 30 days written notice of
cancellation to the other.

13. Representations and Warranties

(a)  Astrology.Net makes no warranties or representations with regard to the
Content or any programs provided by Astrology.Net pursuant to this Agreement,
and specifically disclaims all such warranties, whether express or implied,
arising by law or otherwise, including without limitation any implied warranty
of merchantability or fitness for a particular purpose or non-infringement or
any  implied warranty arising out of course of performance, course of dealing or
usage of trade.

(b)  Not withstanding the forgoing Astrology.Net, warrants that Astrology.Net
either is the sole owner of all US trademark, copyright, patent rights and
service marks in and to the Content and related products provided to the
Affiliate for display within or sale through the Affiliates site, or that
Astrology.Net has sufficient license rights to distribute said Content in the
manner contemplated by this Agreement.

(c)  Astrology.Net expressly agrees to indemnify, defend and hold harmless
the Affiliate its directors, officers, employees and agents, and defend any
action brought against the same, with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorney's fees, to the extent
such action is based upon a claim that the Content infringes any U.S. third
party intellectual property rights, including without limitation, rights of
publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and
or licenses.

(d)  Affiliate agrees to indemnify, defend and hold harmless Astrology.Net, its
directors, officers, employees and agents, and defend any action brought against
the same, with respect to any claim, demand, cause of action, debt or liability,
including reasonable attorney's fees, to the extent such action is based upon a
claim that any Affiliate web site material or any referral by Affiliate of its
end user customers violates any U.S. intellectual property rights of third
parties, including without limitation, rights of publicity, rights of Privacy,
Patents, copyrights, trademarks, trade secrets and or licenses.

(e)  Except with respect to the initial and subsequent selections of general
Content type to include in such Affiliates w6b site, Affiliate shall be under no
supervisory obligations with respect to the Content available on or through
Astrology.Net including, but limited to, any duty to review or monitor any such
Content.

(f)  EACH PARTY HERETO IS PROVIDING ITS SERVICE "AS IS" AND EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE.

14. Limitation of Damages

NEITHER PARTY HERETO SHALL BE LIABLE FOR UNAUTHORIZED ACCESS TO, OR ALTERATION,
THEFT OR DESTRUCTION OF ANY WEB SITE, CONTENT OR PROGRMS OF THE OT11ER THROUGH
ACCIDENT, FRAUDULENT MEANS OR DEVICES, THE PARTIES HERETO SHALL HAVE NO
LIABILITY WITH RESPECT TO ITS RESPECTIVE OBLIGATIONS HEREUNDER OR OTHERWISE FOP,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SUCH
PARTY HAS BEEN NOTIFIED OF SUCH DAMAGES, THE LIABILITY OF EACH PARTY HEREUNDER
SHALL BE LIMITED TO THE REVENUE EARNED BY SUCH PARTY AS A RESULT OF THIS
AGREEMENT.

<PAGE>

15. Relationship of Parties

Affiliate and Astrology.Net are independent contractors and nothing in this
agreement is intended to or will create any form of partnership, joint venture,
agency, franchise, sales representative or employment relationship between the
parties. Affiliate shall not assign this Agreement, by operation of law or
otherwise, without the prior written consent of Astrology.Net, Subject to the
foregoing restriction, this agreement is binding upon, insures to the benefit of
and is enforceable by the parties and their respective successors and assigns.

16, Governing Law

This agreement shall be governed by the laws of the United States and the State
of California without reference to its choice of law principles,

17. Confidentiality

Any information relating to or disclosed in the course of the Agreement by
either party to the other party, which is or should be reasonably understood to
be confidential or proprietary to Astrology.Net, including but not limited to,
the material terms of this Agreement information about Astrology.Net technical
processes and formulas, source code, commission, sales, cost and other
unpublished financial information, product and business plans, projections, and
marketing data shall be deemed "Confidential Information" and shall not be used,
disclosed or reproduced by Affiliate without Astrology.Net's prior written
consent. "Confidential Information" shall not include information (a) already
lawfully known to or independently developed by the Receiving Party, (b)
disclosed in published materials, (c)  generally known to the public, (d)
lawfully obtained from an), third party, or (e) required to be disclosed by law.

18, Non-Solicitation

Affiliate understands that the employees for Astrology.Net are important assets
of Astrology.Net, and Affiliate agrees not to solicit employment from or
otherwise contact or utilize the personnel of Astrology.Net for a period of two
(2) years following termination of this Agreement.

19. Miscellaneous

Ibis Agreement constitutes the entire Agreement between the parties with respect
to the subject matter of this Agreement and supersedes any prior written
agreements and communications (oral and written) regarding such subject matter.
This Agreement shall not be modified except by a written agreement signed on
behalf of Astrology.Net and Affiliate.  Sections 13, 14, 15, 16 and 17 will
survive any termination or expiration of this Agreement.

20. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT ASTROLOGY.NET


<PAGE>
                                    Attachment A

1.     License

Astrology.Net hereby grants Affiliate a non-exclusive, limited right to
sublicense and distribute the Content described in Section 2 below to its
end-user customers only. This license is terminable at will by Astrology.Net, by
providing 30 days written notice.

2.     Content

(a)     Affiliate may host a total of (X) items of Astrology.Net Content,
        Affiliate is solely responsible for scripting the Static and Interactive
        Content on its site. although Astrology.Net will provide sonic guidance/
        assistance with respect to such scripting, not to exceed 2 hours per
        month.

(b)     On every page where Affiliate hosts Astrology.Net content, Affiliate
        Will provide a byline ("Provided by Kelli Fox, Astrology.Net") as well
        as a prominent promotional text or button link to the Astrology.Net
        personalized reading store front.  All links will use the following
        code:

            http://chartmaster.com/scripts/runisa.dll?AO:FRONTDOOR::VDATING

(c)     The Content item listed below are Astrology.Net's recommendations. The
        daily horoscopes will be collected by Affiliate at a URL supplied by
        Astrology-Net.  Affiliate will be able to collect 30 days of horoscopes
        at one time.  At Affiliate's option, Astrology.Net will supply the rest
        of the Content via e-mail, or Affiliate may access such Content from the
        Astrology.Net website.

           .     Romantic Dailies
           .     Love Sign
           .     LoveMatcher
           .     Date Guide

3. Advertising Banners, Buttons and Links

If affiliate has unused banner inventory, at it's option Affiliate may use
advertising banners, buttons or links to cam revenue sharing anywhere on its
site. Banners and buttons will be provided by Astrology.Net, To cam revenue on
the horoscopepage, Affiliate must put a banner, button or the following text
link somewhere on the horoscope page or any other page on the Affiliate site
- -"Click here for a free personalized reading!" All links should have the
following format:

        http://chartmaster.com/scripts/runisa.dll?AO:FRONTDOOR::VDATING


<PAGE>

                              Attachment B

Under the current commission schedule, the referral commission for Eligible
Purchases for each month is (i) 10 percent for first $ 1000 of Eligible Purchase
sales for such month and (ii) 20 percent of Eligible Purchase sales for all
Eligible Purchase gales over $1000 for such month.

Referral commissions will be paid to AstroAffiliates (less any taxes that
Astrology.Net is required by law to withhold) approximately 45 days after the
end of each calendar month. Alternate compensation structures may be possible
should Affiliate enter into an agreement to share ad revenue from Affiliate's
astrology pages with Astrology.Net. No such referral commission alteration shall
be deemed effective unless set forth in a written agreement signed by both
parties hereto.

<PAGE>

INDEPENDENTLY SOLICITS ITS OWN CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT AND MAY OPERATE WEB SITES THAT ARE SIMILAR TO
OR COMPETE WITH YOUR WEB SITE.  YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT.

Affiliate Name
               ------------------------------------------------

Affiliate Signature
                    -------------------------------------------

Incorporated: (Circle One)          Yes              NO

Affiliate Tax ID Number (if unincorporated)
                                            -------------------

Date
     ----------------------------------------------------------

Astrology.Net Name
                   --------------------------------------------

Astrology.Net Signature
                       ----------------------------------------

Date
      ---------------------------------------------------------

<PAGE>

THIS LEASE MADE the lst day of November 1999,

BETWEEN:
     570679 B.C. Ltd.
     214 - 1118 Homer Street
     Vancouver, British Columbia
     V613 6L5

(Hereinafter called "the Landlord")

AND:
     Online Innovation Inc.
     4001 Kennett Pike, # 134
     Wilmington, Delaware
     USA 19807

(Hereinafter called "the Tenant")

AND:
     Marlene Schluter
     202 - 1118 Homer Street
     Vancouver, British Columbia
     V613 6L5

(Hereinafter called "the Guarantor")

PREMISES

I          WITNESSETH that in consideration of the rents, covenants and
     agreements hereinafter reserved and contained on the part of the Tenant to
     be paid, observed and performed, the Landlord does demise and lease unto
     the Tenant that portion of the second floor of the building described as
     Strata Lot 43 District Lot 541 Group I NWD Plan LMS3038, Strata Lot 44
     District Lot 541 Group I NWD Plan LMS3038, Strata Lot 45 District Lot 541
     Group I NWD Plan LMS3038 and Strata Lot 46 District Lot 541 Group I NWD
     Plan LMS3038, having its street address, Suites 216, 218, and 220 - 1118
     Homer Street, Vancouver, British Columbia, described on the floor plan
     attached hereto as schedule "X' (hereinafter called "the Leased Premises").


<PAGE>
Page 2

TERM

2.     TO HAVE AND TO HOLD the Leased Premises for and during the term
       (hereinafter called "the term") of two-years to be computed from the I"
       day of November 1999.

RENT

3.     a)  For the period from the 1st day of November 1999, to the 31st day of
           October 2002 Tenant shall pay to the Landlord monthly, on the first
           day of each month in advance, rent in the amount $1987.50, and the
           first payment shall be paid on November 1, 1999 and the last payment
           shall be paid on October 1, 2002.

           The said monthly instalments are to be made without any deductions,
           defalcation or abatement save as provided, such rental to be paid to
           the Landlord at 214 - 1118 Homer Street, Vancouver, B.C. V6B 6L5 or
           at such other place as the Landlord shall hereinafter designate in
           writing.

       b)  The first and last months rent ($1987.50 X 2) $3975 is due at the
           time of signing.

       c)  IF THE TENANT fails to make any of the monthly payments on the due
           date provided herein, the Tenant agrees and undertakes to pay
           interest at the rate of one (M) percent per month on each such
           defaulted monthly payments, from the date of default until payment.
           If such payment, including interest, is not made on or before the
           due date of the next following payment, such amount, including
           interest, as is then due and owing shall be added to the monthly
           payment next falling due as additional rent.

COVENANTS OF THE TENANT

4.     The Tenant Covenants with the Landlord as follows:

    1)     To pay the basic rent;

    2)     To provide tenants insurance coverage and contents insurance for the
           Leased Premises;

    3)     To repair the interior of the Leased Premises, reasonable wear
           and tear and damage by fire, lightening and tempest or other casualty
           only excepted; and that the Landlord may enter and view the state
           of repair and the Tenant will repair according to notice in writing,
           reasonable wear and tear and damage by fire, lightening and tempest
           or other casualty only excepted; and that the Tenant will leave the
           leased premises in good repair, reasonable wear and tear and damage
           by tire, lightening and tempest or other casualty only excepted.
           Notwithstanding anything herein before contained, the Landlord may
           in any event make repairs to the Leased Premises without notice if
<PAGE>
Page 3

           such repairs are in the Landlord's opinion necessary for the
           protection of the building, and the Tenant covenants and agrees with
           the Landlord that if the Landlord exercises any such option to repair
           (and tile tenant would otherwise have been bound to effect such
           repairs), the Tenant will pay to the Landlord together with the next
           instalment of rent which shall become due after the exercise of such
           option, all reasonable sums which the Landlord shall have expended in
           making such repairs and that such sums if not so paid within such
           time shall be recoverable from the Tenant as rent in arrears.

    4)     To use the Leased Premises to carry on the business in the field of
           Public Relations.

ASSIGNING OR SUBLETTING

    e)     The Tenant may assign or sublet the Leased Premises or any part
           thereof with written consent and appropriate notification to the
           Landlord.  The Landlord may refuse to provide written consent to any
           assignment or subletting, without providing the Tenant with reasons
           for such refusal.

    f)     The Tenant and its employees and all persons visiting or doing
           business with it oil the Leased Premises shall be bound by and shall
           observe such reasonable Rules and Regulations as may be provided by
           the Landlord, or which notice in writing shall be given to the
           Tenant, and all such Rules and Regulations shall be deemed to be
           incorporated into and form part of this lease.

INSURANCE

    g)     If any policy of insurance upon the building or any part thereof of
           which tile Leased Premises forms part or any part thereof shall be
           cancelled by the insurer by reason of the use or occupation of the
           Leased Premises or any part thereof by tile Tenant or by any assignee
           or subtenant of the Tenant or by anyone permitted by the Tenant
           thirty (30) days' notice in writing of the defect which gives rise to
           the cancellation of any policy of insurance and the defect is not
           cured by tile tenant so that the said policy of insurance is
           reinstated within the said thirty (30) day period, then and in that
           event, the Landlord shall be entitled to determine this lease
           forthwith by leaving upon the leased Premises a notice in writing of
           its intention so to do, and thereupon the rent and any other payments
           for which the Tenant is liable under this lease shall be apportioned
           and paid in full to the date of such Determination and the Tenant
           shall immediately deliver up possession of the Leased Premises to the
           Landlord and the Landlord may re-enter the take possession of the
           same.

<PAGE>
Page 4

INDEMNITY OF THE LANDLORD

    h)     To indemnity and save harmless the Landlord against and from any and
           all claims, for personal injury or property damage arising from the
           conduct of any and work or by or through any act or omission of the
           Tenant or any assignee, subtenant, agent, contractor, servant,
           employee, invitee or licensee of the Tenant, and against and from all
           costs, counsel fees, expenses and liabilities incurred in or about
           any such claim or any action or proceeding brought thereon, except to
           the extent such injury is caused by the wilful act or neglect of the
           Landlord.

    i)     The Landlord, its agents, servants and employees, shall not be liable
           for:

             i)     any damage or injury to any property of the Tenant; or
            ii)     any personal or consequential injury of any nature suffered
                    or sustained by the Tenant or by any employee, agent or
                    client of the Tenant or any other person who may be upon the
                    Leased Premises; or

           iii)     any loss of or damage or injury to any property belonging to
                    the Tenant or to its employees or to any other person while
                    that property is on the Leased Premises.

           except for the negligence or wilful acts of the Landlord or those for
           whom it is responsible at law. There shall be no abatement or
           reduction or rent arising out of any such damage or injury.

SIGNS

    j)     Prior to the erection of any signs, the Tenant shall first obtain in
           writing the approval of the Landlord of the design, size, location
           and colour, and such signs shall conform with all relevant municipal
           and other government bylaws.

RENEWAL
- -------

    5.     The Landlord covenants and agrees with the Tenant herein that if the
           Tenmlt, at tile date of the Landlords receipt of the Tenant's request
           to renew this Lease, is not in default of' payment of instalments of
           rent or in performance or observance of any of the covenants and
           agreements in the Lease on its part to be observed or performed, the
           Landlord shall, no later than 120 days before expiry of the Term,
           grant to the Tenant a renewal of tile Lease for ONE further term of
           1 year from the expiration of the term in tile same form, and subject
           to the same covenants, provisions and agreements contained therein,
           except as to renewal and as to the Basic Rent and Additional Rent
           payable. The rental for the renewal term shall be that which is for
           premises having a similar location, nature and use or, failing such
           agreement within 60 days from the date of such written request,
           shall be that which is determined by a single arbitrator appointed
<PAGE>
Page 5


           pursuant to the Commercial Arbitration Act of the Province of British
           Columbia (using the criterion of then current market rental for
           premises having similar location, nature and general retail use),
           but in no event shall the rental for the renewal term be less than
           the rental payable at the expiry of the term.

    6.     In (lie event of a decision by the Tenant to arrange for the
           registration of this lease in the Land Titles Office, New
           Westminster, British Columbia, the Tenant and not the Landlord shall
           be responsible for all costs which might be incurred either by the
           Tenant or the Landlord in such registration, including the provision
           of and explanatory plan pursuant to the requirements of the Land
           Title Act.
<PAGE>
Page 6

Dated at Vancouver, British Columbia this I" day of November, 1999

Officers Signature(s)



Landlord Signature(s)                     Tenant Signature(s)
570679 B.C. Ltd., by its                  Online Innovation Inc.
authorized signatory:                     by its authorized signatory:




   /s/ Robert Palm                            /s/Marlene Schluter
- ------------------------------            ---------------------------
Robert Palm, Secretary                    Marlene Schluter, Corporate Secretary/
                                          Treasurer


   /s/Robert Poirier                         /s/Marlene Schluter
- ------------------------------            ---------------------------
Robert Poirier, V.P. Operations           Marlene Schluter, Guarantor


<PAGE>

THIS MANAGEMENT AGREEMENT is effective as of the 1st day of July, 1999.

BETWEEN:

          ONLINE INNOVATION INC., a company duly incorporated under the laws of
          ----------------------
          the State of Delaware, having its Head Office at 218 - 1118 Homer
          Street, Vancouver, British Columbia.

          (the "Company")
                                                                 THE FIRST PART
AND:
          NETGAIN MANAGEMENT SOLUTIONS INC.,  a company duly incorporated under
          ---------------------------------
          the laws of the Province of British Columbia, having its Head Office
          at 61 -12411 Jack Bell Drive, Richmond, British Columbia.

          (the "Contractor")
                                                                THE SECOND PART

     WHEREAS the Company wishes to retain the Contractor to provide management
and administrative services to the Company and the Contractor has agreed to
provide such services pursuant to the terms of this Agreement.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and mutual covenants and conditions herein contained, the parties
hereto covenant and agree each with the other as follows:

     Duties of the Contractor
     ------------------------

1.     The Contractor shall provide the following management and administrative
services to the Company pursuant to the terms and conditions of this Agreement:

     (a)     administration of the day to day affairs of the Company;

     (b)     providing liaison with the Company's, accountants and lawyers;

     (c)     co-ordinating the dissemination of news of the Company to the
             public and to shareholders of the Company; and

     (d)     overseeing the development of the Company's products and services
             and devising strategies for the further development of the
             Company's business.

3.     The Contractor shall provide the services contemplated herein faithfully,
diligently, to the best of its abilities and in the best interests of the
Company and shall devote the time necessary to effectively deliver said
services.

4.     The Contractor shall not, except as authorized or required by its duties,
reveal or divulge to any person or companies any of the trade secrets, secret or

<PAGE>
Page 2

confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or other affairs of the Company
which may come to its knowledge during the term of this Agreement.  This
restriction shall apply after the termination of this Agreement but shall cease
to apply to information or knowledge which may come into the public domain.

                        Term of This Agreement
                        ----------------------

5.     The term of this Agreement is for a period of (1) year from the date
hereof, and thereafter shall continue in full force and effect from year to
year, at a remuneration to be  negotiated and agreed upon between parties,
unless terminated according to terms prescribed in this Agreement.

                     Compensation to the Contractor
                     ------------------------------

6.     For the Contractor's services under this Agreement, the Company shall pay
the Contractor a management fee in the amount of $2,500 (USD) per month.  In
addition to the payment of the fee, the Company shall reimburse the Contractor
for all expenses actually and properly incurred by the Contractor on behalf of
the Company in carrying out its duties and performing its functions under this
Agreement and for all such expenses the Contractor shall furnish statements and
vouchers to the Company prior to reimbursement.

                        Reporting by the Contractor
                        ---------------------------

7.     At least once in every month, the Contractor shall provide to each
Director such information concerning the Company's businesses and activities for
the previous month as the Directors may reasonably require.

                                 Termination
                                 -----------

8.     This Agreement may be terminated by the Company without prior notice if,
at any time, the Contractor, while in the performance of its duties commits a
material breach of a provision of this Agreement, is unable or unwilling to
perform the duties under this Agreement, commits fraud or serious neglect or
misconduct in the discharge of its duties hereunder or becomes bankrupt or makes
any arrangement or compromise with its creditors.

9.     The Company may terminate this Agreement with cause upon giving the
Contractor thirty (30) days' notice and the Contractor may terminate this
Agreement with cause upon giving the Company thirty (30) days' notice.

<PAGE>
Page 3

                                    General
                                    -------

10.     This Agreement may not be assigned by any party except with the written
consent of the other party hereto.

11.     Time shall be of the essence of this Agreement.

12.     This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof.

13.     This Agreement shall enure to the benefit of and be binding upon each of
the parties hereto and their respective successors and permitted assigns.


     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.

ONLINE INNOVATION INC.

Per:

/s/ Marlene Schluter
- ---------------------------------
Authorized Signatory


NETGAIN MANAGEMENT SOLUTIONS, INC.

Per:

/s/ Chad Lee
- -------------------------------
Chad Lee

<PAGE>

THIS CONSULTING AGREEMENT is effective as of the 1st day of April, 1999

BETWEEN:

          ONLINE INNOVATION INC., a company duly incorporated under the laws of
          ----------------------
          the State of Delaware, having its Head Office at 218 - 1118 Homer
          Street, Vancouver, British Columbia.

          (the "Company")
                                                                 THE FIRST PART
AND:
          535424 B.C. LTD.,  a company duly incorporated under the laws of the
          ----------------
          Province of British Columbia, having its Head Office at 6093
          Collingwood Place, Vancouver, British Columbia.

          (the "Consultant")
                                                                THE SECOND PART

     WHEREAS the Company wishes to retain the Consultant to provide professional
marketing services to the Company and the Consultant has agreed to provide such
services pursuant to the terms of this Agreement.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and mutual covenants and conditions herein contained, the parties
hereto covenant and agree each with the other as follows:

     Duties of the Consultant
     ------------------------

1.     The Consultant shall provide the following services to the Company
pursuant to the terms and conditions of this Agreement:

     (a)     media buying services including review and assessment of online and
             offline marketing services and options; and

     (b)     assisting in the administration and development of the Company's
             marketing program.

3.     The Consultant shall provide the services contemplated herein faithfully,
diligently, to the best of its abilities and in the best interests of the
Company and shall devote the time necessary to effectively deliver said
services.

4.     The Consultant shall not, except as authorized or required by its duties,
reveal or divulge to any person or companies any of the trade secrets, secret or
confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or other affairs of the Company
which may come to its knowledge during the term of this Agreement.  This

<PAGE>
Page 2

restriction shall apply after the termination of this Agreement but shall cease
to apply to information or knowledge which may come into the public domain.

     Term of This Agreement
     ----------------------

5.     The term of this Agreement is for a period of (1) year from the date
hereof, and thereafter shall continue in full force and effect from year to
year, at a remuneration to be  negotiated and agreed upon between parties,
unless terminated according to terms prescribed in this Agreement.

     Compensation to the Consultant
     ------------------------------

6.     For the Consultant's services under this Agreement, the Company shall pay
the Consultant a consulting fee in the amount of $2,500 (USD) per month.  In
addition to the payment of the fee, the Company shall reimburse the Consultant
for all expenses actually and properly incurred by the Consultant on behalf of
the Company in carrying out its duties and performing its functions under this
Agreement and for all such expenses the Consultant shall furnish statements and
vouchers to the Company prior to reimbursement.

     Termination
     -----------

7.     This Agreement may be terminated by the Company without prior notice if,
at any time, the Consultant, while in the performance of its duties commits a
material breach of a provision of this Agreement, is unable or unwilling to
perform the duties under this Agreement, commits fraud or serious neglect or
misconduct in the discharge of its duties hereunder or becomes bankrupt or makes
any arrangement or compromise with its creditors.

8.     The Company may terminate this Agreement with cause upon giving the
Consultant thirty (30) days' notice and the Consultant may terminate this
Agreement with cause upon giving the Company thirty (30) days' notice.

     General
     -------

9.     This Agreement may not be assigned by any party except with the written
consent of the other party hereto.

10.     Time shall be of the essence of this Agreement.

11.     This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof.

<PAGE>
Page 3

12.     This Agreement shall enure to the benefit of and be binding upon each of
the parties hereto and their respective successors and permitted assigns.


     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.

ONLINE INNOVATION INC.

Per:

/s/  Chad Lee
- ---------------------------------
Authorized Signatory


535424 B.C. LTD.

Per:

/s/ Darin Wong
- -------------------------------
Darin Wong

<PAGE>

AGREEMENT:

Made by The Client, in the Month of July on the day of 30, in the year of 1999
by Stratford Internet Technologies and between Online Innovation Inc.
(hereinafter re the "The Client" with its offices at 4001 Kennett Pike #134,
Wilmington, Delaware, USA, 19807 and Stratford Internet Technologies,
hereinafter referred to as "Stratford" with its Mailing address at 500-1168
Hamilton Street, Vancouver, BC Canada V613 2S2).

WHEREAS.

Stratford has been commissioned to create, maintain, upgrade and supply artwork,
computer files, and coding for The Client's existing, or soon to be existing,
website site at: WWW.VIRTUALLYDATING.COM

Stratford has been contract for the terms of, S400,000 USD and 300,000 common
shares of ONIN:OTC

Payment Schedule:

Stratford will require a retainer/deposit of $275,000 USD upon contract
delivery. The balance of S 125,000 USD will be due upon secondary financing. The
balance of 300,000 shares 144 (ONIN) will be received upon completion of the
site.

Payment of equipment purchases will be detailed in the Production Schedule to be
included in the Site Implementation Plan.  Balance of equipment charges will be
due on dates indicated.

Online Innovation Inc. will be responsible for all costs of required software
and hardware related to website technologies and hosting issues (licensed 3'
party software technologies and servers for e-commerce, ad banners, hosting and
e-mail).

WEBPAGE AND WEBSITE DEVELOPMENT:

The Client agrees and understands the limits of terms and conditions listed in
this contract. Below is a detailed outline of what is included with The Client's
new website.  Any services or items created or supplied by Stratford for the
Client's website beyond the terms or limits listed in this contract, will be
billed to the Client at an hourly rate. Once the Client signs and sends in this
contract to Stratford Internet Technologies, there will be no changes or
modifications made to this contract Stratford reserves the tight to cancel or
terminate this contract in the event the Client breaches the terms listed
within.  Included as pan of this contract Is the Web Site Development Proposal
submitted to Online Innovations Inc. on July 22, 1999, (included In this
contract an appendix Item).

FEES;

These fees apply to the maintenance, upgrading, creation, designing and
programming of the website as well as approved adaptations, revisions. and
changes made to It by Stratford Internet Technologies. Billing for all services
that are above and beyond the terms listed In this contract that am billed at an
hourly rate, shall be submitted to the Client by Stratford Internet
Technologies, at the end of each month. Final payment of the balance shall be
made within 30 days of submission (or by the terms outlined In the final invoice
of the overall order) of Invoice as hereinabove set forth. Stratford shall be
entitled to reasonable legal fees in the event the services of an attorney am
necessary for collection, Cheques, Money Orders, and Wire Transfers must be made
out to Stratford Internet Technologies. Bank account and routing information is
available upon request.  Online Innovation is an American Incorporated company
and therefore is considered non-resident by Revenue Canada. As su64 applicable
taxes such as GST will not be paid by Online Innovation. Stratford reserves the
right to change prices of additional custom coding, and graphics development at
any time. All prices and maintenance costs set forth in this agreement shall not
be subject to change for one Year.
<PAGE>

1) Authorization:

The Client is engaging Stratford, as an independent contractor for the specific
project of developing and/or improving a World Wide Web site to be installed on
The Client's server. The Client hereby authorizes Stratford to access this
account and authorizes the Internet Service Provider to provide Stratford with
"write permission" for The Client's web page directory, egi-bin directory, and
any other directories or programs which need to be accessed for this project.
The Client also authorizes Stratford to publicize their completed Web site to
Web search engines, as well as other Web directories and indexes.

2) Basic Maintenance:

The maintenance or upgrades will begin on the date that the site launches and
maintenance agreement is signed. No other parties shall have the Tight to change
Or alter The Client's Website, other than Stratford Internet Technologies, or
the owner(s) of The Client, If The Client or an agent other than Stratford
attempts updating The Clients web pages, time to repair Web pages will be
assessed at 6e hourly rate, and is not included as part of the updating time.

3) Web page construction and Deposit:

Stratford shall design Clients Website with:

1.   A Project Charter .-The Project Charter is a comprehensive document that
     includes all aspects of the project. The more important components will
     include the Information Architecture Diagram Implementation Plan,
     Production Schedule and Research Information, This Is the technical and
     specifics; documentation that acts as the blueprint for the production of
     the site.

2.   Custom Graphics and Interface Design.

3.   Oracle 8 Database Architecture - The oracle database will allow for
     membership registration and tracking. All members will be able to create an
     account that incorporates access to the unique features of the Virtually
     Dating environment. This system will be the backbone of the membership and
     contact information and will allow for follow and contact capabilities (via
     e-mail) with all of the Virtually Dating site visitors (if they provide
     contact information) and members.

4.   E-commerce Transaction Authorization - Stratford will set-up and configure
     a credit card transaction/authorization system to process memberships and
     allow immediate access to Virtually Dating features. Online Innovation will
     be required to supply It's own merchant accounts. The system proposed
     utilizes merchant accounts from the Royal Bank (Visa), Online Innovation
     will be charged a fee of $0.50 per transaction for processing.

5.   Interactive "Build your own web site/profile/avatar" system (Flash) -
     This system will allow members the capabilities of creating their own
     'self-portrait' avatar. Users will drag and drop graphical elements onto a
     staging area in order to create themselves from a library of components
     (eyes, halt, and accessories). 'Me feature will also allow for a profile
     listing - Using the personal information they provide, and by following a
     few step-by-step procedures, the member will create their own Personal
     Profile Webpage.

6.   Interactive Avatar-Based Chat Environments (Flash) - Twelve (12),
     interactive chat room environments will be created to host members avatars,
     each chat room will have its own theme. Proposed themes are: The
     Coffeehouse, The Bookstore, The Living Room, The Jam- Club, The Market, The
     Purple-Turtle Nightclub, Skiers Paradise Lodge, The Mile-High Club, The
     Elevator, The Back Seat, The Fantasy Room and The Casino.

7.   *Interactive, Multiple Player Avatar-Based Games (Flash/Shockwave) -
     Four Interactive shockwave games that incorporate the member's avatar.
     Games may include a strip poker or similar style interactive/fun game.
     Where it is not possible after beat efforts to provide all four games
     avatar-based, Stratford will provide and execute a contingency plan where
     the remaining games will be interactive, with text chat as a minimum
     criteria for Interactivity.


<PAGE>

8.   Streaming High-Quality Audio Player (4 tracks to start) - Flash streaming
     MP3 with authoring and original music composed in-house by Stratford's own
     sound engineer.

9.   Direct live video chat connection - Webcam-to-Webcam connections featured
     on the Virtually Dating site,

10.  Animated Greeting Cards and virtual gifts (flowers, chocolates, poetry,
     expensive virtual cars and jewelry, etc.) with steaming MIDI sound. Fill
     out the information and send a card from the Virtually Dating Gallery of
     animated cards. 10 animated cards will be developed with the theme of New
     Friends/Love - all animated cards will (optional) feature Stanley the
     Turtle delivering the message.

11.  Personal (private) messaging system to correspond with other members
     (not an independent e-mail system, but can notify users e-mail of new
     messages). Members can post messages to other members. Profile pages will
     have the capabilities for other members to leave messages (via a text
     message window) that can only be viewed privately -members will have the
     option of having their messages available other members to view, Non-
     members will not have the option of contacting or leaving messages on a
     selected profile.

12.  Set-up and configuration of the Ask Bridgette Advise System - This section
     of the site will be designed to introduce Bridgette and will Incorporate
     capabilities to contact Bridgette to ask questions, This can be set-up to
     either allow the general public to view questions and answers or handle all
     correspondence privately or possibly both (option to post public or send
     for a private correspondence)

13.  Daily horoscopes (3' party licensing for users of Virtually Dating) - Most
     likely this content will be licensed from a third party. Horoscope feeds
     can be obtained from Astrology.Net, they have over 200 content items
     available for syndication and adds new content Items on a regular basis.

14.  Dating Safety Tips - Professional dating safety tips and advise for using
     the Virtually Dating system, corresponding with other users wishing to meet
     you and one-on-one contact (meeting). Stratford can provide information,
     based on research, to be approved by Online Innovation.

15   Survey Questions - To field areas of Interest for our members - see results
     right on-line to weekly survey questions. Questions to be provided by
     Online Innovation.

Scope of this technology yet to be determined and may affect successful
development of this component.

4) Consultant's warranties*

   Stratford represents as follows!

1.   The Stratford will create and use Artwork. Clipart, Programming and
     website pages other than the Client's logo and except for artwork and
     coding supplied by the Client;

2.   That Stratford has the full and unrestricted right to make this
     agreement;

3.   That the artwork will not infringe upon any statutory copyright;

4.   That it contains no matter contrary to the law;

5.   That Stratford has the right to use the likeness of all the persons
     depicted in the artwork where Stratford has supplied the likeness;

6.   That Stratford will Indemnify the Client and hold the Client harmless
     from any and all claims arising therefrom, including legal fees;

<PAGE>

5) The Client Warranties.

The Client represents as follows:

1.     That all artwork, design, logos, likeness, or photos of persons as
       supplied by the Client are with proper permission;

2.     That any artwork supplied by the Client does not infringe on any
       statutory right,

3.     That the Client will indemnify and hold harmless Stratford from any and
       all claims arising therefrom, including legal fees,

Related Development and Maintenance Issues and Standard Terms

1.     Strategic Work Plan

During the development process Online Innovation will provide feedback and
direction on content and copy, while Stratford will provide and implement the
copy, creative and technical strategy. Stratford will be responsible for the
deliverables outlined in the Web Development Plan and the milestones set forth
in the Production Schedule. Meeting these milestones is heavily dependent upon
timely delivery of any required content from Online Innovation and the
expeditious review of prototypes,

Online Innovation will be required to,

    . Review and approve in writing the Virtuallydating Implementation Plan
    . Review and approve in writing Usability Prototypes
    . Review and approve in writing Design Prototypes
    . Review and approve in writing the final version of the Virtuallydating
      site
    . Deliver all copy and other specified material (graphics, images, logos,
      etc.) to Stratford's office in digital format

After official sign-off, any modifications to the Information Architecture, the
site's navigation, the content, etc. must be Initiated by an official Change
Request: this procedure must be approved of by both parties and will, in all
likelihood, impact both the budget and the Production Schedule.

2.     Changes to the Project in Development:

For ALL changes to approved development, design and architecture of the site
and/or database system, the Client will be required to submit a formal Change
Request form. Changes to, and re-allocation of, budget considerations and
production schedules will be formali7ed and approved by The Client before any
changes will be made.

Changes are to be made through the assigned Project Manager only.

3.     Submitting and Editing Copy-

Any text originating from The Client that is to be place onto The Clients Web
Pages must be submitted to Stratford in digital format. Any text that is
submitted by The Client that requires transfer into digital format by Stratford
will be billed at $75.00 an hour,

Time required making substantive changes to client-submitted text after the Web
pages have been constructed and previously approved, will be subject to
additional fees, billed at the hourly rate and is not part of the maintenance
terms.

<PAGE>

5.     Sounds or Music:

All sound and music to be used on the Clients Website must be submitted to
Stratford Internet Technologies in an appropriate digital format to be used on
the Client's web pages. Any changes, reformatting or converting of a sound or
music rile, by Stratford will be billed at in hourly rate of $150.00. Some
examples include analog to digital conversion, digital editing or original music
composition.

All Sound and music files must be submitted to Stratford by the Client either on
floppy disk, Zip Disk, CD-ROM or, Emailed to Stratford, or made available to
Stratford by means of the Internet or World Wide Web.

6. Plug-Ins-

All plug-ins that the Client wishes to use for their webpages are included in
this development and maintenance contract, provided that the support files and
the plug-in are made available.  (This would include giving Stratford the
manufacturer URL's to download the plug-ins or the Client supplying it to
Stratford.  All additional manufacturer fees would be billed to the Client). Any
changes to the files or support files for the plug-ins must be submitted to
Stratford by the Client on floppy disk, Zip Disk, CD-ROM, Emailed to Stratford
Internet Technologies, or made available to Stratford by means of the internet
or world wide web. Any additional coding or upgrading to the plug-ins that
requires reformatting, new coding, or the creation of files will be billed at an
hourly rate of $150.00. If plug-ins are to be upgraded due to a newer version
issued by the manufacturer, and no additional changes by Stratford are required,
there will be no additional charges for the upgrade.

NOTE:  This does not include, reconfiguring servers, setting up mime type on the
server, or an extended installation that requires a reformatting of the user end
files or re-coding of the web page.

Plug-in NOTE:  Setting up and maintaining plug-ins, can be very easy or very
difficult, depending on the plug-in in question and servers being used, Most
plug-ins am easy to maintain and upgrade and Stratford would not charge for most
changes. However, Stratford reserves the tight to charge an hourly rate for
updating and maintaining plug-ins on Client's web pages and website, at
Stratford Internet Technologies own discretion.

7. Advertising and Search Engines,

Stratford does not take responsibility for the placement of the Client's
webpages or website by selected Internet search engines. Stratford shall have
the right to add the Clients Website or webpages to if s link section on the
Stratford Website, and to show any or all parts of the Clients Website as an
example of Stratford Internet Technologies' work, whether by directing people to
the Client's wcbpages or Website, or by showing die Client's Website on remote
computers or in Stratford's portfolio. Stratford reserves the right to place at
HTML link on the client's home page.

<PAGE>

8. Additions:

The Client will receive at no extra charge, changes to text or graphics on their
Website for the duration of this contract (within the limits stated In the
contract), with all terms and conditions applying from the date of signing of
this contract, provided that the Client provides the text or graphics to
Stratford.  All other changes to graphics, text, coding & styles on the Client
Website will be billed at $150.00 an hour, in thirty (30) minute increments (all
approved development are subject to a formal Project Change request, through the
Project  Manager).  The addition of any custom created graphics, and Images by
Stratford, will be billed at an hourly rate of $150.00.

9. Uploading and Installation:

Stratford will upload and install the changes to all of the Client's web pages
and Website on the Client's server (Server fees and costs are not included with
fix rates).

10. Non-disclosure and Security.

Stratford takes the privacy and security of its customers and it self very
seriously.  The Client shall maintain all information obtained by Stratford in
the strictest confidence. Stratford shall not disclose or reveal any information
obtained from the client to any individual or other entity for the life of this
contract or until it has been released to the public by the Client.

All passwords, high security issues, ways of operation, business practices and
corporate secrets of the Client, shared with Stratford, shall remain in the
highest confidence and will not be reveled or given out by Stratford. The Client
shall also hold all information obtained from Stratford in the highest
confidence.

All business secrets, passwords, and high security issues, obtained by the
Client about the way Stratford operates shall not be given out or revealed to
anyone. Violation of these security issues can result in the penalty of the law,

In order to protect the concept and competitive advantage or the Client's
virtuallydating.com website, and  webpages, Stratford agrees to not create,
maintain, supply artwork, computer riles, coding or scripts, text or any other
material, or advisory services to any other company involved in the online
dating industry for a period of two (2) years to commence at the successful
launch of the virtuallydating.com website and webpages.

11. Copyrights and Ownership:

Any image, graphics, sound, music, custom coding or scripts, text and any other
material supplied by the Client to Stratford, will remain the property of its
owner, be it Client or a 3rd party.  Stratford assumes, that any items or
materials supplied by the Client, for it's web pages or Website, are legally and
lawfully obtained by the Client. The Client shall assume all the legal rights
and responsibilities of obtaining any materials that it supplies to Stratford
for it's webpages.  The Client shall be held responsible for any unlawfully
obtain ad materials and related fees,  It supplies to Stratford for it's
webpages.  This would include, but is not limited to, legal fees, court fees,
lawyer fees, copyright violation fees, and all fees that would apply from a
copyright infringement lawsuit. Stratford shall not rouse or modify any image,
graphics, sound, music, custom coding or scripts, text and any other material
supplied by the Client, for any other webpage or Website that Stratford works
on, without approval from the client.

Any image, graphic, sound, music, custom coding or scripts, texts and any other
material supplied by Stratford shall become the property of Online Innovation,
Inc. Online Innovation will assume all rights and legal copyrights of the
virtuallydating.com website and webpages.

12. ISP and Server Charges:

The Client understands and realizes, that this contract does not provide TSP
(Internet Service Provider) connections, services or a Web Hosting server. That
the Client must obtain their own Internet connection and securities own web
space either with Stratford Internet Technologies (secondary agreement) or with
an ISP of their choosing, That the charges for an ISP and Web Server are not

<PAGE>

included in the prices listed here for web development. The Client will also
provide Stratford the location of the ISP or web Server that will be used for
the maintenance of its Website or web pages. By providing, any passwords, codes,
URLs, directories, FTP addresses, user names or any other information that Is
directly involved or needed for Stratford to perform it's obligations to the
Client.  The Client or Stratford shall also Inform the Client's ISP or web host
of the fact that Stratford is maintaining the Client's Website, or web pages,
and that the ISP shall allow Stratford to work on and make changes on their
servers or computers as required.

13. Understanding of Contract and Terms:

The Client understands and agrees with these terms that are listed. The Client,
by hiring Stratford and going into this agreement, acknowledges that he/she has
read this contract and will be bound to the terms of it. The Client acknowledges
that Stratford has the right to make this contract, and to terminate it if the
terms here are broken by the Client.  Stratford will not give refunds or
exchanges for any terminated or canceled contracts.  If the contract is
terminated for any reason, the Client shall be billed for work not yet paid for,
that was completed by Stratford.

14. Headings:

Headings used in the agreement are for convenience only and shall not be used to
interpret or construe its provisions.

15. Notices:

All notices or other documents under this agreement shall be in writing and
delivered personally or fax received, or mailed by certified mail, postage
prepaid, addressed to Stratford and the Client at their last known addresses.
Any  extras that are added on by the Client, will be billed by either an hourly
or page rate. All additions must be approved before, by the Client and submitted
to Stratford in writing and delivered personally or fax received, or mailed by
certified mail, postage prepaid, addressed to Stratford Internet Technologies.

16. Expenses:

Stratford reserves the right to charge the Client all and any additional fees or
expenses, which might occur from the creation, maintenance or development of the
Client's website or web page, in which Stratford incurs a cost or bill from an
outside agency, organization, company or any other entity, so long as the Client
has previously approved in writing the authorization of the said expenses.

<PAGE>

Stratford Billing and Payment Terms and Incentives

Payment and Billing Terms-

All orders and maintenance contracts must be accompanied by (a deposit of) at
least 50% of the overall cost of the order when submitted, All extra maintenance
and additions that are billed at an hourly rate shall be billed to the Client at
the end of each month.  All invoices must be paid within thirty days (30) of
invoice date. All maintenance fees must be paid at least thirty days (30) before
termination of the maintenance contract.

All delinquent accounts will be assessed a $25 charge if payment is not received
within 30 days of the Invoice date, If an account remains delinquent 31 days
after its invoice date, an additional 5% penalty will be added for each month of
the delinquency. Stratford resumes the right to remove or make unattainable any
webpage or Website or portion of the work, of a delinquent account until full
payment is received.  (A setup and installation fee of $100.00 will apply for
restoring the Client's website and $25.00 per web page to be viewed on the Web
or Internet or an in-house Intranet).

Between:     Stratford Internet Technologies Inc.
             500-1168 Hamilton Street
             Vancouver, B.C.  V6B 2S2

And:         Online Innovation Inc.
             4001 Kennett Pike # 134
             Wilmington, Delaware
             USA, 19807

Per:  /s/Chad Lee           witness    /s/Marlene Schluter
    ------------------------       -----------------------


Sean Jordan
Director, Interactive Communications, Stratford Internet Technologies, Inc.

Per:  /s/ signed           witness    /s/ Marlene Schluter


<PAGE>

Purchase Agreement

This Agreement made as of the 2nd day of April, 1999.

BETWEEN:     OnLine Innovation, a non-reporting private company, having an
             office at 1961 Whyte Avenue, Vancouver, B.C., Canada.

                     (herein called the "Vendor")

                                       AND

             Sinaloa Gold Corp., a body corporate, dully incorporated under the
             State laws of Delaware, U.S.A-, having an office at, 4001 Kennett
             Pike, Suite 134, Wilmington, Delaware. 19807 and Suite 202, 1118
             Homer Street, Vancouver, B.C., Canada.

                     (herein called the 'Purchaser")

WHEREAS:

The Vendor wishes to sell a 100% interest of OnLine Innovation and all
proprietary and intellectual property associated with the company and more
particularly known and described in Schedule "A" attached hereto (the Business
Plan and Concepts, Domain) to the Purchaser.

The parties have agreed to the following terms: The Vendor will receive 400,000
common shares of Sinaloa Gold Corp. valued at $0.50 per share upon signing and
the Purchaser will receive a 100% interest of OnLine Innovation.

The Vendor is responsible for any outstanding liabilities incurred prior to the
date of this agreement.

This Agreement is an enforceable Agreement under the State laws of Delaware.

OnLine Innovation                              Sinaloa Gold Corp.
by:       /s/Darin Wong                        by:        /s/Chad Lee
  ---------------------------------            --------------------------------
     Authorized Signatory                         Authorized Signatory
     Darin Wong, Founder                          Chad D. Lee, President and
                                                  Director


<PAGE>
                                  Schedule "A"

1.  See attached business plan dated February 1999.

2.  World Wide Web domain name: www.virtuaRydating.com



<PAGE>

                              ONLINE INNOVATION INC.

- --------------------------------------------------------------------------------
Date:  March 31, 1999

FORTUNE CAPITAL MANAGEMENT(USA)INC.

Dear Sir.

Re:     ONLINE INNOVATION, INC. ("the Corporation") Consultant Agreement between
        the Corporation and Fortune Capital Management (USA) Inc. ("the
        Consultant")
- --------------------------------------------------------------------------------
We write to confirm the agreement of the Corporation to retain the Consultant on
the following terms and subject to the following conditions:

1.     The Consultant agreed to provide corporate finance services and related
       office administration services to the Company (the "Consultant
       Services").  In addition, as part of the Consultant Services, the
       Consultant agrees to perform such other duties and observe such
       instructions as may be reasonably assigned by the President, which are
       within the scope of the Consultant Services.  The Corporation
       acknowledges and agrees that the Consultant Services.  The
       Corporation acknowledges and agrees that the Consultant Services will be
       provided by the Consultant on a part-time basis.

2.     The Corporation will pay to the Consultant a consultant fee of $6,000.00
       US per month (the "Consultant fee") in consideration for the Consultant
       Services.


3.     The Corporation will reimburse the Consultant for reasonable travel and
       other expenses actually and properly incurred by the Consultant in
       providing the Consultant Services.  The Consultant will provide proper
       receipts and invoices at the request of the Corporation.

4.     The Consultant agrees not to disclose to any person any confidential
       information concerning the business or affairs of the Corporation which
       the consultant may have acquired in the course of, or incidental to
       providing the Consultant Services, and the Consultant will not directly
       or indirectly use (whether for his own benefit or the detriment or
       intended detriment of the Corporation) any confidential information he
       may acquire with respect to the business and affairs of the Corporation.
       All obligations with respect to confidential information will survive
       termination.

5.     The terms of this Agreement will be for a period of one-year commencing
       on the date of the Agreement and subject to earlier termination as
       provided as provided herein.  The term of the Agreement may only be
       extended by the written agreement of the Corporation and the Consultant.
       The Corporation may terminate this Agreement at the Corporation's option
       upon the breech by the Consultant of its obligation pursuant to this
       Agreement, provided that the Corporation has given written notice of
       default to the Consultant and the Consultant has failed to remedy the
       default within 30 days of receipt of written notice from the Corporation.

<PAGE>

6.     The Corporation may terminate this Agreement at any time upon written
       notice to the Consultant of termination and payment to the Consultant of
       an amount equal to the balance of the Consultant Fee owing for the one
       year term as full and final payment of any and all liquidated damages to
       the Consultant arising from early termination of this Agreement.

7.     The Consultant may terminate this Agreement at any time upon thirty days
       written notice to the Corporation.

8.     This agreement may not be assigned in whole or in part by the Consultant
       without the prior written consent of the Corporation.

If you are in agreement with the terms and conditions of engagement, please
execute a copy of this letter where indicated below.

ONLINE INNOVATIONS INC.
by its authorized signatory:



      /s/Chad Lee
- -------------------------


The undersigned hereby accepts engagement as a consultant of the Corporation on
the terms and subject to the conditions as set forth in this letter agreement.

FORTUNE CAPITAL MANAGEMENT (USA) INC.
by its authorized signatory:




       /s/ Stanley S. Ross
- -------------------------------
     Stanley S. Ross, President

<PAGE>

                                OPTION AGREEMENT


THIS AGREEMENT is dated for reference the 2nd day of February, 1999.

BETWEEN:

        ONLINE INNOVATION, Inc.
        Suite 202, Homer Street
        Vancouver, B.C.  Canada  V6B 6L5

        (hereinafter called the "Optionor")
                                                                 OF THE ONE PART
AND:

        FORDEE MANAGEMENT COMPANY

       (hereinafter called the "Optionee")
                                                              OF THE SECOND PART

WHEREAS:

    A.  The Optionor has represented that it has authorized in excess of 400,000
        common shares (the "Shares") in the capital stock of Online Innovations,
        Inc. (the "Company").

    B.  The Optionor has agreed to grant to the Optionee an option to purchase
        the Shares on the terms and conditions set forth.

NOW THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of the sum of
$10.00 pain by the Optionee for the Options:  (the receipt of which is hereby
acknowledged), the parties hereby covenant and agree as follows:

1.     The Optionor hereby grants to the Optionee the sole and exclusive option,
irrevocable within the time limited herein for its exercise, to purchase the
Shares or any number of them free and clear from all liens, charges and
encumbrances whatsoever (the "Option") for the purchase price of $0.20 U.S. per
share (the "Option Price").  Upon exercise of the Option in part, the Option
shall survive for the balance of the Option which remains unexercised.
<PAGE>

2.     This option shall be open for exercise in whole or in part and shall be
irrevocable from the date of this Agreement up to, but not after, 12:00 noon
(Vancouver Time) on October 2, 2002 (the "Option Period") and may be exercised
by written notice from the Optionee to the Optionor.  The Optionor shall ten
forthwith deliver to the Optionee share certificates, together with a medallion
guaranteed executed stock power of attorney, representing the Shares for which
the Option has been exercised, free and clear of all liens charges and
encumbrances, whatsoever, against payment, by cash, certified check or bank
draft of the Option Price.  The parties agree that within one year from date
hereof, company will register this option of the underlying shares thereunder to
allow all shares purchased under this option to be freely tradeable.

3.     In the event that the common shares in the capital stock of the Company
as presently constituted shall be consolidated, subdivided or otherwise altered
(other than by increase of capital) prior to the exercise by the Optionee of the
Option, then the Option shall be proportionately adjusted so that stock of the
Company that he would have been entitled to receive the following such
consolidation, subdivision or alteration if he had purchased the shares covered
by his option prior thereto and had held the shares at the time of such
consolidation, subdivision or alteration.

4.     |n the event that the common shares in the capital stock of the Company
as presently constituted shall be consolidated, subdivided or otherwise altered
(other than by increase of capital) prior to the exercise by the Optionee of the
Option, then the Option shall be proportionately adjusted so that stock of the
consolidation, subdivision or alteration if he had purchased the shares covered
by his option prior thereto and had held the shares at the time of such
consolidation, subdivision or alteration.

5.     Any notice given or demand made hereunder shall be well and sufficiently
given if mailed by prepaid registered post or delivered to the party at his
address hereinabove set out and shall be deemed to have been given on the date
on which it was delivered or, if mailed, on the fifth business day following the
day on which it was mailed in any post office in Canada.  In addition, Optionor
may deliver any notice to the Optionee by facsimile to Optionee at (818)
905-1404 and notice will be deemed to be received upon receipt of a successful
transmission confirmation by the Optionor.

6.     Time shall be of the essence of this agreement.

7.     The parties shall do such further acts and execute such further documents
and assurances as are reasonably necessary in order to effectively carry our the
intent of this agreement.

8.     This Agreement will be assignable by the Optionee without the consent of
the Optionor.
<PAGE>

9.     This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.

OPTIONEE:
FORDEE MANAGEMENT COMPANY


        /s/Stan Medley
- -------------------------------
Stan Medley, President


OPTIONOR:
ONLINE INNOVATION, INC.


       /s/Chad Lee
- ------------------------------
Chad Lee, President


<PAGE>

THIS MANAGEMENT AGREEMENT is effective as of the 1st day of November, 1998.

BETWEEN:

          ONLINE INNOVATION INC., a company duly incorporated under the laws of
          ----------------------
          the State of Delaware, having its Head Office at 218 - 1118 Homer
          Street, Vancouver, British Columbia.

          (the "Company")
                                                                 THE FIRST PART
AND:
          MCS MANAGEMENT LTD.,  a company duly incorporated under the laws of
          -------------------
          the Province of British Columbia, having its Head Office at 2233
          Lillooet Street, Vancouver, British Columbia.

          (the "Contractor")
                                                                THE SECOND PART

     WHEREAS the Company wishes to retain the Contractor to provide management
and administrative services to the Company and the Contractor has agreed to
provide such services pursuant to the terms of this Agreement.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and mutual covenants and conditions herein contained, the parties
hereto covenant and agree each with the other as follows:

     Duties of the Contractor
     ------------------------

1.     The Contractor shall provide the following management and administrative
services to the Company pursuant to the terms and conditions of this Agreement:

     (a)     administration of the day to day affairs of the Company;

     (b)     providing liaison with the Company's, accountants and lawyers;

     (c)     co-ordinating the dissemination of news of the Company to the
             public and to shareholders of the Company; and

     (d)     overseeing the development of the Company's products and services
             and devising strategies for the further development of the
             Company's business.

3.     The Contractor shall provide the services contemplated herein faithfully,
diligently, to the best of its abilities and in the best interests of the
Company and shall devote the time necessary to effectively deliver said
services.

<PAGE>
Page 2

4.     The Contractor shall not, except as authorized or required by its duties,
reveal or divulge to any person or companies any of the trade secrets, secret or
confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or other affairs of the Company
which may come to its knowledge during the term of this Agreement.  This
restriction shall apply after the termination of this Agreement but shall cease
to apply to information or knowledge which may come into the public domain.

     Term of This Agreement
     ----------------------


5.     The term of this Agreement is for a period of (1) year from the date
hereof, and thereafter shall continue in full force and effect from year to
year, at a remuneration to be  negotiated and agreed upon between parties,
unless terminated according to terms prescribed in this Agreement.

     Compensation to the Contractor
     ------------------------------

6.     For the Contractor's services under this Agreement, the Company shall pay
the Contractor a management fee in the amount of $2,500 (USD) per month.  In
addition to the payment of the fee, the Company shall reimburse the Contractor
for all expenses actually and properly incurred by the Contractor on behalf of
the Company in carrying out its duties and performing its functions under this
Agreement and for all such expenses the Contractor shall furnish statements and
vouchers to the Company prior to reimbursement.

     Reporting by the Contractor
     ---------------------------

7.     At least once in every month, the Contractor shall provide to each
Director such information concerning the Company's businesses and activities for
the previous month as the Directors may reasonably require.

     Termination
     -----------

8.     This Agreement may be terminated by the Company without prior notice if,
at any time, the Contractor, while in the performance of its duties commits a
material breach of a provision of this Agreement, is unable or unwilling to
perform the duties under this Agreement, commits fraud or serious neglect or
misconduct in the discharge of its duties hereunder or becomes bankrupt or makes
any arrangement or compromise with its creditors.

9.     The Company may terminate this Agreement with cause upon giving the
Contractor thirty (30) days' notice and the Contractor may terminate this
Agreement with cause upon giving the Company thirty (30) days' notice.

<PAGE>
Page 3

     General
     -------

10.     This Agreement may not be assigned by any party except with the written
consent of the other party hereto.

11.     Time shall be of the essence of this Agreement.

12.     This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof.

13.     This Agreement shall enure to the benefit of and be binding upon each of
the parties hereto and their respective successors and permitted assigns.


     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.

ONLINE INNOVATION INC.

Per:

/s/ Chad Lee
- ---------------------------------
Authorized Signatory


MCS MANAGEMENT LTD.

Per:

/s/ Marlene Schluter
- -------------------------------
Marlene C. Schluter



<PAGE>

                             AGREEMENT IN PRINCIPLE


This agreement made as of the 30th day of September, 1997


BETWEEN:      Minera Fuerte Mayo, a body corporate, dully incorporated under the
              laws of Mexico, having an office at, Dakota 204-203 Col. Napoles,
              Mexico DF 03810

              (hereinafter called the "Vendor)


                                      AND


              CL Communications Group and/or Assigns, having an office at
              #61-12411 Jack Bell Dr., Richmond, B.C. V6V 2S5

              (hereinafter called the "Purchaser")

WHEREAS:


The Vendor wishes to sell a 60% interest in certain mineral properties located
in the State of Sinaloa, Mexico and more particularly known and described in
Schedule "A" attached hereto (the "Property Opportunities")

The parties have agreed to the following terms:$900,000 usd total as a cash
payment. The Issuance of 3,000,000 shares from the company's treasury and a work
commitment of $4,500,000 usd over three years.

The payment schedule of the above terms are as follows:
  a)  the sum of $30,000 usd (the deposit) will be paid on or before October
      10, 1997.

  b)  the sum of $120,000 usd will be paid on or before December 24, 1997.

  c)  the sum of $150,000 usd will be paid on or before June 24, 1998.

  d)  the sum of $150,000 usd  will be paid on or before December 24, 1998.

  e)  the sum of $150,000 usd will be paid on or before June 24, 1999.

  f)  the sum of $300,000 usd will be paid on or before December 24, 1999.




<PAGE>






Three million (3,000,000) shares from the company's treasury will be issues to
Minera Fuerte Mayo at the time of signing the formal Joint Venture Agreement.

The parties have agreed that the combined work commitment on the property
opportunities will be as follows:
   i)  Year 1: $900,000 usd

  ii)  Year 2: $1,500,000 usd

iii)  Year 3: $2,100,000 usd

The parties hereto agrees that the deposit is immediately releasable and
non-refundable.

Although this agreement is an enforceable agreement, the parties shall enter
into further formal agreements incorporating the foregoing terms, as well as
standard representations and warranties in connection with the transaction as
are reasonably required by the purchaser and the vendor and in such a form as
is mutually agreeable to the parties.



Minera Feurte Mayo                         CL Communications Group


by: //s//Ing. Cuitlahuac Rangel A          by: //s//Chad Lee
   ----------------------------               ----------------------------
   Ing. Cuitlahuac Rangel A.                   Chad Lee
   (Director General)







<PAGE>




                                  Schedule "A"



Mining Area                         Location                     Surface Area
- -----------                         --------                      ------------

Los Azules                 El Tablon, Municipality               1500 hectares
                          of Rosario, Sinalon State

Kamichin                  Municipality of Concordia,              700 hectares
                              Sinaloa State

San Esteban               El Quelite Municipality                 231 hectares
                       of Mazatlan, Sinaloa State

Realito                  Municipality of Mazatlan,               4983 hectares
                              Sinaloa State




<PAGE>
                    PROPOSAL AND OFFER TO BUY STOCK


To: Micro Millennium, Inc.

In consideration of the issuance of 8,500,000 shares of stock in MICRO
MILLENNIUM, INC., at a price of $.0035294 per share, C.L. Communications Group
and/or Assigns, does hereby offer to sell, assign, convey, transfer, and deliver
to MICRO MILLENNIUM, INC. all of its right, title and interest in and to the
following property:


ITEM                                                      FAIR VALUE

See Schedule A                                             $30,000

                                        TOTAL:             $30,000
                                                            ------


DATED:  SEPTEMBER 30, 1997


                         //s//Chad Lee
                         -------------------------------------------------
                         C.L. Communications Group and/or assigns, Offeror
                         By:  Chad Lee, President


The above offer was accepted by the Board of Directors on SEPTEMBER 30, 1997.


                         MICRO MILLENNIUM, INC. a Delaware Corporation

                              //s//Charlene Kalk
                         By:  --------------------------------------------
                              CHARLENE KALK,  President

                              //s//Charlene Kalk
                              --------------------------------------------
                              CHARLENE KALK, Secretary



<PAGE>



                               SIGNATURES


   In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:     March 14, 2000                 ONLINE INNOVATION, INC.
        ----------------                      (Registrant)


                                         By:   /s/ Chad Lee
                                             ----------------------
                                             Chad D. Lee, President




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition of Online Innovation, Inc at December 31, 1999
(unaudited) and the Statement of Income for six months December 31,1999
(unaudited) and is qualified in its entirety by such reference to such financial
statements.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                         312,831
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               314,202
<PP&E>                                          63,853
<DEPRECIATION>                                 (4,893)
<TOTAL-ASSETS>                                 373,162
<CURRENT-LIABILITIES>                          127,500
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     1,373,000
<OTHER-SE>                                 (1,127,338)
<TOTAL-LIABILITY-AND-EQUITY>                   373,162
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             (581,611)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (581,611)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (581,611)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (581,611)
<EPS-BASIC>                                     (0.05)
<EPS-DILUTED>                                   (0.05)


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission