CYBEROAD COM CORP, SB-2/A, 2000-07-20

CYBEROAD COM CORP
SB-2/A, 2000-07-20
BUSINESS SERVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE EFFECTIVE AMENDMENT NO. 2 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CYBEROAD.COM CORPORATION
(Name of Small Business Issuer in Its Charter)

Florida 7372 65-0916440
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
Oficentro Sabana Sur
Edificio 7, 5 Piso
San Jose, Costa Rica
506-296-6335
(Address and Telephone Number of Principal Executive Offices)

Oficentro Sabana Sur
Edificio 7, 5 Piso
San Jose, Costa Rica
(Address of Principal Place of Business or Intended Principal Place of Business)

Intrastate Registered Agent
701 Brickell Avenue, Suite 3000
Miami, Florida 33133
305-789-7770
(Name, Address and Telephone Number of Agent for Service)

Copies to:
Corporate Secretary
cyberoad.com Corporation, Oficentro Sabana Sur
Edificio 7,5 Piso
San Jose, Costa Rica

and to

Julie M. Kaufer, Esq.
Troop Steuber Pasich Reddick & Tobey, LLP
2029 Century Park East
Los Angeles, California 90067
(310) 728-3200

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 145 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, check the following box.

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.

CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title Of Each Class Maximum Maximum Amount Of
of Class of Securities Amount To Be Offering Price Offering Registration
To Be Registered Registered(1) Per Unit(2) Price Fee(3)
--------------------------------------------------------------------------------
Common Stock,
par value
$.0001 per share 13,373,395 $ 3.25 $ 43,463,534 $ 11,474
================================================================================

(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's common stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).

(3) This figure was previously paid in connection with the initial filing and
subsequent Amendment No. 1 of this Registration Statement on Form SB-2 and
Amendment No. 1 thereto filed on February 24, 2000, and May 18, 2000,
respectively. The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective time until
the Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

SUBJECT TO COMPLETION - July 19, 2000

13,373,395 Shares PROSPECTUS

CYBEROAD.COM CORPORATION

Common Stock

This prospectus may be used only in connection with the resale by the
parties listed below or their assigns of shares of the common stock of
cyberoad.com Corporation as follows:

Up to 8,659,650 shares of common stock that were issued by us in connection
with the purchase of all of the stock of Cyberoad.com (Isle of Man) Ltd.

Up to 2,253,745 shares of common stock that were issued by us to certain
selling stockholders under securities purchase agreements.

Up to 291,375 shares of common stock that underlie options that were issued
by us to Thomson Kernaghan as a placement agent commission fee under the
placement agency agreement.

Up to 50,000 shares of common stock that were issued by us to a selling
stockholder as compensation for services rendered.

Up to 618,625 shares of common stock issued and held in escrow pursuant to
the securities purchase agreements.

Up to 1,500,000 shares of common stock issued to selling stockholders in
connection with the purchase by Cyberoad.com (Isle of Man) Ltd. of the
issued and outstanding shares of Ecomm Relationship Technologies (IOM)
Limited.

The selling security holders may offer their shares through public or
private transactions at prevailing market prices or at privately negotiated
prices. cyberoad.com will not receive any proceeds from this offering.

An investment in these securities is risky. You should only purchase
these shares if you can afford to lose your entire investment. See "Risk
Factors" beginning on page 4 for a discussion of certain factors that you should
consider before you invest in the common stock being sold with this prospectus.

The information in this prospectus is not complete and may be changed.
The selling stockholders may not sell these securities until the registration
statement filed with the SEC is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

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

This prospectus is dated July 19, 2000

<PAGE>

PROSPECTUS SUMMARY

ABOUT CYBEROAD.COM CORPORATION

cyberoad.com is an Internet technology and software development
company. cyberoad.com develops, markets and licenses its software systems and
provides related technical and marketing support to its clients and licensees,
who are operators of Internet sportsbook and casino websites.

In November 1999, cyberoad.com released its Netbook Version 2 sports
betting software system. It is a browser-based, no downloads system that allows
sports enthusiasts to bet on a wide variety of sporting events using almost any
computer system, anywhere in the world. cyberoad.com also provides a software
system that supports several browser-based virtual casino games including
blackjack, roulette and slots.

As part of its technology services and software development features,
cyberoad.com provides a proprietary e-commerce financial transaction processing
system that enables secure online commerce and information transmission.

Clients and licensees also receive network hosting on cyberoad.com's
web servers that are located in Costa Rica and Canada, as well as full technical
and customer support and marketing and website management services.

cyberoad.com Corporation was incorporated in Florida in June 1988 with
its primary operating subsidiary located in the Isle of Man. cyberoad.com's
principle office is located in Costa Rica at Oficentro Sabana Sur, Edificio 7, 5
Piso, San Jose, Costa Rica, telephone (506) 296-6335. Information on our website
located at www.cyberoad.com does not constitute part of this prospectus.

ABOUT THE OFFERING

--------------------------------------------------------------------------------
Shares offered by the Selling Stockholders ..... Up to 13,373,395 shares.
--------------------------------------------------------------------------------
Offering Price.................................. Determined at the time
of sale by the selling
stockholder.
--------------------------------------------------------------------------------
Total Shares outstanding as of March 31, 2000... 14,159,009 shares.
--------------------------------------------------------------------------------

The total shares outstanding as of March 31, 2000 do not include the
following shares that will dilute your investment if and when they are issued:

o 291,375 shares of common stock issuable upon exercise of the options
issued to Thomson Kernaghan & Co. Ltd.; and

o 2,199,500 shares of common stock issuable upon exercise of options
granted or available for future grant under our 1999 Stock Option Plan.

2
<PAGE>

Summary Consolidated Financial Information

The following summary financial data is derived from our financial
statements and related notes appearing elsewhere in this prospectus. You should
read the following summary financial data in conjunction with those financial
statements and notes. cyberoad.com was incorporated in June 1988 and conducted
no material operations prior to May 1, 1999. On May 1, 1999, cyberoad.com
Corporation purchased all of the stock of Cyberoad.com (Isle of Man) Ltd., a
corporation existing under the laws of the Isle of Man. Cyberoad.com (Isle of
Man) Ltd. had no material operations prior to May 1, 1999. Immediately
thereafter, Cyberoad.com (Isle of Man) Ltd. purchased certain assets from
Cyberoad Gaming Corporation relating to the online gaming technology. On May 1,
1999, Ecomm Relationship Technologies (IOM) Limited, a corporation existing
under the laws of the Isle of Man, purchased certain assets from Cyberoad Gaming
Corporation relating to the financial transaction processing technology. On
November 11, 1999, Cyberoad.com (Isle of Man) Ltd. purchased all of the
outstanding shares of Ecomm Relationship Technologies (IOM) Limited. The
following summary financial data for the three months ended March 31, 2000 and
the year ended December 31, 1999 reflects financial data for cyberoad.com
Corporation.

Three Months Ended Year Ended
March 31, December 31,
--------------------------------- ---------------------------------
2000 1999
--------------------------------- ---------------------------------
<S> <C> <C>

(in thousands, except per share (in thousands, except per share
data) data)
(unaudited)
Statement of Operations Data:
Total revenues $ 950 $ 1,959
Gross profit (loss) (174) 13

Loss from operations (975) (1,622)
Net loss (975) (1,622)
Basic and diluted net loss per share $ (0.07) $ (0.17)
Weighted average number of shares
used in computing basic and
diluted net loss per share 13,309 9,316

At March 31, 2000 At December 31, 1999
(in thousands) (in thousands)
Balance Sheet Data: (unaudited)
Cash and cash equivalents $ 937 $ 1,336
Restricted cash 227 227
Total current assets 1,760 2,239
Total assets 3,526 3,915
Total current liabilities 1,107 1,104
Total stockholders' equity 1,266 2,218

</TABLE>
3
<PAGE>

RISK FACTORS

You should carefully consider the following risks before you decide to
buy our common stock. The risks and uncertainties described below are the
material ones facing our company. If any of the following risks actually occur,
our business, revenues, financial condition or results of operations would
likely suffer. If this occurs, you may lose all or part of the money you paid to
buy our common stock.

Our operations may fail if we are unable to obtain additional financing

Our capital requirements are and will continue to be significant. We
cannot assure you that we will be able to operate on a profitable basis or that
cash flow from operations will be sufficient to pay our operating costs. We
anticipate that our current cash resources will be sufficient to fund operations
through the end of December 2000. Thereafter, we will need to raise additional
capital to finance our operations. We anticipate seeking additional financing
through debt or equity financings. We cannot assure you that additional
financing will be available to us, or, if available, any financing will be on
terms acceptable or favorable to us. We cannot assure you that our estimate of
our anticipated capital needs is accurate or that new business developments or
other unforeseen events will not occur that will result in the need to raise
additional funds. If we cannot raise additional funds, further development of
our technology and upgrades to our existing products may be delayed and we
otherwise may not be able to execute our business plan, all of which may have a
material adverse effect on our operations and financial condition.

You may be unable to effectively evaluate our company for investment purposes,
because we have a limited operating history

We had no material operations prior to May 1, 1999. Accordingly, we
have a very limited operating history upon which you may evaluate us. To date we
have generated limited revenue. In addition, our revenue model is evolving.
Under our model, we expect to generate a substantial portion of our revenues
from our licensing agreements with our licensees. Under our licensing
agreements, we receive a percentage of the net gaming revenue generated from a
licensee's site. However, we may not be able to generate revenues through these
agreements or other sources. We cannot guaranty or accurately predict our future
results of operations.

If we continue to incur significant operating losses, you could lose all or a
substantial portion of your investment

We commenced operations in May 1999 and to date, we have not been
profitable. We expect to continue to incur significant operating losses and to
generate negative cash flow from operating activities for the foreseeable
future. We incurred net losses of $975,152 for the quarter ended March 31, 2000.
As of March 31, 2000, our accumulated deficit was $2,699,726. We may never be
profitable, or, if we become profitable, we may be unable to sustain
profitability. Our limited operating history makes predicting our future
operating results difficult. An investor in our securities must consider the
risks and difficulties frequently encountered by early stage companies in new
and rapidly evolving markets, particularly those involved in the Internet and
electronic commerce. These risks include:

the level of use of the Internet and online services, and consumer
acceptance of the Internet and online services;

our inability to generate significant licensing revenue, as well as revenue
from advertising and e-commerce;

the inability of our licensees to maintain and increase levels of traffic
on their respective web sites;

our failure to anticipate and adapt to a developing market;

our inability to upgrade and develop our systems and infrastructure and
attract new personnel in a timely and effective manner;

the failure of our licensees' servers and networking systems to efficiently
handle web traffic; and

our inability to effectively manage rapidly expanding operations.

If revenues grow more slowly than we anticipate, or if operating expenses exceed
our expectations or cannot be adjusted as necessary, our business, revenues,
results of operations and financial condition will be adversely affected.

Period-to-period comparisons of our operating results may not be helpful to you
in evaluating a potential investment in our company, because we expect our
quarterly results to fluctuate

We expect that our quarterly operating results will fluctuate
significantly due to many factors, including:
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<PAGE>

our ability to attract and retain licensees;

pending or to be proposed government regulation of the gaming industry;

new Internet sites, services or products introduced by us or our
competitors;

uncertain acceptance of our Internet gaming software;

management of our growth; and

risks associated with potential acquisitions.

Many of these factors are beyond our control. Due to the limited
history of businesses relying on the Internet as a commercial medium, we believe
that period-to-period comparisons of our operating results are not meaningful.

If we fail to establish, maintain and strengthen our brand name, we may be
unable to attract additional licensees of our products and services

In order to expand our licensee base, solidify our business
relationships and successfully implement our business strategy, we must
establish, maintain and strengthen our brand name. For us to be successful in
establishing our brand name, potential licensees must perceive us as a reliable
source of sophisticated gaming and financial transaction processing software. We
expect that we will need to increase substantially our marketing budget to
establish brand name recognition and brand loyalty. If we have licensee and
customer complaints, our reputation may be significantly damaged, which could
have an adverse effect on our business, results of operations and financial
condition. If our licensees do not perceive our existing technologies, products
and services to be of high quality or if we alter or modify our brand image,
introduce new services or enter into new business ventures that are not
favorably received, the value of our brand could be diminished, which could
decrease interest in our technologies, products and services.

Our operations may fail if Internet gaming software generally, or our products
and services specifically, are not commercially accepted

Our success will depend in large part on widespread licensee and
consumer acceptance of Internet gaming software. The development of a market for
Internet gaming software and specifically our technology and products has only
recently begun, is rapidly evolving and likely will be characterized by an
increasing number of market entrants. Our future growth, if any, will depend on
the following critical factors:

the growth of the Internet as a commerce medium generally, and as a market
for Internet gaming software and services specifically;

our ability to successfully and cost-effectively market our services to a
sufficiently large number of licensees and customers; and

our ability to overcome a perception among many potential licensees and
consumers that using Internet gaming software is risky.

We cannot assure you that the market for our technologies, products and
services will develop or that licensees and consumers will significantly
increase their use of the Internet for gaming software. Accordingly, it is very
difficult to predict the future growth rate of the market in which we operate.
Demand and market acceptance for our products and services generally are subject
to a high level of uncertainty and risk. We cannot assure you that the markets
for our technologies and products will stabilize or become sustainable. If the
markets fail to develop, develop slower than expected or become saturated with
competitors, we may not enter into additional license agreements and we may not
recognize substantial revenue from our existing licenses, all of which would be
materially adverse to our operations.

We have entered into license agreements with three licensees. We cannot
assure you that we will be able to attract additional licensees. In addition, we
need to expend substantial additional efforts and expenditures to enhance the
capabilities of our technologies and products. If we are unable to enhance our
initial products or develop new products, we may not be able to maintain or
increase our licensee base, which will have a material adverse effect on our
business, results of operations and financial condition. If our technologies,
products and services do not achieve widespread market acceptance, our business,
results of operations and financial condition would be adversely affected.

If we are unable to maintain our relationships with certain third parties our
operations may suffer

We are in an early stage of development and are continuing to establish
internal management, personnel and other resources. We depend substantially upon
third parties for several critical elements of our business, including among
others, promotion and marketing, technology and infrastructure development and
distribution activities. The services of all of our
5
<PAGE>

management, except Mr. Coffey, our President, and the services of substantially
all of our other personnel are provided through Services Agreements with
Kazootek.com Technologies Inc., a related party, and El Moro Finance Ltd. These
agreements are terminable upon thirty days notice from either party. In
addition, we engage in our promotion and marketing technology, infrastructure
development and distribution services in office space provided by Kazootek and
El Moro. If we are unable to maintain our relationships with Kazootek and El
Moro, we will need to retain executives and other employees to perform these job
responsibilities and we will need to identify suitable property to relocate
these operations. We may not be able to retain these employees or locate
alternative property on a timely basis, or at all, or at commercially reasonable
rates, all of which will have a materially adverse effect on our business and
results of operations.

The enactment of new laws, or the interpretation of current laws, may restrict
Internet gaming activities which may have an adverse effect on our operations

We are subject to applicable laws in the jurisdictions in which we
operate and our licensees are subject to applicable laws in the jurisdictions in
which they operate. Many jurisdictions have attempted to restrict or prohibit
Internet gaming. As companies and consumers involved in Internet gaming are
located around the world, there is uncertainty regarding exactly which
government has jurisdiction or authority to regulate or legislate with respect
to various aspects of the industry. Furthermore, it may be difficult to identify
or differentiate gaming-related transactions from other Internet activities and
link these transmissions to specific users, in turn making enforcement of
legislation aimed at restricting Internet gaming activities difficult. If
existing regulations are interpreted to prohibit or restrict Internet gambling
and are enforced, or if new regulations are enacted which are designed to
prohibit Internet gambling, our licensees may be found to violate these
regulations and may be required to cease operations of their sites. Moreover, if
existing regulations are interpreted to apply to suppliers of gaming software,
if new laws applicable to suppliers are enacted that restrict our activities or
if our operations are interpreted to extend beyond software development, we may
be required to cease or restrict our development, marketing and licensing
activities. The uncertainty surrounding the regulation of Internet gaming and
any adverse interpretation and subsequent enforcement of existing or new laws
relating to Internet gambling could have a material adverse effect on our
business, revenues, operating results and financial condition.

Governments in the United States and other jurisdictions may in the future
adopt legislation that restricts or prohibits Internet gaming. After previous
similar bills failed to pass in 1998, in 1999, Senator Jon Kyl of the United
States Senate introduced a revised bill intended to prohibit and criminalize
Internet gambling. On November 19, 1999, the Senate passed this bill. On July
17, 2000, the House of Representatives failed to pass a proposed companion bill,
H.R. 3125, entitled the "Internet Gambling Prohibition Act of 2000." This
proposed bill would have made it a federal crime for any person engaging a
gambling business to knowingly use the Internet or any other interactive
computer service to place, receive or otherwise make a bet or wager, or to send,
receive, or invite information assisting in the placing of a bet or wager. We
cannot assure you whether the Kyl bill or any similar bill will become law.
Should the Kyl Bill be passed in its present form, it would eliminate most
arguments that Internet gambling is legal in the United States, and in order to
avoid violation, would force owner/operators to provide a mechanism whereby
Internet gaming Web sites were inaccessible to citizens of the United States.

In addition, existing United States federal statutes and state laws
could be construed to prohibit or restrict gaming through the use of the
Internet. To date, we license technologies and products and offer support
services solely to non-U.S. based licensees. Governmental authorities may view
us and/or our licensees as having violated these statutes or laws. Several state
Attorney Generals and court decisions have upheld the application of state
anti-gambling laws to Internet casino companies.

United States or other jurisdictions may initiate criminal or civil
proceedings against us and/or our licensees, and these proceedings could involve
substantial litigation expense, penalties and fines. In addition, these
proceedings may divert the attention of our key executives, and may result in
injunctions or other prohibitions against us and/or our licensees.

In addition, as electronic commerce further develops, it generally may
be the subject of government regulation. Current laws, which pre-date or are
incompatible with Internet electronic commerce, may be enforced in a manner that
restricts the electronic commerce market. These developments could have a
material adverse effect on our business, revenues, operating results and
financial condition.

If we are unable to compete effectively with existing or new competitors, we may
be required to reduce prices, enter into fewer contracts, or reduce margins

The market for Internet products and services is highly competitive and
there are no substantial barriers to entry. We expect that competition will
continue to intensify. Many of our Internet competitors have more experience
online and have greater brand recognition. We may not be able to compete
successfully in the Internet services market, which would prevent us from
effectively executing our business strategy. In addition, the market for
Internet products and services is characterized by rapid technological
developments, evolving industry standards, and frequent new products and
enhancements. If faster Internet access becomes more widely available through
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<PAGE>

cable modems or other technologies, we may be required to make significant
changes to the design and content of our technologies and products to compete
effectively. As the number of web pages and users increase, we will need to
modify our Internet infrastructure and technologies and products to accommodate
increased traffic to our licensees' sites. If we cannot modify our technologies
and products, users may experience:

system disruptions;
slower response times;
impaired quality and speed of processing.

Gaming services over the Internet is a relatively new industry, and
licensees of our software will compete with existing and more established
recreational services and products, in addition to certain other forms of
entertainment. Our success will depend upon, among other things, our ability to
enhance our products and to develop and introduce new products and services that
keep pace with technological developments, respond to evolving licensee and
customer requirements and achieve strong brand name recognition. We compete with
several public and private companies that provide electronic commerce and/or
Internet gaming software. Many of these competitors have longer operating
histories, larger customer bases, greater brand recognition and significantly
greater financial, marketing, technical, management and other resources than we
do. Our failure to anticipate or respond adequately to technological development
and licensee and customer requirements or any significant delays in product
developments or introductions could result in price reductions, reduced revenues
and margins and loss of market share.

Pursuant to two revolving line of credit agreements with El Moro
Finance Ltd., we agreed to furnish an unrestricted open source code license to
all software developed by us for up to two years after the revolving line of
credit is converted or repaid in full as well as the domain name "ebanx.com" and
the European trademark to the name "ebanx." Therefore, El Moro potentially could
develop the source code into a software system and either become an
owner/operator of internet gaming websites itself, or license the software to
third parties and in either case, become our competitors. In the event that El
Moro requests transfer of the domain name and the trademark, we likely would
attempt to negotiate a license agreement for the use of these rights. If we
ultimately were unable to continue to use these properties, we may be required
to change the name associated with our financial transaction processing system.
We anticipate that we would incur certain marketing expenses in an effort to
brand our new name. In addition, we may lose potential business to the extent
the owner of these rights develops a processing system and associates the name
"ebanx," and in any event, face additional competition to our businesses.

We face hardware systems risks from natural disasters and third parties, and if
our communications service or that of our licensees is disrupted, our ability to
generate revenue will suffer

Our business model depends on the ability of cyberoad.com and on the
ability of our licensees to engage in global communications services, and both
are dependent upon third parties to deliver these services. Our results of
operations and financial condition will be materially adversely affected if we
or our licensees suffer disruptions in service. Fires, floods, earthquakes,
power losses, telecommunications failures, break-ins, civil disturbances, acts
of terrorism, strikes, and similar events could damage our communications
systems, or those of our licensees. Computer viruses, electronic break-ins or
other similar disruptive problems may also occur. Our business would be
adversely affected if our systems or the systems of our licensees were affected
by any of these occurrences. If there is damage to the facility in Costa Rica,
we do not believe we will suffer any material delay in the provision of services
to our licensees or in connection with our product development. In those
circumstances, however, we may be required to expend substantial sums to acquire
equipment and related assets in order to continue to operate our business
effectively.

Our operating results could be impaired if we become subject to burdensome
government regulations and legal uncertainties concerning the Internet

Due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet, relating to:

user privacy;
pricing, usage fees and taxes;
content;
copyrights;
distribution;
characteristics and quality of products and services; and
online advertising and marketing.
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<PAGE>

The adoption of any additional laws or regulations may decrease the
popularity or impede the expansion of the Internet and could seriously harm our
business. A decline in the popularity or growth of the Internet could decrease
demand for our products and services, reduce our revenues and margins and
increase our cost of doing business. Moreover, the applicability of existing
laws to the Internet is uncertain with regard to many important issues,
including property ownership, intellectual property, export of encryption
technology, libel and personal privacy. The application of laws and regulations
from jurisdictions whose laws do not currently apply to our business, or the
application of existing laws and regulations to the Internet and other online
services, could also harm our business.

If the quality of a user's online service is poor, there may be less demand for
our products

Our licensees and their customers depend on Internet service providers,
online service providers and other website operators for access to our
technologies and products. Many of these users have experienced significant
outages in the past, and could experience outages, delays and other difficulties
due to system failures unrelated to our technologies or products. Additionally,
the Internet infrastructure may not be able to support continued growth in its
use. Any of these problems could result in a decrease demand for our products
and a decreased usage of our licensee's sites which would have a material
adverse affect on our business.

If consumers do not accept the Internet for commercial transactions, our ability
to generate revenues will be adversely affected

Our growth and operating results depend in part on widespread consumer
acceptance and use of the Internet as a way to transact business. This consumer
practice is at an early stage of development, and demand and continued market
acceptance is uncertain. We cannot predict the number of consumers that will be
willing to transact business over the Internet, rather than through traditional
outlets. The Internet may not become a viable commercial marketplace due to
inadequate development of network infrastructure and enabling technologies that
address consumer concerns about:

network performance;
security;
speed of access;
ease of use; and
bandwidth availability.

In addition, the Internet's viability as a commercial marketplace could
be adversely affected by increased government regulation. Changes in or
insufficient availability of telecommunications or other services to support the
Internet could also result in slower response times and adversely affect general
usage of the Internet. Also, negative publicity and consumer concern about the
security of transactions conducted on the Internet and the privacy of users may
also inhibit the growth of commerce on the Internet.

Online security risks could seriously harm our business

A significant barrier to electronic commerce is the secure exchange of
value over public networks. We rely on encryption and authentication technology
to provide the security and authentication necessary to effect the secure
exchange of value, including public key cryptography technology licensed from
VeriSign Inc. and private key Data Encryption Standard, or DES, cryptography.
Advances in computer capabilities, new discoveries in the field of cryptography
or other events or developments may result in a compromise or breach of the
VeriSign Inc. technology, DES or other algorithms we use to protect customer
transaction data. If a breach of these technologies occurred, we could be
subject to lawsuits and our reputation would be significantly damaged.

Our business model is predicated on our licensees being able to provide
secure online financial transaction processing for their clients. We cannot
assure you that international financial institutions and banks will continue to
process the transactions of our licensees' clients in the future. As a large
portion of our revenues is based on a percentage of the revenues generated by
our licenses, any disruption in the processing of these transactions would
result in a disruption to the licensee's business, and would have an adverse
effect on our business.
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<PAGE>

Any future acquisitions we make of companies or technologies may result in
disruptions to our business

We may acquire or make investments in complementary businesses,
technologies, services or products. These acquisitions and investments could
disrupt our ongoing business, distract our management and employees and increase
our expenses. If we acquire a company, we could have difficulty integrating that
company's personnel, operations, technology and software into ours. In addition,
the key personnel of the acquired company may decide not to work for us. We
could also have difficulty in integrating the acquired products, services or
technologies into our operations and we may incur indebtedness or issue equity
securities to pay for a future acquisition. The issuance of securities could be
dilutive to our existing stockholders.

Our senior management and expert consultants have limited experience in our
industry and may not be able to execute our business plan.

Our success will depend largely upon the personal efforts of members of
management and expert consultants including Mr. John Coffey, President, Mr.
Brent Corobotuic, Manager, Functionality Design, Mr. Orlando Guerrero, Director,
Mr. Carl Schmidt, Chief Information Officer, Mr. Joseph Chin, Chief Systems
Officer and Mr. Calvin Ayre, Internet Business Model and Product Consultant.
Most of our senior management has no direct experience in founding other
companies or developing other technologies and products similar to ours. We
cannot assure you that our senior management or consultants will be successful
in efficiently executing our business strategy or in recruiting a senior group
of experienced executives, consultants and personnel.

If we cannot attract new personnel or retain and motivate our current personnel,
our business will be adversely affected.

Competition for personnel throughout our industry is intense. We may be
unable to retain our key employees or to attract, integrate or retain other
highly qualified employees in the future. Our success depends on our continuing
ability to attract, retain and motivate highly skilled employees, particularly
with respect to our technology development and support. We expect that hiring
and retaining employees with appropriate qualifications will be difficult.

Our business model depends on our ability to develop a complex global marketing
and sales program and future strategic partnerships. Any failure to develop
these programs may inhibit our growth.

Our business requires marketing, brand development and sales on a
global basis as well as the formation of strategic partnerships globally,
nationally and regionally to assist in a focused marketing effort, and to
provide financial strength. We cannot assure you that we will succeed in
developing and managing a complex marketing and sales strategy resulting in
reasonable penetration of our technologies into our target markets on a timely
basis. We cannot assure you that we will develop these strategic partnerships on
a timely basis, or at all, or develop an adequate number of strategic
partnerships to successfully market our technologies and products globally. If
we do not effectively implement our marketing strategy, we may not grow our
business or increase our sales.

We depend on certain licensees for a substantial portion of our revenue, and the
loss of one or more of these licensees could have an adverse effect on our
operations

A substantial portion of our revenue is derived from our current three
licensees. We expect that a substantial portion of our revenue through December
31, 2000 will continue to depend on a small number of licensees. The loss of one
or more of these licensees would have a material adverse effect on our ability
to generate revenue, our operating results and financial condition.

If we are unable to protect our trademarks and intellectual property rights, our
reputation and brand could be impaired and we could lose licensees

We regard our trademarks, trade secrets and similar intellectual
property as critical to our success. We rely on intellectual property law and
confidentiality and/or license agreements with employees, licensees, customers,
providers and others to protect our proprietary rights. We cannot be certain
that we have taken adequate steps to protect our proprietary rights, especially
in countries where the laws may not protect our rights as fully as in the United
States. In addition, third parties may infringe or misappropriate our
proprietary rights, and we could be required to incur significant expenses to
preserve them. We have applied for the registration of some of our trademarks
and service marks in the United States and some other countries. Even if we are
9
<PAGE>

able to register these names, registration may not adequately protect us against
infringement by others. Effective trademark, service mark, copyright and trade
secret protection may not be available in every country in which our products
and services are made available online. If we are not able to protect our
trademarks and other intellectual property, we may experience difficulties in
achieving and maintaining brand recognition and customer loyalty.

Other parties may assert infringement or unfair competition claims
against us. We cannot predict whether third parties will assert claims of
infringement against us, or whether any assertions or prosecutions will
adversely affect our business. If we are forced to defend against any of these
claims, whether meritless or not, we may face costly litigation and diversion of
technical and management personnel. As a result of these disputes, we may have
to expend significant resources to develop or acquire non-infringing property.
Alternatively, we may need to pursue royalty or licensing agreements, which may
not be available on acceptable terms, if at all.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking
statements within the meaning of Section 21E of the Exchange Act of 1934 and
Section 27A of the Securities Act of 1933. The words "expect," "estimate,"
"anticipate," "predict," "believe" and similar expressions and variations of
these words are intended to identify forward-looking statements. These forward
looking statements appear in a number of places in this prospectus and include
statements regarding:

o our intent or current expectations regarding our strategies, plans and
objectives; o our product release schedules; o our ability to design, develop
and market products; o the ability of our products to achieve or maintain
commercial acceptance.

Any forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual results may differ materially from
those projected in this prospectus, for the reasons, among others, described in
the Risk Factors section beginning on page 4. You should read the Risk Factors
section carefully, and should not place undue reliance on any forward-looking
statements, which speak only as of the date of this prospectus. We undertake no
obligation to release publicly any updated information about forward-looking
statements to reflect events or circumstances occurring after the date of this
prospectus or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

cyberoad.com will not receive any proceeds from the sale of the shares
of common stock offered by the selling stockholders under this prospectus.

DIVIDEND POLICY

cyberoad.com has never paid any dividends on its common stock.
cyberoad.com intends to retain earnings for use in its business and does not
intend to pay any dividends on its common stock in the foreseeable future.

DETERMINATION OF THE OFFERING PRICE

The selling stockholders may from time to time sell all or a portion of
the shares of common stock offered by them under this prospectus in routine
brokerage transactions on the Over the Counter Bulletin Board, if we resume
trading on that system, in negotiated transactions, or otherwise, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to the stock market's closing prices or at negotiated prices. The
selling stockholders also may make private sales directly or through brokers.
Because of this, the offering price cannot be determined as of the date of this
prospectus. See "Plan of Distribution."

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<PAGE>

PRICE RANGE OF COMMON STOCK

The common stock of cyberoad.com was approved for quotation on the OTC
Bulletin Board on September 14, 1998. The common stock began trading on the OTC
Bulletin Board in March 1999, under cyberoad.com's previous name, LAL Ventures
Corp. (Ticker Symbol: LAL). On January 19, 2000, the shares of cyberoad.com were
removed from the Over the Counter market for failing timely to comply with the
Eligibility Rule promulgated by the OTC Bulletin Board. The following table sets
forth, for the periods indicated, the high and low bid information for our
common stock as reported by the Over the Counter Bulletin Board. These
quotations reflect inter-dealer prices.

High Low
Year Ended December 31, 1999
First Quarter........................................$ 6.00 $ 0
Second Quarter....................................... 6.25 0.875
Third Quarter........................................ 6.00 4.00
Fourth Quarter....................................... 5.25 2.00

Year Ended December 31, 2000
First Quarter (through January 19, 2000) ............$ 4.75 $ 3.125

On January 19, 2000, the closing bid price of the common stock as
reported on the Over the Counter Bulletin Board was $3.63 per share. As of March
31, 2000, there were 54 shareholders of record of our common stock.

CAPITALIZATION

The following table sets forth cyberoad.com's capitalization as of
March 31, 2000. This table should be read in conjunction with cyberoad.com's
financial statements, the notes to cyberoad.com's financial statements, and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this prospectus. The number of issued and
outstanding shares in the following table excludes the following shares that
could further dilute your investment:

o 291,375 shares of common stock issuable upon exercise of options
issued to Thomson Kernaghan; and
o 2,199,500 shares of common stock issuable upon exercise of options
granted or available for future grant under our 1999 Stock Option
Plan.

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<PAGE>

March 31,
2000
------------
(in thousands)

Actual
Stockholders' equity:
Common Stock, $0.00001 par value; Shares Authorized 500,000,000
shares Issued and Outstanding at March 31, 2000: 14,159,009 .. -
Additional paid-in capital..................................... 3,966
Accumulated deficit............................................ 2,700
Total stockholders' equity......................................... 1,266
Total capitalization .......................................... $ 1,266

12
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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected financial data of our business
for the period indicated. The statement of operations data for the three months
ended March 31, 2000, and the balance sheet data as of March 31, 2000 are
derived from our unaudited consolidated financial statements appearing elsewhere
in this prospectus. The statement of operations data for the year ended December
31, 1999, and the balance sheet data as of December 31, 1999 are derived from
our audited consolidated financial statements appearing elsewhere in this
prospectus. The following data should be read along with our financial
statements, the notes to our financial statements, and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this prospectus.

Three Months Ended Year Ended
March 31, December 31,
--------------------------------- -------------------------------
2000 1999
--------------------------------- -------------------------------
(in thousands, except per share (in thousands, except per share
data) data)
(unaudited)
<S> <C> <C>

Statement of Operations Data:
Revenues:
Data Processing $ 166 $ 430
Transaction Processing 285 495
Systems Support and Maintenance 304 637
Marketing 182 368
Other 12 29
Total revenues 950 1,959
Cost of revenues 1,124 1,946
Gross profit (loss) $ (174) $ 13

Operating Expenses:
Development $ 243 $ 337
General and administrative 557 1,298
Total operating expenses 801 1,635
Income (loss) from operations (975) (1,622)
Net income (loss) (975) (1,622)

Basic and diluted net income (loss) per share $ (0.07) $ (0.17)
Weighted average number of shares
used in computing basic and
diluted net income (loss) per share 13,309 9,316

</TABLE>

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<PAGE>

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

The following discussion and analysis should be read together with the
consolidated financial statements of cyberoad.com and the notes to those
consolidated financial statements included elsewhere in this prospectus. This
discussion summarizes the significant factors affecting the consolidated
operating results, financial condition and liquidity and cash flows of
cyberoad.com for the three months ended March 31, 2000 and the fiscal year ended
December 31, 1999. Except for historical information, the matters discussed in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations are forward looking statements that involve risks and uncertainties
and are based upon judgments concerning various factors that are beyond our
control. Actual results could differ materially from those projected in the
forward looking statements as a result of, among other things, the factors
described in "Risk Factors" included elsewhere in this prospectus.

Overview

cyberoad.com was incorporated in June 1988 and conducted no material
operations prior to May 1, 1999. On May 1, 1999, cyberoad.com Corporation
purchased all of the stock of Cyberoad.com (Isle of Man) Ltd., a corporation
existing under the laws of the Isle of Man. Cyberoad.com (Isle of Man) Ltd. had
no material operations prior to May 1, 1999. Immediately thereafter,
Cyberoad.com (Isle of Man) Ltd. purchased certain assets of Cyberoad Gaming
Corporation relating to the online gaming technology. On May 1, 1999, Ecomm
Relationship Technologies (IOM) Limited, a corporation existing under the laws
of the Isle of Man, purchased certain assets of Cyberoad Gaming Corporation
relating to the financial transaction processing system. On November 11, 1999,
Cyberoad.com (Isle of Man) Ltd. purchased all of the outstanding shares of Ecomm
Relationship Technologies (IOM) Limited. Pursuant to an agreement dated as of
October 31, 1999, Ecomm Relationship Technologies (IOM) Limited transferred all
of its assets other than those assets relating to technology to Corporacion
Ebanx.com, S.A., a corporation wholly owned by Cyberoad.com (Isle of Man) Ltd.
and existing under the laws of Panama.

Our revenues are generated from data processing, financial transaction
processing, systems support and maintenance, marketing and other. All revenue
streams are recognized at the time services are provided except for systems
support and maintenance. Systems support and maintenance is derived from actual
wagering activity, and is recognized after verifiable events conclude. Direct
costs consist of actual costs incurred to generate revenues and consist
primarily of maintenance charges associated with the operations infrastructure,
telecommunications conductivity and office space of the call centers, e-commerce
transaction costs, direct marketing costs incurred, and third party software
licensing royalties.

Our annual and quarterly revenue will depend in large part upon the
successful development and market acceptance of our internet/intranet sportsbook
management software, Netbook Version 2, and our financial transaction processing
and payment system, which we refer to as our eBanx.com eCash system. If
accepted, we believe that revenues attributable to system support and
maintenance as well as licensing fees resulting from the sale of additional
licenses to third parties to set up and maintain sportsbook websites will
increase. Accordingly our annual and quarterly revenues are, and will continue
to be, extremely difficult to forecast.

Results of Operations

Three Months Ended March 31, 2000

Revenues

Revenues are generated from four main sources: data processing,
financial transaction processing, systems support and maintenance, and
marketing. All revenues are recognized on an accrual basis as services are
rendered, except for systems support and maintenance, which is recognized as
events conclude.

For the three months ended March 31, 2000, revenues were $949,805. Of
this amount, we generated $166,362 from fees from our licensees for providing
the operations infrastructure, telecommunications conductivity and related items
for the call centers. Fees are billed on a monthly basis as services are
rendered. We generated transaction processing revenue of $285,430 as a result of
processing e-commerce transactions. Fees are billed on a monthly basis based on
actual transactions processed. We generated systems support and maintenance
revenue of $303,664, which is recognized as a result of developing, maintaining
and supporting licensees' websites. Fees attributable to systems support and
maintenance revenue consist of a percentage of the net gaming revenue based on
wagering activity on a licensee's site and is recognized and retained as events
conclude. We generated marketing revenue of $182,301 based on direct marketing
efforts performed on behalf of licensees to promote their respective websites.
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<PAGE>

Direct Costs

For the three months ended March 31, 2000 we incurred $1,124,237 in
direct costs. Direct costs consisting of actual costs incurred for the
maintenance of a call center in which "live lines / live odds" are supported and
various sportsbooks totaled $211,021. Direct costs consisting of actual costs
incurred in performing all financial transaction processing totaled $421,480.
Marketing costs consisting of traditional media buy and unique Internet
promotional tools totaled $480,246. Other direct costs of $11,490 were incurred
for royalty fees for the licensing of third party casino software.

Development Expenses

For the three months ended March 31, 2000, we incurred $243,324 in
development costs. Development costs include equipment, salaries and benefits
and other labor costs incurred for the research and development of Netbook and
eBanx proprietary software. All development costs incurred have been expensed in
the period incurred. As the development, upgrade, and improvement of Netbook and
eBanx software is ongoing, we expect to continue to incur development costs.

Operating Expenses

For the three months ended March 31, 2000, we incurred total operating
costs of $557,396. Operating expenses consist of wages and employee benefits of
$144,299, professional fees of $139,512, consulting and management fees of
$45,049, and equipment rental and maintenance of $33,513. Other significant
operating costs incurred were stock options benefits, rent, and office and
miscellaneous.

Amortization and Depreciation

For the three months ended March 31, 2000, we incurred $107,369 in
amortization and depreciation which was attributable to depreciable assets of
computer software and equipment, furniture and fixtures and leasehold
improvements acquired during the prior year ended December 31, 1999 and the
first three months ended March 31, 2000.

Three Months Ended March 31, 1999 and March 31, 1998

There were no significant activities performed by cyberoad.com in the
three months ended March 31, 1999 and 1998.

Year Ended December 31, 1999

Revenues

For the year ended December 31, 1999, revenues were $1,958,702. Of this
amount, we generated $429,805 from fees from our licensees for providing the
operations infrastructure, telecommunications conductivity and related items for
the call centers. Fees are billed on a monthly basis as services are rendered.
We generated transaction processing revenue of $494,502 as a result of
processing e-commerce transactions. Fees are billed on a monthly basis based on
actual transactions processed. We generated systems support and maintenance
revenue of $636,768, which is recognized as a result of developing, maintaining
and supporting licensees' websites. Fees attributable to systems support and
maintenance revenue consist of a percentage of the net gaming revenue based on
wagering activity on a licensee's site and is recognized and retained as events
conclude. We generated marketing revenue of $368,215 based on direct marketing
efforts performed on behalf of licensees to promote their respective websites.

Direct Costs

For the year ended December 31, 1999 we incurred $1,945,562 in direct
costs. Direct costs consisting of actual costs incurred for the maintenance of a
call center in which "live lines / live odds" are supported and various
sportsbooks totaled $335,905. Direct costs consisting of actual costs incurred
in performing all financial transaction processing totaled $509,124. Marketing
costs consisting of traditional media buy and unique Internet promotional tools
totaled $1,078,328. Other direct costs of $22,205 were incurred for royalty fees
for the licensing of third party casino software.
15
<PAGE>

Development Expenses

For the year ended December 31, 1999, we incurred $337,626 in
development costs. Development costs include equipment, salaries and benefits
and other labor costs incurred for the research and development of Netbook and
eBanx proprietary software. All development costs incurred have been expensed in
the period incurred. As the development, upgrade, and improvement of Netbook and
eBanx software is ongoing, we expect to continue to incur development costs.

Operating Expenses

For the year ended December 31, 1999, we incurred total operating costs
of $1,297,765. Operating expenses consist of wages and employee benefits of
$346,521, consulting and management fees of $250,979, and professional fees of
$182,743. Other significant operating costs incurred were equipment rental and
maintenance, rent, office and miscellaneous, stock options benefits, and
advertising and promotion.

Amortization and Depreciation

For the year ended December 31, 1999, we incurred $90,993 in
amortization and depreciation which was attributable to depreciable assets of
computer software and equipment, furniture and fixtures and leasehold
improvements acquired during the year ended December 31, 1999.

Fiscal Years Ended December 31, 1998 and December 31, 1997

There were no significant activities performed by cyberoad.com in the
fiscal years ended December 31, 1998 and 1997.

Liquidity and Capital Resources

As of March 31, 2000, cyberoad.com's principal source of liquidity was
approximately $1,163,704 in cash, which was primarily raised through equity
financings completed in the prior fiscal year ended December 31, 1999 and a
revolving line of credit executed on February 28, 2000.

Net cash used in operating activities during the year ended December
31, 1999 was $1,283,451 and for the three months ended March 31, 2000 was
$777,187. Cash used in operating activities during the fiscal year ended
December 31, 1999 was primarily due to the start up of Ecomm Relationship
Technologies (IOM) Limited, the development of Netbook Version 2 software and
the increase in accounts receivable due from licensees, and the purchase of
prepaid assets. The cost of the start up and development of software has been
offset by cash deposits received from Ecomm Relationship Technologies (IOM)
Limited customers. Cash used in operating activities for the three months ended
March 31, 2000 resulted primarily from the further development of Netbook
Version 2 Software, increased expenses related to the Offering, increased
accounts receivable, and increased customer and merchant deposits offset by a
decrease in prepaid expenses and an increase in accounts payable.

Net cash used in investing activities during the year ended December
31, 1999 was $1,166,332 and for the three months ended March 31, 2000 was
$114,861, and was primarily due to the purchase of computer hardware and
software and office furniture.

Net cash provided by financing activities for the year ended December
31, 1999was $3,785,317 and for the three months ended March 31, 2000 was
$493,117. Cash provided by financing activities during the fiscal year ended
December 31, 1999 was primarily provided from the issuance of capital stock
pursuant to equity offerings. Cash provided by financing activities during the
three months ended March 31, 2000 was provided from a revolving line of credit
and net advances from related parties offset by payment of capital lease
obligations.

On July 3, 1999, cyberoad.com closed a private placement of 1,400,000
shares of common stock, which were issued to investors at $1.43 per share. The
offering raised net proceeds of $1,865,019. On November 11, 1999, cyberoad.com
issued an aggregate of 648,859 shares of common stock, which were issued to
investors at $3.50 per share. The offering raised net proceeds of $2,031,516.
These offerings were made pursuant to Regulation S of the Securities Act of
1933, as amended. The shares were issued to non U.S. Persons, as defined in
Regulation S.
16
<PAGE>

At December 10, 1999, cyberoad.com entered into a revolving line of
credit agreement with El Moro Finance Ltd., a company existing under the laws of
the British Virgin Islands. The agreement provided for a revolving line of
credit to be made available to cyberoad.com in the amount of $500,000. Upon the
advancement of funds, cyberoad.com agreed to make interest payments on the first
day of every month. The interest payments would consist of either a compounded
annual rate of 10% of the funds advanced per annum only, or compound annual
interest payments of prime (Switzerland) plus 2% of the funds advanced, per
annum only, for the first year of instatement of the revolving line of credit.
Also upon the advancement of funds, cyberoad.com agreed to furnish to El Moro an
unrestricted open source code license to all software developed by cyberoad.com
for up to two years after the revolving line of credit is converted or repaid in
full. El Moro potentially could develop that source code into a software system
and either become an owner/operator of internet gaming websites itself, or
license the software to third parties and in either case become our competitors.
Since March 1, 2000, cyberoad.com accrued interest at prime (Switzerland) plus
2%, payable on demand to El Moro. On June 27, 2000 cyberoad.com entered into a
Transfer of Ownership Agreement with El Moro, whereby cyberoad.com transferred
100% of the outstanding capital stock of Sistemas de Informacion Tecnologica, a
corporation existing under the laws of Costa Rica, and Informacion y Tecnologia
Canadiense, a corporation existing under the laws of Costa Rica, to El Moro as
payment of cyberoad's revolving line of credit in the amount of $500,000 plus
interest accrued to June 27, 2000 (the "Payoff Amount"). The difference between
the Payoff Amount and the book value of the companies to June 27, 2000 is
hereinafter referred to as the "Shortfall." cyberoad also granted to El Moro for
a six month period, the option to convert the Shortfall into shares of common
stock of cyberoad, with each share of common stock of cyberoad valued at the ten
trading day average (ending on the day prior to a request to convert) of the
closing sale prices as reported by the exchange, quotation service or over the
counter trading system on which cyberoad may then be listed, or if none, at the
price of the last financing completed by cyberoad. El Moro may convert the
Shortfall in whole or in part; provided however if the Shortfall has not been
converted in full within six months of June 27, 2000, the remaining amount of
the Shortfall shall automatically be converted into shares of common stock of
cyberoad pursuant to the per share value set forth above.

At February 24, 2000, cyberoad.com entered into an additional revolving
line of credit agreement with El Moro Finance Ltd., for a revolving line of
credit up to $200,000. As of July 1, 2000, no funds have been advanced under
this agreement. Upon the advance of funds, cyberoad.com agreed to make interest
payments on the first day of every month. The interest payments would consist of
either a compounded annual rate of 10% of the funds advanced per annum only, or
compound annual interest payments of prime (Switzerland) plus 2% of the funds
advanced, per annum only, for the first year of instatement of the revolving
line of credit. In consideration for the revolving line of credit, cyberoad.com
agreed to furnish to El Moro the ownership of the domain name "ebanx.com" and
the European trademark to the name "eBanx," which was owned by eComm
Relationship Technologies (Isle of Mann) Limited. As of July 1, 2000, no request
has been made by El Moro to transfer the ownership of the domain name
"ebanx.com" and the European trademark to the name "eBanx." In the event that El
Moro requests transfer of the domain name and the trademark, we likely would
attempt to negotiate a license agreement for the use of these rights. If we
ultimately were unable to continue to use these properties, we may change the
name associated with our financial transaction processing system. We anticipate
that we would incur certain marketing expenses in an effort to brand our new
name. In addition, we may lose potential business to the extent the owner of
these rights develops a processing system and associates the name "ebanx," and
in any event, face additional competition to our businesses. As of June 1, 2000,
cyberoad.com entered into an Asset Pledge and Release Agreement with El Moro,
Kazootek.com, and Cyberoad.com (Isle of Man) Ltd., whereby cyberoad.com pledged
all of its operational assets and its ownership of Ebanx Limited, a Nevada
corporation and Corporacion Ebanx.com, S.A., a corporation existing under the
laws of Panama, as collateral for its obligations to Kazootek.com under the
Services Agreement.

We have minimal commitments for capital expenditures. Pursuant to our
Service Agreements with Kazootek.com Technologies, Inc. and El Moro Finance
Ltd., we are financially obligated, on a month-to-month basis, for payments
equal to the cost of the services provided plus 10%. These costs include
software development, web development, network systems administration, human
resources, accounting, corporate finance and securities administration,
consulting, marketing and communications, technology development and management.
Please refer to "Certain Relationships and Related Transactions" for a
discussion of our Services Agreement with Kazootek.com. Pursuant to our Service
Agreement with El Moro Finance Ltd., we are financially obligated for payments
equal to the cost of the services provided plus 10%. These costs include
software development and marketing, web development, network systems
administration, human resources administration, consulting, operation and
management services.

17
<PAGE>

We continually evaluate various financing strategies to be utilized in
expanding our business and to fund future growth or acquisitions. Our future
capital requirements will depend on many factors, including the timing and rate
of the expansion of our business. From time to time, in the ordinary course of
business, we expect to evaluate potential acquisitions of businesses, services
or technologies and strategic relationships. At this time, however, we do not
have any present understandings, commitments or agreements with respect to any
material acquisition. To the extent that existing resources and future earnings
are insufficient to fund our activities, we may need to raise additional funds
through debt or equity financings. We cannot assure you that any additional
financing will be available or that, if available, it can be obtained on terms
favorable to us and our stockholders. In addition, any equity financing could
result in dilution to our stockholders. Our inability to obtain adequate funds
would adversely affect our operations and ability to implement our strategy.

Management anticipates that the net proceeds from its July 3, 1999 and
November 11, 1999 offerings, combined with cash flow from operations and its
bank line of credit will provide adequate liquidity to fund its business growth
plans and its operations until the end of December 2000.

18
<PAGE>

BUSINESS

OUR COMPANY

cyberoad.com is an Internet technology and software development company
that develops, markets and licenses complete computer software systems along
with related technical and marketing support to operators of Internet sportsbook
and casino websites. We develop network gaming (sportsbook and casino) and
e-commerce systems. We provide systems development, network management and
hosting on web servers and databases located outside of the United States, as
well as ongoing technical support and marketing services for our licensees. In
November 1999, we released Version 2 of our sportsbook system, which enables us
to more easily add new sports and betting features and allows service to a
greater number of users at any one time.

We also have developed a proprietary e-commerce financial transaction
processing system for use by our licensees. Our licensees are able to provide
secure financial transaction processing for their customers, the end user.
Currently, our primary use for our e-commerce platform is as an online stored
value system and an economic relationship management system. The online stored
value system allows customers to purchase digital cash that they can use at any
time when gaming on our licensees' web sites. The economic relationship
management system primarily serves to manage the financial accounts of customers
that use our licensees' web sites.

cyberoad.com was incorporated in June 1988 under the name Sunshine
Equities Corporation. The name was changed to LAL Ventures in August 1998, and
subsequently to cyberoad.com Corporation in May 1999. cyberoad.com conducted no
material operations prior to May 1, 1999. On May 1, 1999, cyberoad.com
Corporation purchased all of the stock of Cyberoad.com (Isle of Man) Ltd., a
corporation existing under the laws of the Isle of Man. Cyberoad.com (Isle of
Man) Ltd. had no material operations prior to May 1, 1999. Immediately
thereafter, Cyberoad.com (Isle of Man) Ltd. purchased certain assets from
Cyberoad Gaming Corporation relating to its online betting technology. On May 1,
1999, Ecomm Relationship Technologies (IOM) Limited, a corporation existing
under the laws of the Isle of Man, purchased certain assets of Cyberoad Gaming
Corporation relating to its financial transaction processing technology. On
November 11, 1999, Cyberoad.com (Isle of Man) Ltd. purchased all of the
outstanding shares of Ecomm Relationship Technologies (IOM) Limited. Pursuant to
an agreement dated October 31, 1999, Ecomm Relationship Technologies (IOM)
Limited transferred all of its assets other than those assets relating to
technology to Corporacion Ebanx.com, S.A., a corporation wholly owned by
Cyberoad.com (Isle of Man) Ltd. and existing under the laws of Panama. Pursuant
to a Transfer of Ownership Agreement with El Moro Finance Ltd. effective as of
June 27, 2000, cyberoad.com transferred 100% of the outstanding capital stock of
Sistemas de Informacion Tecnologica, a corporation existing under the laws of
Costa Rica, and Informacion y Tecnologia Canadiense, a corporation existing
under the laws of Costa Rica, to El Moro as payment of a revolving line of
credit.

We have four direct or indirect wholly owned subsidiaries including:

Cyberoad.com (Isle of Man) Ltd., which is the operating entity for
cyberoad.com, entering into licensing agreements and holding our
software development assets.

Corporacion Ebanx.com, S.A., a corporation existing under the laws of
Panama, which holds the assets relating to the operation of our
financial transaction processing system.

Ecomm Relationship Technologies (IOM) Limited, a corporation existing
under the laws of Isle of Man, which holds the assets relating to the
technology of our financial transaction processing system.

Ebanx Limited, a Nevada corporation, is inactive.

19
<PAGE>

A GAMING INDUSTRY OVERVIEW

The projections discussed in this Industry Overview section are
industry projections, and any growth rates discussed are industry growth rates
and may not reflect our growth rates over the same period.

The Internet and E-commerce

The Internet is an increasingly significant global medium for
communication, entertainment and commerce. Internet use is growing rapidly.
Jupiter Communications, a research, consulting and publishing firm specializing
in emerging consumer online and interactive technologies estimates in an April
1999 study that the number of Web users in the U.S. alone is expected to grow
from approximately 100 million in 1999 to approximately 160 million by 2003.
E-commerce has become the new wave of buying and selling goods over the
Internet. E-commerce describes the purchase of goods using some form of virtual
cash or credit. This new marketplace, which began with only a few powerful brand
names offering consumer goods over the Internet, has now grown to include many
distinct types of goods and services.

The rapid growth of the Internet as a tool for communication,
entertainment and e-commerce has resulted in a proliferation of websites dealing
with diverse topics, products and services. Websites that serve as search
engines such as America Online and Yahoo! developed in response to Internet
users' need for a simple means of navigating the Internet. As the number of
Internet users has increased, discrete user groups have developed that share the
same interests, such as people searching for gaming services. These groups have,
in turn, created a demand for more focused subject-specific websites. These
subject-specific websites are a growing segment of the Internet. Among the most
popular of these types of websites are those involved in Internet gaming, which
involves the placing of wagers via the Internet.

The Internet Gaming Industry

The global gaming industry began to capitalize on the rising popularity
of e-commerce in 1997. At that time, there were only approximately 40 gaming
websites worldwide. A gaming industry report published in January 2000 by Bear
Stearns, and available for purchase by contacting the Bear Stearns Research
Department at www.bearstearns.com, estimates that there are 250 companies
involved in operating or providing services to nearly 650 Internet gaming
websites. On the Internet today, gaming websites generally can be classified
into two groups: gaming sites dedicated to casino-style gaming exclusively and
gaming sites offering wagering on sporting events, lotteries, bingo and horse
racing. The companies involved in these Internet gaming websites can be
classified as either owner/operators or software suppliers.

Internet Gaming Software Suppliers

Most owner/operators of Internet gaming websites do not develop the
software that end users see and interact with on the website. Instead, software
suppliers that develop gaming software license the software to the
owner/operators of the websites, and often will license complete support
systems. The Bear Stearns report states that approximately twenty companies
consider themselves software suppliers. We are an example of a software supplier
that licenses our software and support systems to owner/operators of the
Internet gaming websites.

OUR BUSINESS STRATEGY

Our objective is to secure a position as a leading provider of Internet
gaming and financial transaction processing technologies. We intend to
accomplish our goal by:

Developing cyberoad.com into a global brand name through the marketing
of our licensees' gaming systems, and the development and marketing of
a sports and entertainment portal

Upgrading existing gaming systems by developing and implementing new
technology, and adding new sports and betting features

Adding new licensees

Expanding into international markets by adding Web servers overseas

Developing new gaming systems in a cost-effective and timely manner

Establishing key business alliances and strategic partnerships.
20
<PAGE>

OUR PRODUCTS AND SERVICES

Sportsbook Wagering

Initially, we chose to focus on the development of sports wagering
systems, which involve verifiable sporting events rather than casino wagering
systems, which involve random number events. We believe end users are more
trusting in the results of sports wagering events, as the outcome of the
sporting events are common knowledge and easily verifiable. Our sportsbook
wagering system consists of wagering and e-commerce software, and a scalable
network coupled with management infrastructure located in San Jose, Costa Rica
and British Columbia, Canada. A scalable system is one that continues to run
efficiently during periods of high traffic to the website. Our principal gaming
software system is called Netbook. Our e-commerce system consists of our secure
financial transaction processing software, and a high-speed network which
consists of a satellite, frame relay and Internet networking technology.

We believe three fundamental elements are necessary for our licensees
to successfully operate an international online sportsbook:

o Scalable network system that provides fast, secure and cost-effective
delivery of multimedia content to a large number of international
Internet customers;

o Secure financial transaction system that is fully encrypted and which
settles all financial transactions cost-effectively.

o Dynamic, browser-based content enabling customers to use unique, fast
and user-friendly software systems that provide both high volume
gaming transactions and extensive sports and casino information.

Netbook

Netbook is our proprietary Internet/Intranet sophisticated turnkey
sportsbook management system that allows sports enthusiasts with Internet access
to bet on a wide variety of sports on any computer system from anywhere in the
world. Netbook is designed to process wagers online and manage a high-volume
sportsbook. Users can access the Netbook through the Internet or a telephone
call center.

Unlike many other sportsbook software systems that require a download,
Netbook is a web browser-based application. This type of application allows the
customer to access our licensees' websites using platforms ranging from
Microsoft Windows and AOL to Macintosh and WebTV. Customers also are able to
access their accounts and place wagers from any computer, as they do not have to
download a specific software system to any one computer. We believe a
downloadable software system creates a barrier to participate for many potential
customers.

The system is inexpensive to install and administer, as operators and
managers in the call center can access Netbook via a web browser. This
browser-based system runs on most existing personal computers and is designed to
take advantage of the new Network Computers, such as Windows Terminals and Sun's
Java Station. The system can be monitored and managed, both technically and
financially from anywhere in the world.

In November 1999, we launched the Netbook Version 2 sports betting
system. We developed Netbook Version 2 using the Java programming language
incorporating many components of the Java 2 Platform Enterprise Edition,
including Enterprise JavaBeans, JavaServer Pages and Java Servlets. Java is well
suited for Internet and e-commerce applications because it includes specific
facilities for network access, database access and web server programming that
are usually add-ons, and is the only programming language that allows us to run
our software on different computing platforms without significant modification.
Moreover, because Java is very portable, potential licensees of cyberoad.com do
not need to purchase large volumes of expensive computer equipment. These
potential licensees may commence business running on inexpensive computer
systems, and thereafter move to more powerful hardware when their client base
and transaction volume increase.

Netbook Version 2 uses the Versant Object Database, a high performance
database which we believe will enhance our ability to add new product features
and significantly increase the speed of our software development. Versant
eliminates the necessity of writing "translation" software, which in turn
removes a significant amount of work from our development cycle.

We believe that Netbook Version 2 provides cyberoad.com with
significant advantages over our competitors primarily in the following areas:
21
<PAGE>
Benefits to the Licensee
------------------------
Scalability. A scalable system is one that continues to work
------------
efficiently during periods of high traffic to the website. Netbook
Version 2 has been designed to enable sportsbooks to service up to
10,000 customers placing bets and accessing the odds lines
simultaneously, without any detectable change in delivery speed.
Also, Notebook Version 2 allows the addition of more server
hardware, rather than forcing the additional cost of completely
replacing old servers with new, faster systems.

Sportsbook Management Features. This feature can make or break a
-------------------------------
licensee's profit margin because the licensee can see and manage
the odds or "lines" in realtime and adjust its exposure
accordingly, as opposed to delayed time. This management feature
allows for a clear display of payout and revenue exposure on each
event the sportsbook has listed. Also, the Netbook Version 2
software package has flexible game setup where licensees may
customize event and line/odds features, complete auditing, adjust
the minimum/maximum wager enforcement, adjust payout rules and
display all odds formats.

Flexibility - It is critical to have a software system that allows
-----------
the quick addition of new products and features. Maximum
flexibility is a critical component of Netbook Version 2, which
allows us to add or change new betting and gaming features easily
and with minimal disruption to our licensee's service.

Benefits to the Player
----------------------
Betting Cart. Our new "Bet Cart" uses a shopping cart-style
-------------
interface to provide greater flexibility in placing bets. Players
are able to select games from various sports they want to bet on
and place them in their shopping cart, or Bet Cart. From the Bet
Cart, the player can select what games to play as single bets, and
what games to play as parlays or teasers. Parlays and teasers
involve a player betting on multiple sporting events as part of
one bet, for more favorable odds and winnings if the player
accurately predicts the result of each of the events. Once the
games are in the Bet Cart, the player never need return to the
odds page.

Open Bets - With Open Bets, the player can review a list of open
---------
bets placed, eliminating the risk of placing the same bet twice.
All open bets will remain on the list until either the complete
wager has won, or one segment of the wager has been graded as a
loss. Open Bets allows an easy and convenient means for players to
view their wagers that have not yet been completed.

New Bets - Several new betting features have been added in Netbook
--------
Version 2, including cross-sport parlays, cross-sport teasers, and
buy points within a parlay. Generally, these features allow a
player to wager on multiple sporting events as part of one bet,
for more favorable odds and winnings if the player accurately
predicts the result of each of the events.

New Sports - Our list of available sports continues to grow: major
----------
league baseball; NFL and NCAA football; NBA and NCAA basketball;
NHL hockey; international soccer from leagues in England, Italy,
Germany, Spain and more; PGA and international golf; auto racing
(NASCAR and Formula One); professional tennis; and professional
boxing.

Live Lines/Live Odds

Live Lines is a proprietary software system that allows "real time"
lines on all major sporting events to be dynamically linked to any web site.
This means that odds and lines on sporting events are continuously streamed to
websites, as the odds are set and subsequently change. Live Lines adds valuable
content to sports and gaming related web sites. Moreover, Live Lines is intended
to increase revenue for these web sites by adding more pages upon which banner
ads can be sold.

cyberoad.com Portal

A portal is a website that gathers resources in one location, and is
designed to be the first page that loads into the web user's browser when they
access the Internet. Vertical portals are thematic portals that provide
targeted, customizable content, and one comprehensive financial transaction
processing system. cyberoad.com intends to become a sports-and-entertainment
vertical portal late in the year 2000, further differentiating itself from other
gaming software vendors. This strategy is designed to provide cyberoad.com with
two streams of revenue:

o increased revenues from its gaming license agreements;
o advertising and co-branding revenues from portal website traffic
volume.
22
<PAGE>

Also, as part of the portal, cyberoad.com expects late in the year 2000
to offer sports information, free play sportsbook and casino contests, bulletin
boards and a stock information channel. We believe that the free play sportsbook
and casino contests are a key element of our strategy. A free play website has
all the functional components of a "live" revenue generating website. Therefore,
we intend to have a signup function, an accounting function and an interactive
betting display function built into the system. Offering both a free play
sportsbook and a free play casino provides cyberoad.com with two advantages:

true test environment for introducing gaming software and new graphic
user interface, or GUI, developments o the ability to develop a
database of potential clients for its revenue-generating websites.

Casinos

Following initial market acceptance of our sports wagering system, we
added casino gaming capability to our software line. cyberoad.com licenses the
software code of its casino system from third parties, and integrates these
systems into the Ecomm Relationship Technologies (IOM) Limited's eCash
framework. Integrating the casino system into the eCash framework allows for
secure online financial transaction processing for our casino licensees. As with
cyberoad.com's other products, players are not required to download any software
in order to play. The only requirement is a browser that supports Java.
cyberoad.com's casino software system allows players to play their favorite
casino games - blackjack, poker, slots, roulette, and craps - for real money,
from virtually any computer on any Internet browser system.

cyberoad.com's browser-based casino software system offers a
competitive advantage over most other virtual casino systems, whose products
require the player to use software that can take up to 50 minutes to download.
To date, a substantial majority of casino systems operate with downloadable
products. With cyberoad.com's browser-based system, casino games load quickly
and the graphics and sound are comparable to many download-based systems.
Licensees can adjust game configurations in a variety of ways using the
Java-based casino management system, allowing the licensee to set its revenue
percentages in line with the industry standards of Las Vegas and Atlantic City.

To date, cyberoad.com has two casino licensees: The Big Casino and
Grand Prix Casino. Each system operates with five games: blackjack, roulette,
poker, slots and craps. cyberoad.com expects to upgrade its casino systems by
the end of the third quarter of fiscal 2000 by adding more reporting
capabilities, which will help licensees market the system more effectively
because of greater access to its customers' data. In the future, cyberoad.com
also intends to add new casino games, including but not limited to video poker,
Pai Gow, Caribbean Stud poker and Progressive Slots.

Financial Transaction Processing System

Ecomm Relationship Technologies (IOM) Limited owns a proprietary secure
online financial transaction processing system that provides Internet-based,
stored value, micro-payment financial services for our licensees, and for
account holders, through its transaction clearinghouse services with acquiring
and issuing banks. Consumers are able to open a secure account, purchase eCash,
then purchase goods and services from any Ecomm Relationship Technologies (IOM)
Limited merchant. To date, the merchants consist of our three licensees.
Consumers can purchase eCash with major credit cards, an online debit card
system, Western Union, bank wire, money orders or personal checks. Ecomm
Relationship Technologies (IOM) Limited maintains the accounts for all its
account holders, and acts as a third party service provider. The Ecomm
Relationship Technologies (IOM) Limited eCash system also provides certain fraud
management services, complete accounting and transaction documentation, and
customer service.

OUR LICENSEES

To date, Cyberoad.com (Isle of Man) Ltd. has three licensees of its
turnkey software: The Big Book & Casino, Grand Prix Sportsbook & Casino, and
Mayan Sportsbook. The Big Book & Casino and Grand Prix Sportsbook are both owned
and operated by Asanol Management Corporation. Mayan Sportsbook is owned and
operated by International Gaming LTD. Cyberoad.com (Isle of Man) Ltd. has
license agreements and revenue sharing agreements with each of its licensees,
whereby Cyberoad.com (Isle of Man) Ltd. receives flat fees for systems use and
software licenses, as well as a percentage of the gross gaming revenue generated
by the licensees' web site. Our license with International Gaming LTD. provides
that we will receive 20% of the gross gaming revenue attributable to the
Internet. Our two licenses with Asanol Management Corporation each provide that
we will receive 50% of the gross gaming revenue attributable to the operations
of the Sportsbook and to the casino gaming.
23
<PAGE>

SALES AND MARKETING

cyberoad.com's sales and marketing services are provided through
contracts with Kazootek.com Technologies, Inc., a company organized under the
laws of British Columbia, Canada, and El Moro Finance Ltd., a company
incorporated under the laws of the British Virgin Islands. As of March 31, 2000,
the sales and marketing team provided by Kazootek consisted of approximately 38
Internet technology marketing and software development professionals.

Through its contractual agreements with its licensee's, cyberoad.com
provides marketing research, marketing plans, promotions, budgets and timelines,
project management, licensee specific branding, associative branding as part of
cyberoad.com, concept development, technical writing, graphic design, electronic
art production, illustration, website development, media services, and public
relations and corporate communications.

Internet marketing strategies include:

cyberoad.com proprietary Live Lines program

referral program whereby users can earn bonus money for referring
friends to cyberoad.com licensee web sites and receive further bonuses
for the amount of wagering activity these referrals generate

links that direct people to cyberoad.com licensee web sites

use of banners to direct people to cyberoad.com licensee web sites

use of direct email to sign people up with cyberoad.com licensees

providing custom content programs for various websites that help drive
traffic back to cyberoad.com licensee web sites

search engine optimization programs targeting specific search engines
and using various tactics to increase the placement order.

Traditional methods include placing advertisements in magazines, newspapers, the
radio, and TV.

cyberoad.com's marketing strategy for its gaming products and services
specifically includes expanding this platform into international markets by
building additional servers and service centers in strategic international
locations. cyberoad.com also intends to deliver multi-language products,
marketing these internationally both on the Internet and through traditional
methods.

RESEARCH AND DEVELOPMENT

We currently are developing a pari-mutuel system which we expect to be
launched in spring 2001. A pari-mutuel system varies from traditional sportsbook
or casinos in that the monies are won from a "pool" of money, which contains
fixed percentages designating which persons win what amounts. Traditional
sportsbooks and casinos both have exposure, in that each could lose money to
those who are wagering. Companies running pari-mutuel systems do not have this
exposure in that these companies take a percentage of the monies wagered on an
event, with the remaining sum divided among the winners of that event. The new
pari-mutuel wagering system includes real-time wagering for horseracing.
Horseraces are ongoing every day of the year throughout the United States,
Canada, Europe and the rest of the world. By virtue of the Internet, the entire
global market can be opened to the individual racetracks.

OUR COMPETITION

Internet Sportsbook Competition

cyberoad.com conducted an extensive study of the global gaming
industry, focusing on companies that offer Internet-based sportsbook software
systems. Of all the sportsbook software developers, the industry leaders appear
to differentiate themselves with three core attributes:

proprietary financial transaction processing and gaming software
browser-based system
distributed and scalable network architecture

Approximately 12 sportsbook software developers have implemented all three
of these core attributes. These developers can be divided further into two
groups:

vendors (sell or license proprietary software systems)
owner/operators (single user of its proprietary software system)
24
<PAGE>

Seven of the 12 companies can be classified as owner/operators:
Intertops Antigua, International Gaming & Entertainment Ltd., William Hill
International, Coral Technologies Inc., Victor Chandler International,
Interwetten Wein, TAB (run by the government of New Zealand), and Total Bet
(which is owned by Sporting Life Publications in Britain), each having developed
sportsbook software systems for their own use. The remaining five sportsbook
software developers are vendors, like cyberoad.com, and are examined in the
Direct Competition Matrix below.
<TABLE>
<CAPTION>
Direct Competition Matrix

Company Vendor Operator Free Portal Public Listing Example Website
Play
Site
<S> <C> <C> <C> <C> <C> <C>

cyberoad.com Corporation Y Y Y OTC:FUNN* www.thebigbook.com
------------------
Starnet Communications
International Inc. Y Y OTC BB:SNMM www.playersonly.com
-------------------
Global Intertainment Group Y OTC BB:GGNC www.cyberbetz.com
-----------------
VIP Sports Y Y www.vipsports.com
-----------------
Total Entertainment Inc. Y OTCBB:TTLN www.theonlinecasino.com
-----------------------
---------------------------
* Our shares were removed from the OTC:BB effective January 19, 2000 for failure
timely to comply with the Eligibility Rule. Currently we trade on the National
Quotation Bureau Pink Sheets. Immediately following the effectiveness of this
Registration Statement, we expect to apply for listing on the OTC:BB.
</TABLE>

Our Competitive Advantage

Free Play Websites:

A free play website is a site that has all the functional components of
a "live" revenue generating website. Therefore, there must be a signup function,
an accounting function and an interactive betting display function built into
the system. A few sportsbook websites claim to have a free play website, but
actually only offer a single bet scenario with no membership database building
and no financial transaction processing system.

Marketing Strategies:

Our strategies provide us with two streams of revenue:

increased revenues from gaming license agreements

advertising and revenues from website traffic volume

Collecting email addresses and developing demographic profiling of
sports enthusiasts is a key strategy. cyberoad.com intends to use this
demographic information to implement multi-segmented email programs designed to
convert portal users into gaming website clients. Further, cyberoad.com expects
to benefit from its cross-over branding support strategy.

Internet Casino Competition

The Internet casino product development sector has far outstripped the
development of sportsbook systems. The key reason for this is that barriers to
entry into Internet casino system development are lower than sportsbook
development. Much like Internet sportsbooks, Internet casinos require game
system software, and an accounting system. But while Internet casinos require
nominal management and support staff, Internet sportsbook systems are relatively
complex to manage. Additional costs result from ongoing management of day-to-day
activities (line entry, line management, event grading, and customer support)
and infrastructure (call center and customer support center).

Two of the primary casino system developers and vendors are
Cryptologic, Inc. and Boss Media AB, yet to date neither have a commercially
available Internet sportsbook product. cyberoad.com, in maintaining a full
complement of gaming products, has licensed two casino websites (The Big Casino
and Grand Prix Casino), both of which are browser-based systems. The
cyberoad.com casino system components are licensed from third parties and
integrated into the Ecomm Relationship Technologies (IOM) Limited eCash
framework for its licensees. Having a browser-based system is a competitive
advantage for cyberoad.com over systems such as Cryptologic, which offers a
download product. With a browser-based product, cyberoad.com provides a feature
that attracts many web users who are reluctant to download software over the
Internet. To date, most casino systems operate with a downloadable product.
25
<PAGE>
INTELLECTUAL PROPERTY

cyberoad.com regards its copyrights, service marks, trademarks, trade
dress, trade secrets, proprietary technology and similar intellectual property
as critical to its success, and relies on trademark and copyright law, trade
secret protection and confidentiality and/or license agreements with its
employees, customers, independent contractors, partners and others to protect
its proprietary rights. cyberoad.com strategically pursues the registration of
its trademarks and service marks in the United States, and has applied for
registration in the United States for certain of its trademarks and service
marks, including "CYBEROAD". cyberoad.com also applied for Community Trade Mark
applications in Europe for certain of its trademarks and service marks.
Effective trademark, service mark, copyright and trade secret protection may not
be available in every country in which cyberoad.com's products and services are
made available.

cyberoad.com filed a trademark/service mark application for the mark
"CYBEROAD" on June 4, 1999.

cyberoad.com filed a trademark/service mark application for the mark
"eBanx" and design on June 4, 1999.

cyberoad.com filed a trademark/service mark application to the United
States Patent and Trademark Office, instructed for filing of the mark
"LIVE LINES" on January 19, 2000.

cyberoad.com filed a trademark/service mark application to the United
States Patent and Trademark Office, instructed for filing of the mark
"LIVE ODDS" on January 19, 2000.

cyberoad.com filed a trademark/service mark application to the United
States Patent and Trademark Office, instructed for filing of the logo
"Walking Man" on January 19, 2000.

cyberoad.com filed a Community Trade Mark Application for the mark
EBANX.COM on May 7, 1999.

On January 31, 2000, cyberoad.com was assigned the rights to the
Community Trade Marks CYBEROAD and CYBEROAD.COM. Applications for both
of these marks were filed on May 7, 1999.

REGULATORY FRAMEWORK

As a supplier of software programs that are used on Internet gaming Web
sites, the regulatory framework that will most likely affect our business is the
framework designed to regulate Internet gaming.

Many countries currently are struggling with regulatory issues
surrounding wagering and gambling over the Internet. More specifically, they are
considering the merits, limitations and enforceability of prohibition,
regulation or taxation of wagering and gambling transactions over the Internet.
There is uncertainty regarding exactly which government has jurisdiction or
authority to regulate or legislate with respect to the Internet gaming industry.
Several Caribbean countries, Australia, and certain Native American territories
have taken the position that Internet gaming is legal and have adopted (or are
in the process of reviewing) legislation to regulate Internet gaming within
their jurisdictions.

If existing regulations are interpreted to prohibit or restrict
Internet gambling and are enforced, or if new regulations are enacted which are
designed to prohibit Internet gambling, our licensees may be found to violate
these regulations and may be required to cease operations of their sites. In
this event our ability to generate revenue would suffer substantially as the
majority of our revenue consists of a percentage of the net gaming revenue based
on wagering activity on a licensee's site. Moreover, if existing regulations are
interpreted to apply to suppliers of gaming software, or if our operations are
interpreted to extend beyond software development, we may be required to cease
or restrict our development, marketing and licensing activities. If we are
unable to market or license our software and technology, we will not be able to
generate revenue. The uncertainty surrounding the regulation of Internet gaming
and any adverse interpretation and subsequent enforcement of existing or new
laws relating to Internet gambling could have a material adverse effect on our
business, revenues, operating results and financial condition.

A publication entitled Internet Gambling Report III, 1999, edited by
Anthony N. Cabot states that if a government has made the determination that
Internet gaming is illegal, then the government may target six major groups in
an effort to enforce its laws: (1) the operators of the Internet gambling sites,
(2) Internet Service Providers, (3) index providers (for example, a search
engine that allows a Web user to find Internet sites whose descriptions match a
word or phrase), (4) sites that accept gambling advertising, (5) financial
transaction providers, and (6) the home users. The Bear Stearns report did not
identify software suppliers as one of these groups; however, if a software
supplier's role be such that it could be classified as a member of one of these
six groups, the software supplier could face potential enforcement actions.

26
<PAGE>
On August 20, 1999, investigators from the British Columbia Coordinated
Law Enforcement Unit executed search warrants at the offices of Starnet
Communications International, Inc. and the homes of six of Starnet's officers
and directors. According to documents filed by the Coordinated Law Enforcement
Unit, Starnet is being investigated for, among other things, illegal betting and
bookmaking and making agreements for the purchase and sale of betting and gaming
privileges. We believe the investigation was the result of Starnet's casino
management and administration of third party gaming operations and the operation
of their own gaming web site. As of March 16, 2000, we believe the
investigations are still pending based on publicly available information.

In the United States, the ownership and operation of land-based gaming
facilities has traditionally been regulated on a state by state basis. According
to a recently published industry report by Bear Stearns, the federal
government's role in regulating gambling appears to be changing. Increased
federal interest may not result in new regulations for traditional forms of
gambling that are easily subject to the police power of the individual states,
but may result in a redefined role for the federal government in dealing with
Internet gaming. The U.S. Department of Justice currently maintains that,
technically, there are no specific U.S. federal provisions against the placing
of bets over the Internet. However, the Justice Department also maintains that
it is illegal to operate Internet gaming Web sites and servers from within the
United States. In light of this, many Internet gaming sites are licensed and
house servers located outside the United States. According to the Justice
Department, it is illegal for any Internet gambling operation outside the U.S.
to accept bets from U.S. citizens.

The United States Federal Wire Act contains provisions that make it a
crime for anyone engaged in the business of betting or wagering to knowingly use
a telephone line to transmit bets or wagers or information assisting in the
placing of bets or wagers on any sporting event, unless the wagering is legal in
the jurisdictions from which, and into which, the transmission is made. There
are other federal laws impacting gaming activities, including the Wagering
Paraphernalia Act, the Travel Act and the Organized Crime Control Act. However,
it remains unresolved whether these other laws apply to gaming conducted over
the Internet.

On November 19, 1999, the United States Senate passed the Kyl Bill, which
would prohibit or limit wagering activities in the United States. On July 17,
2000, the House of Representatives failed to pass a proposed companion bill,
H.R. 3125, entitled the "Internet Gambling Prohibition Act of 2000." This
proposed bill would have made it a federal crime for any person engaging a
gambling business to knowingly use the Internet or any other interactive
computer service to place, receive or otherwise make a bet or wager, or to send,
receive, or invite information assisting in the placing of a bet or wager. The
House bill must be approved and reconciled with the Kyl Bill, and then signed by
the President of the United States in order for the bill to become law. Under
the current proposal, the Kyl Bill would prohibit Internet gaming in the United
States and would likely be enforced by law enforcement identifying Web sites
that provide illegal gambling in the United States. Should the Kyl Bill be
passed in its present form, it would eliminate most arguments that Internet
gambling is legal in the United States, and in order to avoid violation, would
force owner/operators to provide a mechanism whereby Internet gaming Web sites
were inaccessible to citizens of the United States.

In addition, existing United States federal statutes and state laws
could be construed to prohibit or restrict gaming through the use of the
Internet. To date, we offer technologies, products and support services to
non-U.S. based licensees. Governmental authorities may view us and/or our
licensees as having violated these statutes or laws. Several state Attorney
Generals and court decisions have upheld the application of state anti-gambling
laws to Internet casino companies.

27
<PAGE>

OUR EMPLOYEES

As of March 31, 2000, cyberoad.com and its subsidiaries have one
full-time employee and receive indirectly pursuant to a Services Agreement with
Kazootek.com the services of approximately 79 full-time employees.

OUR PROPERTIES

Our principal corporate offices are located in San Jose, Costa Rica. We
are provided the use of these facilities pursuant to a Services Agreement with
El Moro Finance Ltd., which is terminable by either party upon 30 days notice.

LEGAL PROCEEDINGS

We are not currently involved in any material litigation.

28
<PAGE>

MANAGEMENT

Directors and Executive Officers

cyberoad.com's directors and executive officers, and their ages as of
December 31, 1999, are as follows:

NAME AGE POSITION(S)

John Coffey 38 Director, President
Brent Corobotiuc 30 Director, Manager - Functionality Design
Orlando Guerrero 39 Director
Stig Lyren 44 Chief Financial Officer
Paul Mari 48 Chief Operating Officer
Krista Wilson 32 Secretary

Terms of Directors

Messrs. Coffey, Corobotiuc and Guerrero have served as directors of
cyberoad.com since April 1, 1999, December 31, 1999 and February 29, 2000,
respectively. The directors of cyberoad.com serve as such until the next annual
meeting of stockholders and until their successors are elected and qualified.

Business Experience of Directors and Executive Officers

John Coffey has served as the President and a Director of cyberoad.com
since April 1999. John has a background in International Consulting, holding a
MSc in International Political Economy from the London School of Economics, a
MBA from Universite Laval, and a Bachelor of Mathematics degree from the
University of Waterloo. He is fluent in English, French, Japanese and Spanish.
John served as an Investment Consultant to Calvex International, Inc. in Ho Chi
Minh City, Vietnam from 1994 to 1995. John worked as Project Consultant to PTK
Consortium, Kuala Lumpur, Malaysia from 1995 to 1997. John has served as General
Manager of Sistemas de Informacion Technologica, in Costa Rica from 1997 to
present. John has been living in Costa Rica, overseeing the day to day
operations of cyberoad.com since May 1999.

Brent Corobotiuc has served as a Director of cyberoad.com and Manager,
Functionality Design since December 1999. Brent joined cyberoad.com with several
years of experience, working for Seanix Technology Inc. in Business Development
from January 1995 to April 1999, combining his experience in the high-tech
sector with a knowledge of sports and the gaming industry. From June 1999 to
December 1999, Brent served as Operations Manager of cyberoad.com, assisting our
President, John Coffey, in the daily operations of cyberoad.com.

Orlando Guerrero has served as a Director of cyberoad.com since
February 29, 2000. Orlando is a fully certified Attorney-at-Law and Notary
Public, and has worked as an independent professional at the law firm of Bufete
Guerrero Y Guerrero, S.A. since 1995. He previously served as the President of
the Board of Directors at Banco Internacional de Costa Rica, S.A. and has also
served on the Board of Museo do Arte y Diseno. Orlando lives in Costa Rica and
speaks fluent Spanish, English and French.

Stig Lyren has served as Chief Financial Officer of cyberoad.com since
February 7, 2000. In 1999, Stig served as Controller of RSL Com Canada Inc. From
1998 to 1999, Stig was Controller of Overwaitea Food Group. From 1997 to 1998,
Stig served as Manager, Revenue Accounting and Corporate Reporting for BC Rail
Ltd., and from 1993 to 1997, he served as Manager, Financial Planning and
Analysis for the same company.

Paul Mari has served as the Chief Operating Officer of cyberoad.com
since December 1999. Paul brings to cyberoad.com over 25 years of Operations
Management experience. Paul has put his experience with integrating
administrative policies and procedures to use in creating our business model and
striving to ensure execution and delivery of our business plan. From 1984 to
1998, Paul worked for Future Shop Ltd., serving for the final eight years as
Group Product Manager, Appliance Division. From 1998 to 1999, Paul served as
Vice President of Operations for NTS Computer Systems Ltd.

Krista Wilson has served as the Secretary of cyberoad.com since June
1999, and has an extensive background in Corporate Law and Securities
Administration. Prior to joining cyberoad.com, from 1991 to 1998, Krista served
as Administration Manager and Corporate Secretary and held Directorships in the
NASDAQ listed Optima Petroleum Corporation, now Petroquest Energy Inc., and the
TSE listed High G. Minerals Corp., a group of publicly traded oil, gas, mining,
and resource based companies. Krista currently provides administrative services
to the Corporate Finance and Securities Administration Departments.

29
<PAGE>

Significant Employees

Carl Schmidt has served as Chief Information Officer since April 28,
1999. Carl is responsible for computer programming activities. For the past 11
years, his programming experience has revolved around a variety of Internet and
network programming assignments. Carl is proficient in several computer
languages, including java, C and C++, as well as various network systems. While
finishing a Bachelor of Science Degree from Simon Fraser University, from May
1995 to December 1995 and from May 1996 to August 1996, Carl served as Systems
Analyst for ISM-BC. From December 1990 to April 1997 at various points, Carl has
undertaken projects as an independent consultant, including network support and
installation. Carl was employed as the Chief Information Officer of Calvex
International from 1997 to 1999.

Joseph Chin has served as Chief Systems Officer since April 28, 1999.
Joseph is responsible for the implementation and management of cyberoad.com's
computer systems and networks. He joined cyberoad.com with over 10 years
experience in the design, implementation and management of mission-critical
enterprise information systems and networks. In addition to his education in
Computer Science at Simon Fraser University, Joseph is a Sun-certified systems
engineer and a CCNA (Cisco Certified Network Associate). From 1992 to 1996
Joseph served as Network Systems Consultant for Prodigy technologies Corporation
in Vancouver, B.C. In 1997, Joseph served as Network Systems Manager for
International Bingonet Corporation, Burnaby, B.C., and Network Systems
Consultant for Unilogik Computer Systems, Vancouver, B.C. Joseph was employed as
the Network Systems Manager of Calvex International from 1997 to 1999.

Significant Consultants

Calvin Ayre has served as Internet Business Model and Product
Consultant since November 15, 1999. Calvin is the founder and visionary of both
cyberoad.com and Ecomm Relationship Technologies (IOM) Limited. Calvin's
background is in business start-ups, software development, and network and
Internet technologies. He holds a Bachelor of Science degree from the University
of Waterloo, and a Master of Business Administration with a major in management
finance from City University in Seattle. From 1990 to 1997 Calvin was the owner
and President of HQ Vancouver, a privately held Canadian business incubation
company. During that time he also served as Chief Operating Officer of Calvex
International Inc., a Canadian based technology development company that
commenced development work for cyberoad.com. From 1996 to February 1999 Calvin
was Director of Cyberoad Gaming Corporation of St. Kitts, West Indies. From
February 1999 to November 1999, Calvin was employed as Chief Executive Officer
and Chief Operating Officer of Cyberoad.com (Isle of Man) Ltd.

Family Relationships

There are no family relationships among directors and executive
officers.

Compensation of Directors

Directors of cyberoad.com do not receive any salary for their services
as directors. cyberoad.com issued options to purchase 75,000 shares of common
stock to Mr. Corobotiuc at an exercise price of $1.00 per share for his services
as a director. Mr. Corobotiuc's options became exercisable commencing on October
1, 1999 and vest in equal monthly installments over the following 24 months,
with an expiration date of July 26, 2009. cyberoad.com issued options to
purchase 50,000 shares of common stock to Mr. Guerrero at an exercise price of
$3.50 per share for his services as a director. Mr. Guerrero's options shall be
exercisable commencing on June 1, 2000 and shall vest in equal monthly
installments over the following 24 months, with an expiration date of March 1,
2009. Directors of cyberoad.com may also serve cyberoad.com in other capacities
as an officer, agent or otherwise, and may receive compensation for their
services in such other capacity.

Executive Compensation

The following table sets forth, as to our four most highly compensated
executive officers (the "Named Executive Officer") whose compensation exceeded
$100,000 during the last fiscal year, information concerning all compensation
paid for services to cyberoad.com in all capacities during the last three fiscal
years. For a description of employment agreements between cyberoad.com and
certain executive officers, see "Employment Agreements with Executive Officers"
below.

30
<PAGE>

Annual Compensation Long Term Compensation
------------------- ----------------------
Securities
Fiscal Year Stock Underlying
Name and Principal Position Ended Salary Award Options
--------------------------- ----------- ------ --------- ----------
<S> <C> <C> <C> <C>

John Coffey, President 1999 $108,000 1,882,150 300,000

</TABLE>

Option Grants in Last Fiscal Year

The following table sets forth specified information regarding options
granted to the Named Executive Officer during the year ended December 31, 1999.

Securities Percent of Total
Underlying Options Granted to
Options Employees in Fiscal Exercise or Expiration
Name Granted Year Base Price Date

John Coffey 300,000 17.21% $1.00 April 1, 2009

The percentage of total options granted to employees in 1999 shown in
the table above is based on options to purchase an aggregate of 1,743,625 shares
of common stock granted during the year ended December 31, 1999.

1999 Year-End Option Values

The following table sets forth certain information concerning the
number and value of unexercised options held by the Named Executive Officer at
December 31, 1999. The value of the in-the-money options is based on a closing
sales price of $3.375 per share on December 31, 1999, and an exercise price of
$1.00.

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options at
Options at December 31, 1999 December 31, 1999
---------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable

John Coffey 99,900 200,100 $ 237,263 $ 475,238

Employment Agreements with Executive Officers

Pursuant to the Services Agreement between cyberoad.com and
Kazootek.com Technologies Inc., Kazootek provides cyberoad.com with the services
of several executive officers. Please refer to "Certain Relationships and
Related Transactions" for a discussion of the Services Agreement with
Kazootek.com.

Paul Mari executed an employment agreement with Kazootek.com dated
December 13, 1999, pursuant to which Mr. Mari is employed by Kazootek.com to
serve as Chief Operating Officer to cyberoad.com, in exchange for a base salary
of $90,000 Cdn. per annum, and options to purchase 100,000 shares of common
stock of cyberoad.com at an exercise price of $1.00 per share.

Krista Wilson executed an employment agreement with Kazootek.com dated
September 23, 1999, pursuant to which Ms. Wilson is employed by Kazootek.com to
provide administrative services to cyberoad.com, in exchange for a base salary
of $55,000 Cdn. per annum and options to purchase 60,000 shares of common stock
of cyberoad.com at an exercise price of $1.00 per share.

31
<PAGE>

Stig Lyren executed an employment agreement with Kazootek.com dated
February 7, 2000, pursuant to which Mr. Lyren is employed by Kazootek.com to
serve as Chief Financial Officer of cyberoad.com, in exchange for a base salary
of $80,000 Cdn. per annum. If Mr. Lyren continues to be employed six months
following his commencmeent date with the Company, he is entitled to receive
options to purchase 20,000 shares of common stock of cyberoad.com exercisable at
the current market price at the date of issuance.

Limitation of Liability and Indemnification Matters

Our Articles of Incorporation, as amended, provide that in our Bylaws,
we shall have the power to indemnify our directors and executive officers and
any of our other officers, employees and agents against any contingency or
peril, as may be determined to be in the best interests of cyberoad.com. Our
Articles of Incorporation, as amended, also empower us to purchase insurance on
behalf of any person whom we are required or permitted to indemnify. To date,
cyberoad.com has not entered into indemnification agreements with any of its
directors, executive officers, or any other officer, employee or agent. In
addition, to date, cyberoad.com has not purchased insurance policies under these
indemnification provisions.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of December 31, 1999, cyberoad.com entered into a services agreement
with Kazootek.com Technologies Inc., a company incorporated under the laws of
British Columbia, for the purposes of Kazootek.com providing cyberoad.com
certain services including but not limited to, software and technology
development and marketing, web development, network systems administration,
human resources administration, consulting, and corporate finance and securities
administration. The Services Agreement is effective for a period of one year,
unless terminated earlier by either party upon 30 days written notice to the
other party. The Services Agreement shall be automatically renewed for
successive renewal periods of one year each, on each anniversary of the
effective date. In return for the services provided for by Kazootek.com,
cyberoad.com shall pay a fee equal to all costs plus 10% Cdn., paid annually.
These costs include software development, web development, network systems
administration, human resources, accounting, corporate finance and securities
administration, consulting, marketing and communications, technology development
and management. Between January 1, 2000 and March 31, 2000, the costs incurred
by Kazootek total approximately $860,000, and have been accruing. As of May 1,
2000, cyberoad.com has not paid Kazootek a fee for these costs incurred, because
the fee is to be paid annually.

Effective June 1, 2000, cyberoad.com entered into an Asset Pledge and
Release Agreement with Cyberoad.com (Isle of Man) Limited, El Moro Finance Ltd.,
and Kazootek, whereby cyberoad.com pledged all of its operational assets and its
ownership of Ebanx Ltd., a Nevada corporation, and Corporacion Ebanx.com, S.A.,
a Panama corporation, as collateral for its obligations to Kazootek under the
Services Agreement. John Coffey is the President of Corporacion Ebanx.com, S.A.
and the Chief Operating Officer of cyberoad.com. Stig Lyren is the Chief
Financial Officer of Kazootek.com, Corporacion Ebanx.com, S.A. and cyberoad.com.
Krista Wilson is the Secretary of Kazootek.com, Ecomm Relationship Technologies
(IOM) Limited, Corporacion Ebanx.com, S.A. and cyberoad.com.

32
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table presents information regarding the beneficial
ownership of our common stock as of March 31, 2000 for:

each person who is known to us to be the beneficial owner of more than
5% percent of the outstanding common stock;

each of our directors;

the Named Executive Officer;

each of the selling stockholders named in this prospectus; and

all of our directors and executive officers as a group.

The address of each person listed is in care of cyberoad.com,
Corporation, Oficentro Sabana Sur, Edifico 7, 5 Piso San Jose, Costa Rica,
unless otherwise provided below the person's name.

Shares of common stock that a person has the right to acquire under
options, warrants or other arrangements within 60 days of March 31, 2000 are
deemed outstanding for purposes of computing the percentage ownership of the
person who has the right to acquire the shares but are not deemed outstanding
for computing the percentage ownership of any other person. Except as provided
under applicable community property laws or as indicated below, each stockholder
identified in the table possesses sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by that stockholder.

As to Thomson Kernaghan & Co. Ltd, the figures in the table
include 291,375 shares of common stock underlying stock options
which are currently exercisable and which were issued as a
placement agency commission fee.

As to Paul Lemmon, the sole director and officer of Striker
Capital Ltd, and has investment control over the shares held by
Striker Capital Ltd.

As to John Coffey, the figures in the table include 126,000
shares of common stock reserved for issuance upon exercise of
stock options which currently are exercisable or will be
exercisable within 60 days of March 31, 2000.

As to Brent Corobotiuc, the figures in the table include 30,000
shares of common stock reserved for issuance upon exercise of
stock options which currently are exercisable or will be
exercisable within 60 days of March 31, 2000.

As to Krista Wilson, the figures in the table include 25,200
shares of common stock reserved for issuance upon exercise of
stock options which currently are exercisable or will be
exercisable within 60 days of March 31, 2000.

As to the Directors and executive officers as a group, the
figures in the table include 181,200 shares of common stock
reserved for issuance upon exercise of stock options which
currently are exercisable or will be exercisable within 60 days
of March 31, 2000.

Shares Beneficially Shares Beneficially
Owned Prior Owned After
to Offering The Offering
------------------- -------------------
Number of
Name and Address Number Percent Shares Offered Number Percent
---------------- ------ ------- ------------------- ----- -------
<S> <C> <C> <C> <C> <C>

Thomson Kernaghan & Co. Ltd..................... 580,143 4.0% 580,143 0 *
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Peter Legault................................... 44,000 * 44,000 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
33
<PAGE>

Westover Investments Inc........................ 34,100 * 34,100 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
David L.K. Bruce................................ 34,100 * 34,100 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
ASSIF S.A....................................... 78,571 * 78,571 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Atlantis Capital Fund Ltd....................... 78,571 * 78,571 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Brian Matheson.................................. 33,000 * 33,000 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
CALP II LP...................................... 157,143 1.1% 157,143 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
779271 Ontario Ltd.............................. 96,250 * 96,250 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Thesis Group Inc................................ 154,000 1.1% 154,000 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Striker Capital Ltd............................. 789,231 5.3% 789,231 0 *
129 Front Street, Penthouse Suite
Hamilton, Bermuda
Benitz and Partners Ltd......................... 57,750 * 57,750 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Colony Investments Ltd.......................... 154,000 1.1% 154,000 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Mary Wynn Fini.................................. 34,100 * 34,100 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Bob Weir........................................ 57,200 * 57,200 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
34

<PAGE>

Southshore Capital Fund Ltd..................... 78,571 * 78,571 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Rottweiler Holdings Ltd......................... 7,334 * 7,334 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Loire Sextant S.A............................... 36,667 * 36,667 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
Gregg Badger.................................... 40,389 * 40,389 0 *
c/o Thomson Kernaghan & Co. Ltd
365 Bay Street, 10th Floor
Toronto, Ontario M5H-2V2
El Moro Trust................................... 600,000 4.2% 600,000 0 *
Larchwood Clay Head Road
Baldrive, Isle of Man
British Isles
Dhoon Glen Trust................................ 500,000 3.5% 500,000 0 *
International House
Victoria Road
Douglas, Isle of Man
British Isles
Beru Establishment Ltd.......................... 400,000 2.8% 400,000 0 *
Pflugstrasse 10
PO Box 1623
FL-9490
Vaduz, Liechtenstein
518659 BC Ltd................................... 50,000 * 50,000 0 *
3995 East Hastings Street
Burnaby, BC V5C 2HB
Alan Ackerman................................... 250,000 1.8% 250,000 0 *
c/o Kink & Co., C1
1500 Hornby Street
Vancouver, BC, V6Z 2R1
Advanced Financial.............................. 500,000 3.5% 500,000 0 *
c/o Kink & Co., C1
1500 Hornby Street
Vancouver, BC, V6Z 2R1
Tanzanite Holdings Inc.......................... 500,000 3.5% 1,250,000 0 *
c/o Kink & Co., C1
1500 Hornby Street
Vancouver, BC, V6Z 2R1
Asanol Management Corporation................... 400,000 2.8% 400,000 0 *
Suite 700 - 555 West Hastings Street
Vancouver, BC, V6z 2R1
35
<PAGE>
Fiston Investments Ltd.......................... 600,000 4.2% 600,000 0 *
Road Town, Pases Estate, P.O. Box 3149
Tortola, British Virgin Islands
FMWP (BVI), Inc................................. 100,000 * 100,000 0 *
122-5000 Miller Road
Richmond, BC, V7B 1KB
Joanne Coulson.................................. 50,000 * 50,000 0 *
Unit 35-1905 Broad Hollow Gate
Mississauga, ON L5L 5X2
Bank Sal. Oppenheim Jr. & Co.................... 640,000 4.5% 640,000 0 *
Uraniastrasse 28, Postfach 4439,
CH-8022 Zurich, Switzerland
Finter Bank Zurich.............................. 620,000 4.4% 620,000 0 *
Claridenstrasse 35, Postfach,
CH-8022 Zurich, Switzerland
Centrum Bank AG................................. 600,000 4.2% 600,000 0 *
Helligireuz 8, Postfach 1168,
FL-9490, Vaduz, Liechtenstein
Basler Kantonalbank............................. 640,000 4.5% 640,000 0 *
6, cours de Rive, P.O. Box 3460
1211 Geneve 3, Switzerland
LE Management Ltd............................... 25,000 * 25,000 0 *
700-595 Howe Street
Vancouver, BC, V6C 2T5
Manfred Moschner................................ 7,500 * 7,500 0 *
A-1010 Wien
Rauhensteingasse 7/42, Vienna, Austria
Margaret Bruce.................................. 50,000 * 50,000 0 *
31431 Southern Drive
Abbotsford, BC, V2T 5N9
Martin Robert Johnson........................... 50,000 * 50,000 0 *
850-1095 West Pender Street
Vancouver, BC, V6E 2M6
Pat Meredith.................................... 50,000 * 50,000 0 *
1050 Cortell Street
North Vancouver, BC, V7P 2N3
Peter Hanusch................................... 50,000 * 50,000 0 *
Roten Turm Str. 29,
A1010 Vienna, Austria
Tom Locke....................................... 430,000 3.0% 430,000 0 *
232 W. 14th Ave.
Vancouver, BC, V5Y 1X1
Darrell Lidstone................................ 20,000 * 20,000 0 *
#101 - 7155 Granville Street
Vancouver, BC, V6P 4X6
Robin & Suzanne Smith........................... 310,000 2.2% 310,000 0 *
2780 Chelsea Avenue
West Vancouver, BC, V7S 3V9
36
<PAGE>

380946 B.C. Ltd................................. 20,000 * 20,000 0 *
2780 Chelsea Avenue
West Vancouver, BC, V7S 3V9
FMWP (BVI), Inc................................. 10,000 * 10,000 0 *
2780 Chelsea Avenue
West Vancouver, BC, V7S 3V9
Ross Carriere................................... 100,000 * 100,000 0 *
Viktoria Zazoulina.............................. 20,000 * 20,000 0 *
Eric Chan....................................... 20,000 * 20,000 0 *
Gord Harris..................................... 20,000 * 20,000 0 *
Lisa Shields.................................... 50,000 * 50,000 0 *
Kenneth Miller.................................. 100,000 * 100,000 0 *
Joe Chin........................................ 100,000 * 100,000 0 *
Greg Taylor..................................... 100,000 * 100,000 0 *
Eppie Canning................................... 100,000 * 100,000 0 *
Don Matlo....................................... 25,000 * 25,000 0 *
Carl Schmidt.................................... 150,000 1.1% 150,000 0 *
Dal Brynelsen................................... 50,000 * 50,000 0 *
John Coffey..................................... 2,008,150 14.1% 0 2,008,150 14.1%
Brent Corobotiuc................................ 30,000 * 0 30,000 *
Paul Mari....................................... 0 * 0 0 *
Krista Wilson................................... 45,200 * 0 45,200 *
Stig Lyren...................................... 0 * 0 0 *
Directors and executive officers
as a group (5 persons)....................... 2,083,350 14.5% 0 2,083,350 14.5%
--------------------------------
* Less than one percent.
</TABLE>

37
<PAGE>

PLAN OF DISTRIBUTION

In July 1999 we completed the sale of up to 1,400,000 shares of our
common stock pursuant to an offering under Regulation S of the Securities Act of
1933, as amended, to investors that are not "U.S. Persons" as defined under
Regulation S. In that offering, we also granted a compensatory option to
purchase 200,000 shares of common stock at an exercise price of $1.00 to Thomson
Kernaghan for serving as placement agent in the offering. In November 1999 we
completed the sale of 648,859 shares of common stock pursuant to an offering
under Regulation S of the Securities Act of 1933, as amended, to investors that
are not "U.S. Persons" as defined under Regulation S. In that offering, we also
granted a compensatory option to purchase 64,886 shares of common stock at an
exercise price of $3.50 to Thomson Kernaghan for serving as placement agent in
the offering and issued into escrow 850,000 shares of our common stock that may
be issued to certain of the selling stockholders pursuant to the terms of the
offering. Effective November 11, 1999, we issued 1,500,000 shares of our common
stock to three selling security holders in exchange for all of the issued and
outstanding shares of Ecomm Relationship Technologies (IOM) Limited. In November
1999, we issued 50,000 shares of our common stock to a selling security holder
as compensation for services rendered for certain introductions made to various
investors and underwriters.

Our gross proceeds from the offer and sale of our common stock in the
offering completed in July 1999 was $2,002,000 and our net proceeds were
approximately $1,865,019. Our gross proceeds from the offer and sale of our
common stock in the offering completed in November 1999 was $2,271,007 and our
net proceeds were approximately $2,030,996.

Pursuant to an agreement dated April 15, 1999, as amended, we issued
8,659,650 shares of our common stock to Cyberoad.com (Ireland) Ltd. In exchange
for all of the outstanding capital stock of Cyberoad (Isle of Man) Ltd. The
issuance of these shares was pursuant to an offering under Regulation S of the
Securities Act of 1933, as amended, to a non "U.S. Person" as defined under
Regulation S. Subsequent thereto, Cyberoad.com (Ireland) Ltd. distributed these
shares to its stockholders, all of whom are non "U.S. Persons."

The Selling Security Holders have advised us that the sale or
distribution of the common stock may be effected directly to purchasers by the
Selling Security Holders as a principal or through one or more underwriters,
brokers, dealers or agents from time to time in one or more transactions (which
may involve crosses or block transactions) (i) in the over-the-counter market,
(ii) in transactions otherwise than in the over-the-counter market, or (iii)
through the writing of options (whether such options are listed on an options
exchange or otherwise) on, or settlement of short sales of, the Common Stock.
Any of such transactions may be effected at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale or at negotiated or fixed prices, in each case as
determined by the Selling Security Holders or by agreements between the Selling
Security Holders and underwriters, brokers, dealers or agents or purchasers. If
the Selling Security Holders effect such transactions by selling common stock to
or through underwriters, brokers, dealers or agents, such underwriters, brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from the Selling Security Holders or commissions from purchasers
of common stock for whom they may act as agent (which discounts, concessions or
commissions as to particular underwriters, brokers, dealers or agents may be in
excess of those customary in the types of transactions involved). The Selling
Security Holders and any brokers, dealers or agents that participate in the
distribution of the common stock may be deemed to be underwriters, and any
profit on the sale of common stock by them and any discounts, concessions or
commissions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.

Because each of the Selling Security Holders may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities Act, the
Selling Security Holders will be subject to prospectus delivery requirements
under the Securities Act. Furthermore, in the event of a "distribution" of their
shares, the Selling Security Holders, any selling broker or dealer and any
"affiliated purchasers" may be subject to Regulation M under the Exchange Act
until its participation in the distribution is completed.

To comply with the securities laws of certain jurisdictions, if
applicable, the shares of common stock will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions the shares of common stock may not be offered
or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available
and is complied with. Upon request of certain Selling Security Holders, we will
make all applicable filings under state securities or blue sky laws.

The Selling Security Holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of any of the shares of common stock
by the Selling Security Holders. The foregoing may affect the marketability of
the shares of common stock.
38
<PAGE>

We will pay all expenses of the registration of the shares, including,
without limitation, SEC filing fees and expenses of compliance with state
securities or "blue sky" laws; provided, however, that the Selling Security
Holders will pay all underwriting discounts and selling commissions, if any.

DESCRIPTION OF CAPITAL STOCK

We are authorized to issue a total of 500,000,000 shares of common
stock, par value $0.00001 per share. As of March 31, 2000, 14,159,009 shares of
our common stock were issued and outstanding.

Voting Rights; Dividends; Preemption; Redemption; Conversion; Liquidation

The holders of common stock (i) are entitled to one vote per
outstanding share on all matters requiring shareholder action, (ii) have no
preemptive or other rights and there are no redemption, sinking fund or
conversion privileges applicable thereto and (iii) are entitled to receive
dividends as and when declared by the board of directors out of funds legally
available therefore. Upon liquidation, dissolution or winding up of
cyberoad.com, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities.

Compensation Options

Thomson Kernaghan & Co. Limited is the registered holder of options to
purchase 220,000 shares of common stock of cyberoad.com at an exercise price of
$1.00 per share. These options are exercisable at any time and from time to time
until June 30, 2001. Thomson Kernaghan & Co. Limited is the registered holder of
options to purchase 71,375 shares of common stock of cyberoad.com at an exercise
price of $3.50 per share. These options are exercisable at any time and from
time to time until November 11, 2001.

Transfer Agent

cyberoad.com's transfer agent is Interwest Transfer Co., Inc.. The
transfer agent's mailing address is 1981 East 4800 South, Suite 100, Salt Lake
City, UT 84117.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

39
<PAGE>

LEGAL MATTERS

The validity of the common stock subject to this offering will be
passed upon for us by Holland & Knight LLP, Miami, Florida, counsel to
cyberoad.com Corporation.

EXPERTS

The financial statements of cyberoad.com Corporation for the fiscal
year ended December 31, 1999 included in this prospectus have been so included
in reliance on the report of Pannell Kerr Forster, independent accountants,
given on their authority as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission in
Washington, D.C., a registration statement under the Securities Act covering the
shares to be sold using this prospectus. This prospectus does not contain all of
the information included in the registration statement and the exhibits to the
registration statement. Statements contained in this prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and with respect to any contract or other document filed as an exhibit
to the registration statement, reference is made to the exhibit for a more
complete description of the matter involved. For further information about us
and the shares offered using this prospectus, please refer to the registration
statement and the exhibits to the registration statement. A copy of the
registration statement, including the exhibits, may be inspected without charge
at the Securities and Exchange Commission's principal office in Washington,
D.C., and copies of all or any part of the Registration Statement may be
obtained from the Public Reference Section of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, upon
payment of prescribed rates.

40
<PAGE>

Index to Consolidated Financial Statements
<TABLE>
<CAPTION>

Consolidated Financial Statements of cyberoad.com Corporation for the Year
Ended December 31, 1999 Page
<S> <C>

Report of Independent Chartered Accountants ................................................41

Consolidated Balance Sheet..................................................................42

Consolidated Statement of Operations........................................................43

Consolidated Statement of Stockholders' Equity..............................................44

Consolidated Statement of Cash Flows........................................................45

Notes to the Consolidated Financial Statement............................................46-53

Consolidated Unaudited Financial Statements of cyberoad.com Corporation for
Three Months Ended March 31, 2000

Consolidated Unaudited Balance Sheets.......................................................55

Consolidated Unaudited Statement of Operations..............................................56

Consolidated Unaudited Statement of Stockholders' Equity....................................57

Consolidated Unaudited Statement of Cash Flows..............................................58

Notes to the Consolidated Unaudited Financial Statements.................................59-64

</TABLE>

<PAGE>
REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF CYBEROAD.COM CORPORATION

We have audited the accompanying consolidated balance sheets of Cyberoad.com
Corporation as at December 31, 1999 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the
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. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, these consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at December 31, 1999 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles
in the United States.

"Pannell Kerr Forster"

Chartered Accountants

Vancouver, Canada
February 23, 2000

-41-
<PAGE>

CYBEROAD.COM CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(U.S. DOLLARS)

ASSETS

CURRENT

Cash and term deposits. . . . . . . . . . . . . . . . $ 1,335,534

Restricted cash (note 3). . . . . . . . . . . . . . . 227,101

Accounts receivable . . . . . . . . . . . . . . . . . 411,596

Due from related party (note 7) . . . . . . . . . . . 13,658

Prepaid expenses. . . . . . . . . . . . . . . . . . . 250,815
------------------------------------------------------- ------------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . 2,238,704

DEPOSITS (note 4) . . . . . . . . . . . . . . . . . . . 434,717

PROPERTY AND EQUIPMENT (note 5) . . . . . . . . . . . . 1,241,473
------------------------------------------------------- ------------

$ 3,914,894
------------------------------------------------------- ------------

LIABILITIES

CURRENT

Accounts payable and accrued liabilities (note 6) . . $ 75,347

Customer deposits . . . . . . . . . . . . . . . . . . 794,711

Due to related parties (note 7) . . . . . . . . . . . 175,871

Current portion of capital lease obligations (note 8) 57,649
------------------------------------------------------- ------------

TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . 1,103,578

DEPOSITS FROM MERCHANTS (note 9). . . . . . . . . . . . 428,822

CAPITAL LEASE OBLIGATIONS (note 8). . . . . . . . . . . 164,391

1,696,791
------------

COMMITMENTS (note 10)

STOCKHOLDERS' EQUITY (DEFICIT) (notes 11, 12, 13
and 14)

COMMON STOCK, $0.00001 par value; 500,000,000 shares
authorized, 14,159,009 shares issued and outstanding . $ 142

ADDITIONAL PAID-IN CAPITAL. . . . . . . . . . . . . . . 3,942,535

ACCUMULATED DEFICIT . . . . . . . . . . . . . . . . . . (1,724,574) 2,218,103
------------------------------------------------------- ------------ ---------

$ 3,914,894
------------------------------------------------------- ------------

-42-
<PAGE>
CYBEROAD.COM CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

REVENUES

Data processing . . . . . . . . . . . . $ 429,805

Transaction processing. . . . . . . . . 494,502

Systems support and maintenance . . . . 636,768

Marketing . . . . . . . . . . . . . . . 368,215

Other . . . . . . . . . . . . . . . . . 29,412
----------------------------------------- ------------
1,958,702
DIRECT COSTS

Data processing . . . . . . . . . . . . $ 335,905

Transaction processing. . . . . . . . . 509,124

Marketing . . . . . . . . . . . . . . . 1,078,328

Royalties . . . . . . . . . . . . . . . 22,205 1,945,562
----------------------------------------- ------------ ---------

GROSS MARGIN. . . . . . . . . . . . . . . 13,140
----------------------------------------- ------------

DEVELOPMENT EXPENSES

Equipment . . . . . . . . . . . . . . . 15,794

Salaries. . . . . . . . . . . . . . . . 268,420

Other . . . . . . . . . . . . . . . . . 53,412 337,626
----------------------------------------- ------------ -------

OPERATING EXPENSES

Wages and employee benefits . . . . . . 346,521

Consulting and management fees (note 7) 250,979

Professional fees . . . . . . . . . . . 182,743

Rent. . . . . . . . . . . . . . . . . . 81,494

Equipment rental and maintenance. . . . 74,611

Office and miscellaneous. . . . . . . . 57,732

Advertising and promotion . . . . . . . 48,140

Travel. . . . . . . . . . . . . . . . . 42,101

Stock options benefits (note 11). . . . 41,055

Telecommunications. . . . . . . . . . . 23,555

Software support. . . . . . . . . . . . 21,756

Professional development. . . . . . . . 20,185

Bank charges and interest . . . . . . . 8,488

Automobile. . . . . . . . . . . . . . . 7,412

Amortization and depreciation . . . . . 90,993 1,297,765
----------------------------------------- ------------ ---------

NET LOSS. . . . . . . . . . . . . . . . . $(1,622,251)
----------------------------------------- ------------

NET LOSS PER SHARE - BASIC AND DILUTED. . $ (0.17)
----------------------------------------- ------------

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING. . . . . . . . . . . 9,315,840
----------------------------------------- ------------

-43-
<PAGE>
CYBEROAD.COM CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
----------------
NUMBER AMOUNT CAPITAL DEFICIT EQUITY
---------- --------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 (note 1) . . . . . 8,659,650 $ 87 $ 0 $ 0 $ 87

Acquisition of a subsidiary (note 1). . . . . 1,050,000 10 (10) 0 0

Issuance of common stock

For cash, at $1.43. . . . . . . . . . . . . 1,400,000 14 2,001,986 0 2,002,000

For cash, at $3.50. . . . . . . . . . . . . 648,859 6 2,271,001 0 2,271,007

Escrow shares (note 13) . . . . . . . . . . 850,000 9 (9) 0 0

For cash, exercise of options at $1.00. . . 500 0 500 0 500

For services. . . . . . . . . . . . . . . . 50,000 1 4,999 0 5,000

For acquisition of a subsidiary (note 2(a)) 1,500,000 15 (15) 0 0

Share issue costs (including compensatory
stock options) (note 12). . . . . . . . . 0 0 (1,258,080) 0 (1,258,080)

Stock options benefits and compensatory
stock options issued to underwriter
(notes 11 and 12) . . . . . . . . . . . . . 0 0 922,163 0 922,163

Distribution to shareholders (note 2(a)). . . 0 0 0 (102,323) (102,323)

Net loss for year . . . . . . . . . . . . . . 0 0 0 (1,622,251) (1,622,251)
--------------------------------------------- ---------- --------- ------------- -------------- ------------

Balance, December 31, 1999. . . . . . . . . . 14,159,009 $ 142 $ 3,942,535 $ (1,724,574) $ 2,218,103
--------------------------------------------- ---------- --------- ------------- -------------- ------------
</TABLE>
-44-
<PAGE>
CYBEROAD.COM CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31
(U.S. DOLLARS)

OPERATING ACTIVITIES

Net loss $(1,622,251)

Adjustments to reconcile net loss to net cash
used by operating activities

Amortization and depreciation 90,993

Stock options benefits 41,055

Common stock issued for services 5,000

Changes in operating assets and liabilities

Accounts receivable (411,596)

Prepaid expenses (250,815)

Deposits (434,717)

Accounts payable and accrued liabilities 75,347

Customer deposits 794,711

Deposits from merchants 428,822
------------------------------------------------ ------------

NET CASH USED BY OPERATING ACTIVITIES (1,283,451)
------------------------------------------------ ------------

INVESTING ACTIVITIES
------------------------------------------------

Acquisition of property and equipment. . . . . $(1,066,332)

Acquisition of net assets and software
license. . . . . . . . . . . . . . . . . . . (100,000)
------------------------------------------------ ------------

NET CASH USED BY INVESTING ACTIVITIES (1,166,332)
------------------------------------------------ ------------

FINANCING ACTIVITIES

Issuance of common stock . . . . . . . . . . . 4,273,507

Restricted cash held . . . . . . . . . . . . . (227,101)

Share issue costs. . . . . . . . . . . . . . . (376,972)

Net advances from and expenses paid

by related parties . . . . . . . . . . . . . 159,977

Capital lease obligations. . . . . . . . . . . (44,094) 3,785,317

CASH AND TERM DEPOSITS, END OF YEAR $ 1,335,534
------------------------------------------------ ------------

SUPPLEMENTAL INFORMATION

Income taxes paid $ 0

Interest paid $ (8,488)

Non-cash investing activities

Equipment leasing $ 266,134

Distribution to shareholders (note 2(a)) $ (102,323)

Non-cash financing activities options to
underwriters (note 12) $ 922,163
------------------------------------------------ ------------

-45-
<PAGE>

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS

Cyberoad.Com Corporation ("the Company") was organized June 23, 1988 under the
laws of the State of Florida as Sunshine Equities Corp. The Company changed its
name to LAL Ventures Corp. and then to Cyberoad.com Corporation on May 3, 1999.

On May 1, 1999, the Company acquired all the issued and outstanding common stock
of Cyberoad.com (Isle of Man) Ltd. ("IOM Ltd.") in exchange for 8,659, 650
common shares of the Company. At the time of the acquisition the Company had no
assets or liabilities (note 2(a)). IOM Ltd. is accounted for as the acquiring
party and the surviving accounting entity because the former stockholders of IOM
Ltd. received an amount of voting shares which constitutes an effective
controlling interest in the combined corporation. The shares issued by the
Company pursuant to the acquisition have been accounted for as if these shares
had been issued upon the organization of IOM Ltd. The outstanding capital stock
of the Company immediately prior to the acquisition has been accounted for as
shares issued by the Company to effect the reverse acquisition. The Company
commenced operations on May 1, 1999 when the subsidiaries acquired operating
assets from a related Company (note 2(a)).

The Company's principal business is the development of internet gaming software,
the licensing of the software to other companies and online financial
transactions processing facility through its wholly-owned subsidiary, Ecomm
Relationship Technologies (IOM) Limited (formerly Ebanx.com (Isle of Man)
Limited). The Company also operates an internet data processing and call centre
based in Costa Rica.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of consolidation and acquisitions

These consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, IOM Ltd., Ecomm Relationship Technologies (IOM)
Limited, Isle of Man Corporations, eBanx Ltd., a Nevada Corporation and Sistemas
de Informacion Technologia ("SIT"), Informacion y Technologia Canadiense
("ITC"), Costa Rica Corporations. All significant intercompany balances and
transactions have been eliminated. Details of the acquisitions, which have been
accounted for using the purchase method, are set out below.

(i) On May 1, 1999 the Company acquired all of the outstanding shares of IOM
Ltd., for 8,659,650 common shares of the Company at a par value of $0.00001 per
share. IOM Ltd. had no assets, liabilities or operations at acquisition date,
accordingly, the reverse acquisition does not reflect any results of operations
of the acquired subsidiary prior to the merger.

On May 1, 1999, IOM Ltd. acquired all the property and equipment of a related
company for consideration of $10.

-46-
<PAGE>
CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(ii) The Company acquired all of the outstanding shares of Ecomm
Relationship Technologies (IOM) Limited (which has a Nevada subsidiary, eBanx
Ltd.), for 1,500,000 shares of the Company at a stated value of $15. These
companies had a net book value of $0 at acquisition date.

On May 1, 1999, Ecomm Relationship Technologies (IOM) Limited acquired certain
assets and liabilities including the "eBanx" trademark, domain name and other
intellectual properties from a related company for consideration of $50,000
which exceeded the historical cost basis of the net assets acquired by $53,323.

(iii) On May 1, 1999, IOM Ltd. acquired all of the outstanding shares of SIT
and ITC, the license to the "CR Netbook" software, and certain revenue sharing
agreements with customers from a related company for consideration of $49,000
which exceeded the historical cost basis of the assets acquired by $49,000.

The excess of the consideration paid over the acquired assets historical cost
basis amounted to $102,323 and has been reflected as a distribution to
shareholders in the accompanying consolidated statement of stockholders' equity.

(b) Financial instruments

The Company's financial instruments consist of accounts receivable, due from
related party, deposits, accounts payable and accrued liabilities, customer
deposits, due to related parties, deposits from merchants and capital lease
obligations. Unless otherwise noted, 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 values of these financial
instruments approximate their carrying values unless otherwise noted.

The U.S. dollar is considered the functional currency for all subsidiaries.
Accordingly, the monetary assets and liabilities of these entities have been
remeasured using the current rates of exchange and nonmonetary assets have been
remeasured using the appropriate historical rates of exchange. Gains and losses
from this translation practice have not been significant. Comprehensive loss
would be approximately the same as reported in these financial statements which
give effect to the translation of the financial statements of these entities on
the aforementioned basis.

-47-
<PAGE>
CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Property and equipment

Property and equipment are carried at cost less accumulated amortization and
depreciation. Amortization and depreciation of property and equipment are
calculated at the following annual rates (commencing when the assets are put
into use):

Computer software - 50% Declining balance
Computer equipment - 30% Declining balance
Furniture, fixtures and equipment - 20% Declining balance
Leased equipment - 20% and 30% Declining balance
Leasehold improvements - 12.5% Straight-line

(e) Revenue recognition

The Company recognizes revenues from licensees and customers on an accrual basis
based on agreed terms of licenses and contracts as the services are rendered
except for systems support and maintenance which is derived from actual wagering
activity and the revenues are, consequently, recognized after verifiable events
conclude. Allowances for non-collection of revenues are made when
collectibility becomes uncertain.

In May 1997, a Statement of Position "Software Revenue Recognition (SOP 97-2)
was issued. SOP 97-2 as amended by SOP 98-9 provides revised and expanded
guidance on software revenue recognition and applies to all entities that earn
revenue from licensing, selling or otherwise marketing computer software. SOP
97-2 is effective for transactions entered into in fiscal years beginning after
December 15, 1997. The application of SOP 97-2 and SOP 98-9 has not had a
material impact on the Company's results of operations.

(f) Net loss per share

Net loss per share computations are based on the weighted average number of
common shares outstanding during the year. The 850,000 shares in escrow have
been excluded from the computation as the number of shares to be issued is not
determinable. Diluted loss per share has not been presented separately, as the
outstanding stock options and warrants are anti-dilutive for each of the periods
presented.

-48-
<PAGE>
CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Use of estimates

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

(h) Regulation risk

The Company intends to provide its services in jurisdictions that do not
prohibit gaming over the Internet. There can be no assurance that the Company
will be able to comply with future government regulations that will affect
gaming operations in a significant number of international jurisdictions. Costa
Rica has laws prohibiting gaming offered to residents of Costa Rica. As a
result, the Company's Costa Rica based operations only offer to subscribers
outside of Costa Rica.

3. RESTRICTED CASH

Restricted cash of $227,101 is held in escrow by the underwriter pursuant to the
agreement relating to the placement of 648,859 shares in November. These funds
are to be released when the registration statement of the Company filed with the
Securities and Exchange Commission is effective or on October 7, 2000, whichever
occurs first.

4. DEPOSITS

Deposits are comprised of funds that have been withheld by banks and credit card
processors.

5. PROPERTY AND EQUIPMENT

ACCUMULATED
AMORTIZATION
AND
COST DEPRECIATION NET
---------- ------------- ----------
<S> <C> <C> <C>

Computer software . $ 452,204 $ 34,232 $ 417,972

Computer equipment. 508,519 35,045 473,474

Furniture, fixtures
and equipment . . 50,595 6,115 44,480

Leased equipment. . 266,134 13,309 252,825

Leasehold
improvements. . . 55,014 2,292 52,722

$1,332,466 $ 90,993 $1,241,473
---------- ------------- ----------
</TABLE>

-49-
<PAGE>

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Trade payables $69,817

Accrued liabilities 2,306

Payroll and social security taxes 3,224
-------
$75,347
-------

7. RELATED PARTY TRANSACTIONS

(a) During the year ended December 31, 1999, the Company paid related
parties $137,887 in consulting fees.

The above transactions were completed in the normal course of operations on
normal market terms and were recorded at fair market value as estimated by
management.

(b) Amounts due from related party represent advances to a director of a
related company.

(c) Amounts due to related parties are to companies related by common
management and to directors of the Company and certain subsidiaries.

(d) Effective December 31, 1999 the Company entered into a services
agreement with Kazootek.com Technologies Inc., a related party with common
management, for Kazootek to provide certain services (software development and
marketing, web development, network systems administration, human resources
administration, consulting and corporate finance and securities administration.
The services are to be provided at a fee equal to all costs of Kazootek plus
10%. The agreement is effective for one year unless terminated earlier by
either party upon 30 days written notice and is automatically renewable for
successive one year terms.

-50-
<PAGE>
CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

8. CAPITAL LEASE OBLIGATIONS

2000. . . . . . . . . . . . . . . . . . . . $ 86,300

2001. . . . . . . . . . . . . . . . . . . . 86,300

2002. . . . . . . . . . . . . . . . . . . . 79,237

2003. . . . . . . . . . . . . . . . . . . . 19,333

2004. . . . . . . . . . . . . . . . . . . . 16,652
------------------------------------------- --------

Total minimum lease payments. . . . . . . . 287,822

Less: Amount representing interest . . . 65,782
------------------------------------------- --------

Present value of net minimum lease payments 222,040

Less: Current portion. . . . . . . . . 57,649
------------------------------------------- --------

$164,391
--------

9. DEPOSITS FROM MERCHANTS

Deposits from merchants are permanent deposits and rolling reserves withheld by
the Company to cover potential chargebacks and losses.

10. COMMITMENTS

The Company is committed to the following rental payments for office premises
and equipment operating leases for the following five years:

2000 $190,000

2001 210,000

2002 142,000

2003 27,000

2004 4,000
--------

$573,000
========

-51-
<PAGE>

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

11. STOCK OPTIONS

During the year ended December 31, 1999, the Company granted stock options to
its directors and employees. As at December 31, 1999, the options are
outstanding as follows:

EXERCISE NUMBER
EXPIRY DATE . . . PRICE OF OPTIONS

April 1, 2009 . . $ 1.00 1,505,125

July 26, 2009 . . $ 3.50 50,000

July 26, 2009 . . $ 5.00 75,000

October 1, 2009 . $ 5.50 20,000

November 15, 2009 $ 4.50 10,000

December 1, 2009. $ 3.50 50,000

December 16, 2009 $ 3.50 25,000

December 23, 2009 $ 3.50 10,000

1,745,125
----------

The Company has elected to follow APB 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its stock options. The
exercise prices of certain stock options were below the market price of the
underlying stock on the date of grant, therefore, compensation expense ($41,055)
was recorded under the intrinsic value method. Had compensation expense been
determined on the basis of the estimated fair values of the options granted in
accordance with SFAS No. 123 "Accounting for Stock-Based Compensation", net loss
would have been increased by $16,527 or $0.03 per common share.

The fair value of common share options granted in 1999 is $1,513,531. The fair
value of common share options granted is estimated as at the grant date
using the Black-Scholes option pricing model, using the following weighted
average assumptions:

Dividend yield . . . . . . . . . . . . . . 0%

Risk-free interest rate. . . . . . . . . . 6%

Expected life. . . . . . . . . . . . . . . 5 years

Expected volatility. . . . . . . . . . . . 16%

Weighted average exercise price of options $1.44

During the year ended December 31, 1999, 500 of the April 1, 2009 options were
exercised for 500 common shares of the Company. The weighted average remaining
contractual life of options outstanding at December 31, 1999 is approximately 9
years.

As at December 31, 1999, 658,724 options have been vested.

-52-
<PAGE>
CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)

12. COMPENSATION OPTIONS

During 1999, the Company as additional consideration to the underwriter for the
performance of its obligations to the Company, granted the underwriter
compensatory options for serving as placement agent on sales of 1,400,000 and
648,859 shares of the Company's common stock in July and November, respectively.
Details of these options at December 31, 1999 are as follows:

EXERCISE NUMBER WARRANTS
EXPIRY DATE . . . PRICE OUTSTANDING

June 30, 2001 . . $ 1.00 200,000

November 11, 2001 $ 3.50 64,886
----------------- --------- ---------------

264,886
---------------

Each option entitles the holder to purchase one share in the common stock of the
Company.

The Company has measured and recorded compensation of $881,108 to the
underwriter using the fair value of the options at the date of grant.

13. ESCROW SHARES

The Company issued 850,000 common shares into escrow as part of the 1999 offer
and sale of up to 1,150,000 shares of common stock of the corporation as
additional consideration to the purchasers of the 1,150,000 shares. The shares
are to be released if the corporation fails to meet certain filing deadlines
relating to a registration statement being filed with the Securities and
Exchange Commission. The first deadline of December 7, 1999 was not met and
purchasers are entitled to an additional 0.02 shares of common stock. For each
30 day period after December 7, 1999 the deadline is not met an additional 0.02
shares of common stock are to be issued. Shares not released from escrow to the
purchasers will be released to the corporation for cancellation on the earlier
of the effective date of the registration statement or October 7, 2000.

14. SUBSEQUENT EVENT

Subsequent to the year-end, the Company granted stock options to employees as
follows:

EXERCISE NUMBER OF COMMON SHARES
EXPIRY DATE PRICE OPTIONS

January 1, 2009 . $ 3.50 10,000

January 26, 2009. $ 3.50 5,000

February 9, 2009. $ 3.50 50,000

February 15, 2009 $ 3.50 1,000
----------------- --------- -----------------------

66,000
-----------------------

-53-
<PAGE>

Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000

INDEX PAGE
----- ----

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet 2

Consolidated Statement of Operations 3

Consolidated Statement of Stockholders' Equity 4

Consolidated Statement of Cash Flows 5

Notes to Consolidated Financial Statements 6-11

-54-
<PAGE>

Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(U.S. DOLLARS)
<TABLE>
<CAPTION>

MARCH 31, DECEMBER 31,
2000 1999
------------ --------------
<S> <C> <C>
ASSETS

CURRENT

Cash and term deposits. . . . . . . . . . . . . . . . $ 936,603 $ 1,335,534

Restricted cash (note 3). . . . . . . . . . . . . . . 227,101 227,101

Accounts receivable . . . . . . . . . . . . . . . . . 505,482 411,596

Due from related party (note 7) . . . . . . . . . . . 13,658 13,658

Prepaid expenses. . . . . . . . . . . . . . . . . . . 77,529 250,815
------------------------------------------------------- ------------ --------------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . 1,760,373 2,238,704

DEPOSITS (note 4) . . . . . . . . . . . . . . . . . . . 492,845 434,717

PROPERTY AND EQUIPMENT (note 5) . . . . . . . . . . . . 1,273,012 1,241,473
------------------------------------------------------- ------------ --------------
$ 3,526,230 $ 3,914,894
------------ --------------

LIABILITIES

CURRENT

Accounts payable and accrued liabilities (note 6) . . $ 190,989 $ 75,347

Customer deposits . . . . . . . . . . . . . . . . . . 679,253 794,711

Due to related parties (note 7) . . . . . . . . . . . 179,324 175,871

Current portion of capital lease obligations (note 8) 68,712 57,649
------------------------------------------------------- ------------ --------------

TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . 1,107,215 1,103,578

DEPOSITS FROM MERCHANTS (note 9). . . . . . . . . . . . 474,465 428,822
REVOLVING LINE OF CREDIT (note 10). . . . . . . . . . . 502,057 -

CAPITAL LEASE OBLIGATIONS (note 8). . . . . . . . . . . 164,982 164,391
------------------------------------------------------- ------------ --------------

2,259,782 1,696,791
------------ --------------

COMMITMENTS (note 11)

STOCKHOLDERS' EQUITY (DEFICIT) (notes 12, and 13)

COMMON STOCK, $0.00001 par value; 500,000,000 shares
authorized, 14,159,009 shares issued and outstanding. . 142 142

ADDITIONAL PAID-IN CAPITAL. . . . . . . . . . . . . . . 3,966,032 3,942,535
ACCUMULATED DEFICIT . . . . . . . . . . . . . . . . . . (2,699,276) (1,724,574)
------------------------------------------------------- ------------ --------------

1,266,448 2,218,103
------------ --------------

$ 3,526,230 $ 3,914,894
------------------------------------------------------- ------------ --------------

</TABLE>

-55-
<PAGE>

Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

REVENUES

Data processing $ 166,362

Transaction processing 285,430
----------------------------------- ------------

Systems support and maintenance 303,664

Marketing 182,301

Other 12,048
----------------------------------- ------------
949,805

DIRECT COSTS
-----------------------------------

Data processing . . . . . . . . . $ 211,021

Transaction processing. . . . . . 421,480

Marketing . . . . . . . . . . . . 480,246

Royalties . . . . . . . . . . . . 11,490 1,124,237
----------------------------------- ----------- ------------

GROSS MARGIN (174,432)
----------------------------------- ------------

DEVELOPMENT EXPENSES

Equipment . . . . . . . . . . . . 484

Salaries. . . . . . . . . . . . . 186,737

Other . . . . . . . . . . . . . . 56,103 243,324

OPERATING EXPENSES
-----------------------------------

Wages and employee benefits . . . 144,299

Professional fees . . . . . . . . 139,512

Consulting and management fees (note 7) 45,049

Equipment rental and maintenance. 33,513

Stock options benefits (note 12). 23,497

Rent. . . . . . . . . . . . . . . 22,028

Office and miscellaneous. . . . . 18,665

Telecommunications. . . . . . . . 7,762

Professional development. . . . . 5,938

Travel. . . . . . . . . . . . . . 4,211

Bank charges and interest . . . . 2,776

Automobile. . . . . . . . . . . . 2,277

Advertising and promotion . . . . 500

Amortization and depreciation . . 107,369 557,396
----------------------------------- ----------- ------------

NET LOSS $ (975,152)
----------------------------------- ------------

NET LOSS PER SHARE - BASIC AND DILUTED $ (0.07)
----------------------------------- ------------

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 13,309,009
----------------------------------- ------------

-56-
<PAGE>
Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
------------
NUMBER AMOUNT CAPITAL DEFICIT EQUITY
---------- ------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>

Balance, December 31, 1999. . . . 14,159,009 $ 142 $3,942,535 $(1,724,574) $2,218,103

Stock options benefits (note 12) 0 0 23,497 0 23,497

Net loss for the period . . . . . 0 0 0 (975,152) (975,152)
--------------------------------- ---------- ------- ---------- ------------ -----------

Balance, March 31, 2000 . . . . . 14,159,009 $ 142 $3,966,032 $(2,699,726) $1,266,448
--------------------------------- ---------- ------- ---------- ------------ -----------
</TABLE>

-57-
<PAGE>

Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

OPERATING ACTIVITIES

Net loss $ (975,152)

Adjustments to reconcile net loss to net cash

Used by operating activities

Amortization and depreciation 107,369

Stock options benefits 23,497

Changes in operating assets and liabilities

Accounts receivable (93,886)

Prepaid expenses 173,286

Deposits (58,128)

Accounts payable and accrued liabilities 115,642

Customer deposits (115,458)

Deposits from merchants 45,643
-------------------------------------------------------------------------

NET CASH USED BY OPERATING ACTIVITIES (777,187)
-------------------------------------------------------------------------

INVESTING ACTIVITIES

Acquisition of property and equipment $(114,861)

NET CASH USED BY INVESTING ACTIVITIES (114,861)
-------------------------------------------------------------------------

FINANCING ACTIVITIES

Revolving line of credit. . . . . . . . . . . 502,057

Net advances from and expenses paid

by related parties. . . . . . . . . . . . . 3,453

Capital lease obligations . . . . . . . . . . (12,393)
-------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES 493,117
-------------------------------------------------------------------------

DECREASE IN CASH (398,931)
CASH AND TERM DEPOSITS, BEGINNING OF PERIOD 1,335,534
-------------------------------------------------------------------------

CASH AND TERM DEPOSITS, END OF PERIOD $ 936,603
-------------------------------------------------------------------------

SUPPLEMENTAL INFORMATION

Income taxes paid $ 0

Interest paid $ (10,773)

Non-cash investing activities
Equipment leasing $ 24,047
-------------------------------------------------------------------------

-58-
<PAGE>

Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS

On May 1, 1999, the Company acquired all the issued and outstanding common stock
of Cyberoad.com (Isle of Man) Ltd. ("IOM Ltd.") in exchange for 8,659, 650
common shares of the Company. At the time of the acquisition the Company had no
assets or liabilities. IOM Ltd. is accounted for as the acquiring party and the
surviving accounting entity because the former stockholders of IOM Ltd. received
an amount of voting shares which constitutes an effective controlling interest
in the combined corporation. The shares issued by the Company pursuant to the
acquisition have been accounted for as if these shares had been issued upon the
organization of IOM Ltd. The outstanding capital stock of the Company
immediately prior to the acquisition has been accounted for as shares issued by
the Company to effect the reverse acquisition. The Company commenced operations
on May 1, 1999 when the subsidiaries acquired operating assets from a related
Company.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of consolidation and acquisitions

These consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, IOM Ltd., Ecomm Relationship Technologies (IOM)
Limited, Isle of Man Corporations, Corporacion Ebanx.com, S.A., a Panamanian
Corporation, eBanx Ltd., a Nevada Corporation and Sistemas de Informacion
Technologia ("SIT"), Informacion y Technologia Canadiense ("ITC"), Costa Rica
Corporations. All significant intercompany balances and transactions have been
eliminated.

(b) Financial instruments

-59-
<PAGE>
Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Property and equipment

Computer software - 50% Declining balance
Computer equipment - 30% Declining balance
Furniture, fixtures and equipment - 20% Declining balance
Leasehold improvements - 12.5% Straight-line

(e) Revenue recognition

(f) Net loss per share

(e) Use of estimates

(f) Regulation risk

-60-
<PAGE>
Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

3. RESTRICTED CASH

4. DEPOSITS

Deposits are comprised of funds that have been withheld by banks and credit card
processors.

5. PROPERTY AND EQUIPMENT

ACCUMULATED
AMORTIZATION
AND
COST DEPRECIATION NET
---------- ------------- ----------

Computer software . $ 500,251 $ 87,888 $ 412,363

Computer equipment. 661,826 84,891 576,935

Furniture, fixtures
and equipment . . 211,056 21,574 189,482

Satellite equipment 43,229 - 43,229

Leasehold
Improvements. . . 55,014 4,011 51,003
------------------- ---------- ------------- ----------

$1,471,376 $ 198,364 $1,273,012
---------- ------------- ----------

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Trade payables $183,242

Accrued liabilities 7,747

Payroll and social security taxes -
--------
$190,989
--------

-61-
<PAGE>

Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

7. RELATED PARTY TRANSACTIONS

(a) During the three months ended March 31, 2000, the Company paid related
parties $30,000 in consulting fees.

The above transactions were completed in the normal course of operations on
normal market terms and were recorded at fair market value as estimated by
management.

(b) Amounts due from related party represent advances to a former director
of a related company.

(c) Amounts due to related parties are to companies related by common
management and to directors of the Company and certain subsidiaries.

8. CAPITAL LEASE OBLIGATIONS

2000. . . . . . . . . . . . . . . . . . . . $104,507

2001. . . . . . . . . . . . . . . . . . . . 103,407

2002. . . . . . . . . . . . . . . . . . . . 70,309

2003. . . . . . . . . . . . . . . . . . . . 19,958

2004. . . . . . . . . . . . . . . . . . . . 12,245
------------------------------------------- --------

Total minimum lease payments. . . . . . . . 310,426

Less: Amount representing interest . . 76,732
------------------------------------------- --------

Present value of net minimum lease payments 233,694

Less: Current portion. . .. . . . . . . 68,712
------------------------------------------- --------

$164,982
--------

9. DEPOSITS FROM MERCHANTS

Deposits from merchants are permanent deposits and rolling reserves withheld by
the Company to cover potential chargebacks and losses.

-62-
<PAGE>
Prepared by Management (Unaudited)

CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

10. REVOLVING LINE OF CREDIT

On February 28, 2000, the Company exercised a revolving line of credit agreement
in the amount of $500,000 with El Moro Finance Ltd, a company existing under the
laws of the British Virgin Islands. Interest payments will be either a
compounded annual rate of 10% or compound annual interest payments of prime
(Switzerland) plus 2% per annum paid on the first date of every month.

As at March 31, 2000, interest of $2,057 calculated at prime plus 2% has been
accrued for.

11. COMMITMENTS

The Company is committed to the following rental payments for office premises
and equipment operating leases for the following five years:

2000 $190,000

2001 210,000

2002 142,000

2003 27,000

2004 4,000
------------------------
$573,000

12. STOCK OPTIONS

The Company has granted stock options to its directors and employees. As at
March 31, 2000, the options are outstanding as follows:

EXERCISE NUMBER
EXPIRY DATE PRICE OF OPTIONS

April 1, 2009 . . $ 1.00 1,505,125
July 26, 2009 . . $ 3.50 50,000
July 26, 2009 . . $ 5.00 75,000
October 1, 2009 . $ 5.50 20,000
November 15, 2009 $ 4.50 10,000
December 1, 2009. $ 3.50 50,000
December 16, 2009 $ 3.50 25,000
December 23, 2009 $ 3.50 10,000
January 1, 2009 . $ 3.50 10,000
January 26, 2009. $ 3.50 5,000
February 9, 2009. $ 3.50 50,000
February 15, 2009 $ 3.50 1,000
February 21, 2009 $ 3.50 3,000
March 1, 2009 . . $ 3.50 38,000
March 31, 2009. . $ 3.50 8,000

1,860,125
----------

-63-
<PAGE>

Prepared by Management (Unaudited)
CYBEROAD.COM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
(U.S. DOLLARS)

12. STOCK OPTIONS (Continued)

The Company has elected to follow APB 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its stock options. The
exercise prices of certain stock options were below the market price of the
underlying stock on the date of grant, therefore, compensation expense of
$23,497 (year ended December 31, 1999 - $41,055) was recorded under the
intrinsic value method for the three months ended March 31, 2000.

The weighted average remaining contractual life of options outstanding at March
31, 2000 is approximately 9 years.

As at March 31, 2000, 775,109 options have been vested.

13. ESCROW SHARES

64
<PAGE>

TABLE OF CONTENTS

Prospectus Summary.................................. 2
Risk Factors........................................ 4
Use of Proceeds..................................... 10
Dividend Policy..................................... 10
Determination of the Offering Price................. 10
Price Range of Common Stock......................... 11
Capitalization...................................... 11
Selected Consolidated Financial Data................ 12
Management's Discussion and Analysis
Of Financial Condition and Results of
Operations.......................................... 13
Business............................................ 17
Management.......................................... 26
Certain Relationships and Related
Transactions........................................ 30
Principal and Selling Stockholders.................. 31
Plan of Distribution................................ 36
Description of Capital Stock........................ 37
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities......................................... 37
Legal Matters....................................... 38
Experts............................................. 38
Where You Can Find More Information................. 38
Index to Consolidated Financial Statements.......... 39

Until ___________, 2000, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

<PAGE>

Part II.. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.. Indemnification of Directors and Officers

cyberoad.com's Articles of Incorporation, as amended, provide that in our
Bylaws, we shall have the power to indemnify our directors and executive
officers and any of our other officers, employees and agents against any
contingency or peril, as may be determined to be in the best interests of
cyberoad.com. Our Articles of Incorporation, as amended, also empower us to
purchase insurance on behalf of any person whom we are required or permitted to
indemnify. To date, cyberoad.com has not entered into indemnification agreements
with any of its directors, executive officers, or any other officer, employee or
agent. In addition, to date, cyberoad.com has not purchased insurance policies
under these indemnification provisions.

Florida General Corporation Act section 607.014 states that:

A corporation shall have power to indemnify any person who was or is a party to
any proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
any such proceeding, including any appeal thereof, if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

A corporation shall have power to indemnify any person, who was or is a party to
any proceeding by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

To the extent that a director, officer, employee, or agent of a corporation has
been successful on the merits or otherwise in defense of any proceeding referred
to above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.

Any indemnification, unless pursuant to a determination by a court, shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth above. Such determination shall be made by any of: majority
vote of a quorum of the board of directors (consisting of directors who were not
parties to such proceeding); by majority vote of a committee duly designated by
the board of directors consisting solely of two or more directors not at the
time parties to the proceeding; independent legal counsel; or the shareholders
by a majority vote of a quorum consisting of shareholders who were not parties
to such proceeding.

Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible.
<PAGE>

Expenses incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if he is ultimately found not to be entitled to
indemnification by the corporation.

The indemnification and advancement of expenses are not exclusive, and a
corporation may make any other further indemnification or advancement of
expenses of any of its directors, officers, employees, or agents, under any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.
However, indemnification shall not be made to or on behalf of any director,
officer, employee, or agent if a judgment establishes that his actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute any of: a violation of the criminal law; a transaction from which the
director, officer, employee, or agent derived an improper personal benefit; a
circumstance where the liability provisions of section 607.144 apply; or willful
misconduct or a conscious disregard for the best interests of the corporation.

Indemnification and advancement of expenses shall continue as to a person who
has ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person, unless
otherwise provided when authorized or ratified.

Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in a
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction.

A corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

If any expenses or other amounts are paid by way of indemnification otherwise
than by court order or action by the shareholders or by an insurance carrier
pursuant to insurance maintained by the corporation, the corporation shall, not
later than the time of delivery to shareholders of written notice of the next
annual meeting of shareholders, unless such meeting is held within three months
from the date of such payment, and, in any event, within 15 months from the date
of such payment, deliver either personally or by mail to each shareholder of
record at the time entitled to vote for the election of directors a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.

Item 25.. Other Expenses of Issuance and Distribution

The estimated expenses in connection with the offering are as follows:

......... Amount
------

Registration Fee Under Securities Act of 1933............... $ 11,474

NASD Filing Fee............................................. $ *

Blue Sky Fees and Expenses.................................. $ 10,000

Printing and Engraving Certificates......................... $ *

Legal Fees and Expenses..................................... $ 30,000

Accounting Fees and Expenses................................ $ 18,000

Registrar and Transfer Agent Fees........................... $ *

Miscellaneous Expenses...................................... $ *

.........Total.............................................. $ 69,474

----------
* Not applicable or none.

<PAGE>

Item 26.. Recent Sales of Unregistered Securities

The Registrant has sold and issued the following securities since June
23, 1988 (inception):

Since April 1, 1999, we have granted options to purchase 1,743,625
shares of common stock to a total of 40 employees, consultants and non-employee
directors at weighted average exercise price of $1.545 per share pursuant to the
1999 Stock Option Plan. The sale of these securities was deemed to be exempt
from registration under the Securities Act in reliance on Rule 701 promulgated
under Section 3(b) of the Securities Act as transactions pursuant to
compensatory benefit plans and contracts relating to compensation as provided
under such Rule 701.

On February 28, 1989, we issued an aggregate of 5,000,000 shares of
common stock to the sole stockholder and director of Registrant. The issuance of
these securities was exempt from the registration requirements of the Securities
Act of 1933, as amended, under Section 4(2) thereof.

On November 11, 1999 we issued 8,659,650 shares of Common Stock to
Cyberoad Ireland Ltd., a non "U.S. Person" as defined under Regulation S of the
Securities Act, in exchange for 100% of the issued and outstanding shares of
capital stock of Cyberoad.com (Isle of Man) Limited in compliance with
Regulation S.

On July 3, 1999, we issued 1,400,000 shares of Common Stock to eight
non "U.S. Persons" as defined in Regulation S promulgated under the Securities
Act of 1933, as amended, for a purchase price of $2,002,000. In connection with
this transaction, we issued to Thomson Kernaghan an option to purchase up to
200,000 shares of common stock at a per share exercise price equal to $1.00. The
issuance of these securities was made in compliance with Regulation S.

On November 11, 1999, we issued 648,859 shares of Common Stock to five
non "U.S. Persons" as defined in Regulation S promulgated under the Securities
Act of 1933, as amended, for a purchase price of $2,271,007. In connection with
this transaction, we issued to Thomson Kernaghan an option to purchase up to
64,886 shares of common stock at a per share exercise price equal to $3.50. The
issuance of these securities was made in compliance with Regulation S.

On November 11, 1999, we issued an aggregate of 1,500,000 shares of
common Stock to three non "U.S. Persons" as defined in Regulation S promulgated
under the Securities Act of 1933, as amended, in exchange for 100% of the
outstanding capital stock of Ecomm Relationship Technologies (IOM) Limited,
formerly known as eBanx.com (Isle of Man) Limited. The issuance of these
securities was made in compliance with Regulation S of the Securities Act.

The recipients of securities in transactions exempt under Section 4(2)
of the Securities Act represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the instruments
representing such securities issued in such transactions. All recipients either
received adequate information about the Company or had adequate access, through
their relationships with the Company, to such information.

The securities issued in compliance with Regulation S were offered and
sold in an offshore transaction and there were no directed selling efforts made
within the United States by the Company, any distributor, any of their
affiliates or any other persons acting on their behalf, as those terms are
defined under Regulation S. The Registrant implemented offering restrictions in
connection with the issuance of the securities and to the knowledge of the
Registrant, the offer and sale of the securities was not made to a U.S. Person,
as defined under Regulation S.
<PAGE>

Item 27.. Exhibits

Exhibit
Number Exhibit Description
--------- -------------------
3.1 Articles of Incorporation(1)

3.2 By-laws(1)

5.1 Opinion of Counsel (2)

10.1 Amended and Restated Nonexclusive License Agreement effective as of
March 5, 1998 by and between International Gaming LTD. and Cyberoad
(Isle of Man) Ltd.(2)

10.2 Amended and Restated Operating and Revenue Sharing Management Services
Agreement effective as of March 13, 1998 by and between International
Gaming LTD. and Cyberoad (Isle of Man) Ltd.(2)

10.3 Assignment Agreement dated April 19, 1999 between Cyberoad Gaming
Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.4 Amendment to the Assignment Agreement dated October 18, 1999 between
Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.5 Amended and Restated Operating, License, Revenue Sharing and Management
Services Agreement effective as of May 5, 1998 by and between Asanol
Management Corporation and Cyberoad (Isle of Man) Ltd.(2)

10.6 Assignment Agreement dated April 19, 1999 between Cyberoad Gaming
Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.7 Amendment to the Assignment Agreement dated October 18, 1999 between
Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.8 Termination to Amended Assignment Agreement dated September 1, 1999
between Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man)
Ltd.(1)

10.9 Amendment to Schedule "A" of the Grand Prix Operating, License,
Revenue Sharing and Management Services Agreement dated as of
September 1, 1999, between Cyberoad.com Isle of Man Limited and Asanol
Management Corporation(2)

10.10 Amendment to the Grand Prix Operating, License, Revenue Sharing
and Management Services Agreement dated as of September 1, 1999,
between Cyberoad.com Isle of Man Limited and Asanol Management
Corporation(2)

10.11 Software License Agreement effective as of October 15, 1998 by and
between Nordic Investment Group and Cyberoad Gaming Corporation(2)

10.12 Assignment Agreement dated as of July 15, 1999 by and between Cyberoad
Gaming Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.13 Amendment to the Assignment Agreement dated October 18, 1999 by and
between Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man)
Ltd.(1)

10.14 Assignment Agreement and License dated April 19, 1999 between Cyberoad
Gaming Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.15 Amendment to Assignment Agreement and License dated June 11, 1999
between Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man)
Ltd.(1)

10.16 Revised Amendment to the Assignment Agreement and License dated
October 18, 1999 between Cyberoad Gaming Corporation and Cyberoad.com
(Isle of Man)Ltd.(1)

10.17 Non-Exclusive License Agreement dated April 19, 1999 by and between
Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.18 Amendment to the Non-Exclusive License Agreement dated October 18, 1999
between Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man)
Ltd.(1)

10.19 Amended and Restated Operating and Revenue Sharing Management Services
Agreement effective as of April 19, 1999 by and between Asanol
Management Corporation and Cyberoad.com (Isle of Man) Ltd.(2)

10.20 Intentionally omitted.

10.21 Transfer Agreement dated September 1, 1999 between Asanol Management
Corporation and Cyberoad Gaming Corporation(2)

10.22 Website Marketing Agreement dated April 19, 1999 between Cyberoad
Gaming Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.23 Amendment to the Website Marketing Agreement dated October 18, 1999
between Cyberoad Gaming Corporation and Cyberoad.com (Isle of Man)
Ltd.(1)

10.24 Software Support Agreement dated April 19, 1999 between Cyberoad.com
(Isle of Man) Ltd. and Calvex International(1)

10.25 Amendment to the Software Support Agreement dated October 18, 1999
Cyberoad.com (Isle of Man) Ltd. and Calvex International(1)

10.26 Sale of Rights Agreement dated May 1, 1999 between Cyberoad Gaming
Corporation and Cyberoad.com (Isle of Man) Ltd.(1)

10.27 Sale of Rights Agreement dated July 8, 1999 between Cyberoad Gaming
Corporation and eBanx.com (Isle of Man) Limited(1)

10.28 Transfer Agreement dated May 20, 1999 between eBanx.com (Isle of Man)
Limited and Cyberoad Gaming Corporation(1)

10.29 Services Agreement dated April 19, 1999 between Cyberoad.com (Isle of
Man) Ltd. and eBanx.com (Isle of Man) Limted(1)

10.30 Amendment to the Services Agreement dated October 18, 1999 between
Cyberoad.com (Isle of Man) Ltd. and eBanx.com (Isle of Man) Limited(1)

10.31 Services Agreement dated as of December 31, 1999 between the
cyberoad.com Corporation and Kazootek Technologies Inc.(2)

10.32 Employment Agreement, dated as of December 6, 1999 between Paul Mari
and Kazootek.com Technologies Inc.(1)

10.33 Employment Agreement, dated as of October 12, 1999 between Eric Chan
and Kazootek.com Technologies Inc.(1)

10.34 Employment Agreement, dated as of September 23, 1999 between Krista
Wilson and Kazootek.com Technologies Inc.(1)

10.35 Consulting Agreement, dated as of November 15, 1999 between
Cyberoad.com (Isle of Man) Ltd. and Calvin Ayre(1)

10.36 Engagement Letter dated October 25, 1999 between cyberoad.com
Corporation and Intrastate Registered Agent Corporation(1)

10.37 Revolving Line of Credit Agreement dated as of December 10, 1999
between El Moro Finance Ltd, Cyberoad.com (Isle of Man) Ltd., Ecomm
Relationship Technologies Ltd, cyberoad.com Corporation, and
Kazootek.com Technologies Inc.(1)

10.38 cyberoad.com Corporation Stock Award Plan(1)

10.39 Form of Non-Statutory Stock Option Agreement(1)

10.40 Shares for Debt Settlement Agreement dated as of May 1, 1999 between
Cyberoad Gaming Corporation, eBanx.com (Isle of Man) Limited and Asanol
Management Corporation(1)

10.41 Assignment dated as of February 11, 2000, between Cyberoad.com
(Ireland) and CIOM, whereby Cyberoad.com (Ireland) assigns to
Cyberoad.com (Isle of Man) Ltd. all rights and interests in the
Community Trademark Applications for CYBEROAD and CYBEROAD.COM(1)

10.42 Letter of Employment dated February 7, 2000, between Kazootek.com and
Stig Lyren(1)

10.43 Agency Agreement dated November 11, 1999 between cyberoad.com
Corporation and Thomson Kernaghan & Co. Limited(1)

10.44 Option to purchase common shares of cyberoad.com Corporation dated
November 11, 1999 issued to Thomson Kernaghan & Co. Limited(1)

10.45 Agency Agreement dated June 18, 1999 between cyberoad.com Corporation
and Thomson Kernaghan & Co. Limited(2)

10.46 Option to purchase common shares of cyberoad.com Corporation dated
June 30, 1999 issued to Thomson Kernaghan & Co. Limited(1)

10.47 Share Purchase Agreement effective as of November 11, 1999 between
Cyberoad.com (Isle of Man) Ltd., cyberoad.com Corporation, Aundyr
Enmyn Limited, IFG International (Nominees) Limited, Aundyr Trust
Company Ltd. and eBanx.com (Isle of Man) Ltd.(2)

10.48 Agreement for the Exchange of Common Stock dated April 15, 1999 by and
among LAL Ventures Corp., Eric P. Littman, and Cyberoad.com Limited, a
corporation organized under the laws of Ireland(1)

10.49 Amendment to Agreement for the Exchange of Common Stock executed as of
October 28, 1999 between cyberoad.com Corporation (formerly known as
LAL Ventures Corp.) and Cyberoad.com Limited, a corporation organized
under the laws of Ireland(1)

10.50 Revolving Line of Credit Agreement dated as of February 24, 2000
between El Moro Finance Ltd, Ecomm Relationship Technologies Ltd and
cyberoad.com Corporation.(2)

10.51 Transfer of Assets Agreement effective as of October 31, 1999 between
Corporacion Ebanx.com, S.A. and Ecomm Relationship Technologies Ltd.(2)

10.52 Asset Pledge and Release Agreement dated as of June 1, 2000 between El
Moro Finance Ltd., Cyberoad.com (Isle of Man) Ltd., Kazootek.com
Technologies Inc., and cyberoad.com Corporation.

10.53 Transfer of Ownership Agreement effective as of June 27, 2000 between
El Moro Finance Ltd. and cyberoad.com Corporation.

10.54 Transaction Processing Agreement effective as of June 27, 2000 between
Corporacion Ebanx.com, S.A. and El Moro Finance Ltd.

10.55 Services Agreement effective as of July 7, 2000 between El Moro Finance
Ltd. and cyberoad.com Corporation.

21.1 Subsidiaries of the Registrant

23.1 Consent of Accountants

23.2 Consent of Attorneys (included in Exhibit 5.1)

24.1 Power of Attorney (included on signature page)

27.1 Financial Data Schedule (2)

---------------------------
(1) Incorporated by reference to exhibits to Registrant's Registration
Statement on Form SB-2 filed on February 24, 2000 (File No. 333-31068).

(2) Incorporated by reference to exhibits to Registrant's Pre Effective
Amendment No. 1 to Registration Statement on Form SB-2 filed on
May 18, 2000 (File No. 333-31068).

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to: (i) include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in
the prospectus any facts or events which, individually or together, represent a
fundamental change in the information in the registration statement.

(iii) Include any additional or changed material information on the plan of
distribution;

(2) That, for the purposes of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of the appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this pre effective
amendment no. 2 to the registration statement to be signed on its behalf by the
undersigned, in San Jose, Costa Rica, on July 19, 2000.

cyberoad.com Corporation

By:/s/ John Coffey
-----------------------------
John Coffey
President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John
Coffey and Krista Wilson, and each of them as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Pre Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Stig Lyren Chief Financial Officer July 19, 2000
-----------------------------
Stig Lyren

/s/ John Coffey President and Director July 19, 2000
-----------------------------
John Coffey

/s/ Krista Wilson Director July 19, 2000
-----------------------------
Brent Corobotiuc

Director July , 2000
-----------------------------
Orlando Guerrero

<PAGE>

Exhibit Index