PALMWORKS INC, S-1, 2000-05-04

PALMWORKS INC
S-1, 2000-05-04

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As filed with the Securities and Exchange Commission on May 4, 2000

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------
PALMWORKS, INC.
(Exact name of registrant in its charter)

Nevada 7375 76-0630801
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

2525 South Shore Boulevard, Suite 309
League City, Texas 77573
(281) 334-5940

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

---------------
JAMES T. VOSS
CHAIRMAN OF THE BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
2525 South Shore Boulevard, Suite 309
League City, Texas 77573
(281) 334-5940

(Name, address, including zip code, and telephone number,
including zip code, of agent for service)
---------------
Copies to:
ROBERT S. KANT, ESQ.
SCOTT K. WEISS, ESQ.
GREENBERG TRAURIG, LLP
One East Camelback
Phoenix, Arizona 85012-1656
(602) 263-2300

---------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: [X]

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. [ ]

<PAGE>

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

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================================================================================================================
Proposed

Title of Each Maximum Proposed
Class Of Offering Maximum
Securities Amount To Be Price Aggregate Offering Amount Of
To Be Registered Registered Per Unit Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001........... 762,393 Shares $4.625(1) $3,525,638 $930.77
==================================================================================================================================
</TABLE>
(1) Calculated based upon the average of the bid and asked price of our
common stock as of April 28, 2000.

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

SUBJECT TO COMPLETION MAY 4, 2000

PROSPECTUS

762,393 Shares of Common Stock

PALMWORKS, INC.

Certain stockholders of PalmWorks, Inc. are offering for sale up to
762,393 shares of common stock under this prospectus relating to the following:

o 760,500 shares of common stock that were issued to officers,
directors, consultants, and other shareholders; and

o 1,893 shares of common stock that may be sold upon exercise of
warrants that were issued during September 1998 in connection
with convertible debt financing.

The selling stockholders will determine when they will sell their
shares, and in all cases they will sell their shares at the current market price
or at negotiated prices at the time of the sale. We will pay the expenses
incurred to register the shares for resale, but the selling stockholders will
pay any underwriting discounts, concessions, or brokerage commissions associated
with the sale of their shares of common stock. The selling stockholders and any
brokers and dealers that they utilize may be deemed to be "underwriters" within
the meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

We will not receive any of the proceeds of sales by the selling
stockholders. Securities laws and Securities and Exchange Commission regulations
may require the selling stockholders to deliver this prospectus to purchasers
when they resell their shares of common stock.

Our common stock is traded on the NASD over-the-counter bulletin board,
or OTCBB, under the symbol "PMWKE." On May3, 2000, the last sale price of the
common stock as reported on the OTCBB was $4.00 per share. Because we are not
and will not be a reporting company under the federal securities laws on May 4,
2000, we believe our common stock will no longer be eligible for quotation on
the OTCBB after that date.

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

See "Risk Factors" beginning on page 5 for a discussion of certain risk
factors that should be considered by prospective purchasers of the common stock
offered hereby.

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

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.

The date of this prospectus is _____________, 2000.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by more detailed
information appearing elsewhere in this prospectus. Except as otherwise
indicated, all information in this prospectus reflects a 1-for-100 reverse split
of our common stock on October 15, 1999. This prospectus contains certain
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from the results anticipated in these
forward-looking statements as a result of the factors set forth herein and
elsewhere in this prospectus, including those set forth under "Risk Factors."
You should read the entire prospectus carefully before making an investment
decision.

Our Company

Introduction

We are a development stage company that plans to provide wireless
Internet access to users of a wide variety of hand-held personal digital
assistants, or PDAs. Our services will provide subscribers

o real-time information services, such as news, weather, sports,
and stock quotes formatted for use by PDAs; and

o access to online applications that will allow PDA users to
perform time-critical activities, such as executing stock
trades, ordering medical prescription refills, checking and
updating work schedules and time reports, and manage real-time
sales or client account information.

Our Market Opportunity

According to International Data Corporation, annual worldwide sales of
personal companions will increase from approximately one million units in 1997
to an estimated 16 million units in 2003. The Internet has become an important
way for consumers and professionals to access personal and business information,
download new applications, and access new services. We believe that the use of
wireless devices in conjunction with the Internet reflects a growing global
business and consumer demand for convenient mobile access to data.

Our Strategy

Our goal is to be a leading provider of wireless information services
and online applications for hand-held PDAs. Key elements of our strategy to
achieve this goal are the following:

o develop strategic relationships with leading information
service providers;

o locate and develop applications that enhance the utility of
PDAs for both business and personal users;

o expand our subscriber base and build our company brand
awareness;

o provide superior customer service and technical support; and

o utilize advanced technologies in our delivery of information
services and online applications.

Our Offices

Our principal offices are located at 2525 South Shore Boulevard, Suite
309, League City, Texas, 77573, telephone (281) 334-5940, facsimile (281)
334-0889.

All references to our company refer to PalmWorks, Inc., a Nevada
corporation, and its predecessors, operating divisions, and subsidiaries.

3
<PAGE>

The Offering

Securities offered by the selling
stockholders.......................... 762,393 shares of common stock

Common stock currently
outstanding........................... 14,900,031 shares

Use of Proceeds....................... We will not receive any of the
proceeds of sales by the selling
stockholders.

Risk Factors.......................... Investors should carefully consider
the factors discussed under "Risk
Factors."

OTCBB symbol.......................... PMWKE

Summary Consolidated Financial Data
<TABLE>
<CAPTION>

Year Ended
---------------------------------------------------------
February 28, February 28, February 29,
1998 1999 2000
------------------ --------------- ---------------
<S> <C> <C> <C>
Consolidated Statement of Operations Data:
Revenue............................................... $ -- $ -- $ --
Operating expenses.................................... 19,798 899,984 1,015,200
Other income (expense), net........................... -- 155,453 (437,383)
Net loss.............................................. (19,798) (744,531) (1,452,583)
Net loss per common share - basic and diluted......... (0.13) (2.37) (0.31)
Weighted average number of common shares outstanding.. 156,115 314,737 4,661,865
</TABLE>

Consolidated Balance Sheet Data: As of
February 29, 2000
-----------------
Working capital....................................... $ 628,467
Total assets.......................................... 1,120,589
Total debt............................................ 5,680
Stockholders' equity.................................. 921,259

4
<PAGE>

RISK FACTORS

An investment in common stock involves a high degree of risk.
Prospective investors should consider carefully the following risk factors, in
addition to the other information contained in this prospectus, before
purchasing any of our common stock.

Our common stock will no longer be eligible for quotation on the NASD Bulletin
Board in May 2000.

Our common stock is currently quoted on the OTCBB operated by the NASD.
On April 7, 2000, the OTCBB changed our symbol from "PMWK" to "PMWKE" after an
initial evaluation by the OTCBB for compliance with the OTCBB eligibility rule.
The trading symbols of securities whose issuers were not deemed compliant at
that time with the OTCBB Eligibility Rule, including ours, were appended with an
"E."

The OTCBB eligibility rule provides that no issuer's securities may be
quoted on the OTCBB unless it is a reporting company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934. We will not meet this requirement
by our required compliance date of May 4, 2000 and our common stock will no
longer be eligible for quotation on the OTCBB after that date unless we are able
to secure a waiver. If our common stock is no longer quoted on the OTCBB, we
believe that market information regarding our common stock will be published in
the "pink sheets," which does not provide real-time quotes. As a result, we
believe investors will have significantly less liquidity, limited availability
of quotations, and more difficulty purchasing and selling our common stock, all
of which could have a material adverse effect on the market price of our common
stock. No assurance can be given when, if ever, we will meet the OTCBB
qualifications to permit our common stock to be quoted on the OTCBB.

We have incurred substantial losses and our independent public accountants have
issued a qualified opinion on our financial statements.

We have not generated revenue, have incurred substantial losses since
our inception, and currently are experiencing a substantial cash flow deficiency
from operations. We expect to incur substantial additional losses for the
foreseeable future. We incurred net losses of approximately $745,000 during
fiscal 1999 and approximately $1,453,000 during fiscal 2000. As of February 29,
2000, we had working capital of approximately $628,500, and an accumulated
deficit of approximately $3,014,000. Our ability to generate significant revenue
is uncertain, and we may never achieve profitability. The report by our
independent public accountants on our financial statements for the year ended
February 29, 2000, states that we have not commenced our planned operations,
have suffered recurring losses, and have no revenue from operations, all of
which raise substantial doubt about our ability to continue as a going concern.
Our consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

We have a limited operating history upon which you can evaluate our potential
for future success.

We have not yet introduced our services. We have not generated revenue
and have a very limited operating history on which you can evaluate our
potential for future success. You should evaluate our company in light of the
expenses, delays, uncertainties, and complications typically encountered by
early-stage businesses, many of which will be beyond our control. These risks
include the following:

o lack of sufficient capital,

o unanticipated problems, delays, and expenses relating to
product development and implementation,

o lack of intellectual property,

o licensing and marketing difficulties,

o competition,

o technological changes, and

o uncertain market acceptance of our products and services.

5
<PAGE>

As a result of our limited operating history, our plan for rapid
growth, and the increasingly competitive nature of the markets in which we will
operate, our historical financial data is of limited value in evaluating our
future revenue and operating expenses. Our planned expense levels will be based
in part on our expectations concerning future revenue, which is difficult to
forecast accurately based on our stage of development. We may be unable to
adjust spending in a timely manner to compensate for any unexpected shortfall in
revenue. Further, business development and marketing expenses may increase
significantly as we expand operations. To the extent that these expenses precede
or are not rapidly followed by a corresponding increase in revenue, our
business, operating results, and financial condition may be materially and
adversely affected.

Our success depends on increased use of wireless technologies.

Our future success will depend upon a continued increase in the use of
wireless devices to access the Internet and interface with online applications,
and upon the continued development of wireless devices as a medium for the
delivery of network-based information content and services. In particular, our
success will require that future users of wireless PDAs and other devices
increasingly use those devices to obtain Internet-based and other network-based
services, as well as in conjunction with online applications. We cannot predict
whether such use will increase or whether wireless device users will be willing
to pay profit-supporting prices for Internet-based and other network-based
services.

We will require additional capital to support our growth, and we have limited
external sources of financing.

We will not receive any proceeds from this offering. We believe that
our current capital will satisfy our operating capital needs for only four
months based upon our currently anticipated business activities. We anticipate
incurring substantial losses in the future and will likely require significant
additional financing in the future in order to satisfy our cash requirements.
Our need for additional capital to finance our operations and growth will be
greater should, among other things, our revenue or expense estimates prove to be
incorrect, particularly if we do not find additional sources of capital. If we
do not find additional sources of capital, we may be required to reduce the
scope of our business activities until other financing can be obtained. We
cannot predict the timing or amount of our capital requirements at this time. We
may not be able to obtain additional financing in sufficient amounts or on
acceptable terms when needed, which could adversely affect our operating results
and prospects.

Our success depends on our ability to adapt to technological changes. If we fail
to adapt to those changes, our online applications and wireless information
services may become obsolete.

We compete in an industry that is evolving rapidly. The wireless data
industry is characterized by the development of new technology, evolving
industry standards, the introduction of new products and services, and changing
customer demands. The emerging nature of the Internet and the large number of
companies offering Internet-based products and services intensify these
characteristics. Our success will depend on our ability to adapt our online
applications and wireless information services to rapidly changing technologies
and industry standards, to continually improve the performance of our systems,
and to respond to the shifting demands of the marketplace. In addition, we could
incur substantial costs if we need to modify our system to respond to the
widespread adoption of new technologies or changes in existing technologies. We
may fail to adapt to technological changes or the needs of the marketplace.

We face a number of related risks generally encountered by companies in
the developing wireless data industry, including the following:

o the uncertainty of market acceptance of commercial services
using our online applications and wireless information
services;

o our substantial dependence on a system with only limited
market penetration to date;

o our need to initiate and expand our marketing, sales,
distribution, and support organizations;

6
<PAGE>

o our ability to anticipate and respond to market competition;
and

o our need to manage expanding operations.

Any failure by us to anticipate or respond adequately to technological
developments, customer requirements, or new design and production techniques or
any significant delays in product development or introduction could have a
material adverse effect on our operations.

Open industry standards may create a more competitive market for our online
applications and wireless information services.

The wireless market, within which our services compete, is becoming
increasingly competitive. The widespread adoption of open industry standards may
make it easier for new market entrants and existing competitors to introduce
products and services that compete with our system. We expect that we will
compete primarily on the basis of time to market, functionality, quality,
breadth of new application offerings, industry position, and experience. We may
not be able to compete effectively on these or other bases. Many of our
competitors have significantly greater financial, marketing, and other
resources, generate greater revenue, and have greater name recognition and
experience than we do.

Any online applications or wireless information services we provide may contain
defects or errors that could result in lost revenue or increased service costs.

Any online applications and wireless information services we provide
will be complex and must meet the stringent technical requirements of our
customers. We must develop our applications and services to keep pace with the
rapidly changing wireless and wireless data industries. Applications as complex
as ours may contain undetected errors or defects, especially when first
introduced or when upgraded, which could result in lost revenue and goodwill.

New laws and regulations that impact our business could increase our costs or
reduce our opportunities to generate revenue.

In the future, we may become subject to regulation by the Federal
Communications Commission or another regulatory agency, which could increase our
cost of doing business or reduce our opportunities to generate revenue. Any new
legislation or regulation, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have an
adverse effect on our business.

We depend on our senior management team and key employees.

Our success depends to a large degree upon the skills of our senior
management team and current key employees and upon our ability to identify,
hire, and retain additional sales, marketing, technical, and financial
personnel. We may be unable to retain our existing key personnel or attract and
retain additional key personnel. We depend particularly upon James T. Voss,
Chief Executive Officer and President, and Ellen S. Eckler, Executive Vice
President and Chief Financial Officer. We do not maintain key person life
insurance for any of our officers or key employees. Although we have employment
agreements with our two executive officers and our six other employees, those
agreements do not require our executives or our employees to enter
non-competition agreements with us, and those executives or employees could
leave our company to form or join a competitor. The loss of our key executives,
the use of proprietary or trade secret data by former employees who compete with
us, or the failure to attract, integrate, motivate, and retain additional key
employees could have a material adverse effect on our business.

7
<PAGE>

Our products and services may not experience broad market acceptance.

We propose to deliver wireless information services and online
applications over the Internet to wireless PDAs. This market is in the early
stage of development. It is difficult to predict the rate at which this market
will grow, if at all, because this market is relatively new and current and
future competitors are likely to introduce competing services or applications.
Any services and online applications that we provide may not experience broad
market acceptance. Any market acceptance for our services or applications may
not develop in a timely manner or may not be sustainable. New or increased
competition may result in market saturation, more competitive pricing, or lower
margins. Certain critical issues concerning use of our proposed products and
services remain unresolved and may impact the growth of these services. These
issues include, among others, the practicality and functionality of our online
applications and our ability to enable our applications to interface with
wireless PDAs. Our business, operating results, and financial condition would be
materially and adversely affected if the markets for our proposed services or
applications fail to grow, grow more slowly than anticipated, or become more
competitive, or if our proposed services or applications are not accepted by
targeted customers even if a substantial market develops.

Management and other principal stockholders are able to exercise significant
control over our company.

The current executive officers and directors of our company
beneficially own approximately 44.1% of our outstanding common stock, and 34.5%
in the event that our officers and directors sell all shares covered by this
prospectus. As a result, the executive officers and directors of our company
will be able to significantly influence the management and affairs of our
company and all matters requiring stockholder approval, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership could have the effect of delaying or preventing a
change in control of our company, even when such change of control is in the
best interests of stockholders. Control by management might adversely affect the
market price of the common stock and the voting and other rights of our
company's other stockholders.

Security risks of electronic commerce may deter future use of our products and
services.

A fundamental requirement to conducting Internet-based communications
is the secure transmission of confidential information over public networks.
Failure to prevent security breaches of our network, or well-publicized security
breaches affecting the Internet in general, could deter consumers, retailers,
and manufacturers from conducting electronic transactions that transmit
confidential information. Advances in computer capabilities, new discoveries in
the field of cryptography, and other developments may result in a compromise or
breach of the algorithms we plan to use to protect content and transactions in
connection with our services. Anyone that is able to circumvent our security
measures could misappropriate proprietary confidential user information or cause
interruptions in operations. There may be significant cost requirements to
protect against security breaches or to alleviate problems caused by breaches.
Any such occurrences could materially and adversely affect our business.

We may face risks associated with acquisitions.

As part of our growth strategy, we may acquire complementary businesses
and assets. Acquisitions that we may make in the future could result in the
diversion of time and personnel from our business. We also may issue shares of
common stock or other securities in connection with acquisitions, which could
result in the dilution of the voting power of existing stockholders and could
have a dilutive effect on earnings per share. Any acquisitions would be
accompanied by other risks commonly encountered in such transactions, including
the following:

o difficulties integrating the operations and personnel of
acquired companies; o the additional financial resources
required to fund the operations of acquired companies;

o the potential disruption of our business;

o our ability to maximize our financial and strategic position
by incorporating acquired technology or businesses with our
product and service offerings;

o the difficulty of maintaining uniform standards, controls,
procedures, and policies;

o the potential loss of key employees of acquired companies;

o the impairment of employee and customer relationships as a
result of changes in management; and

o significant expenses we may incur to consummate acquisitions.

8
<PAGE>

We must be able to manage our growth.

We anticipate a period of significant growth in connection with our
entry into the market for wireless information services and online applications.
The resulting strain on our managerial, operational, financial, and other
resources could be significant. Success in managing this expansion and growth
will depend, in part, upon the ability of senior management to manage
effectively the growth of our company. Any failure to manage our proposed growth
and expansion could have a material adverse effect on our business.

Rights to acquire shares of common stock will result in dilution to other
holders of common stock.

We have outstanding 14,900,031 shares of common stock. In addition, we
have outstanding

o options held by our directors, officers, and employees to
purchase 1,800,000 shares of common stock with exercise prices
ranging from $1.00 to $2.50 per share, and

o warrants to purchase 1,893 shares of common stock with
exercise prices ranging from $23.00 to $32.00 per share.

Holders of these securities will have the opportunity to profit from an
increase in the market price of our common stock, with resulting dilution in the
interests of the holders of common stock. The existence of these stock options
and warrants could adversely affect the terms on which we can obtain additional
financing, and the holders can be expected to exercise these securities at a
time when, in all likelihood, we would be able to obtain additional capital by
offering shares of common stock on terms more favorable to us than those
provided by the exercise of these securities.

Shares of common stock eligible for sale in the public market may adversely
affect the market price of our common stock.

Sales of substantial amounts of common stock by stockholders in the
public market, or even the potential for such sales, are likely to adversely
affect the market price of our common stock and could impair our ability to
raise capital by selling equity securities. As of the date of this prospectus,
approximately 6,200,000 of the 14,900,031 shares of common stock currently
outstanding were freely transferable without restriction or further registration
under the securities laws, unless held by "affiliates" of the company, as that
term is defined under the securities laws. We also have outstanding
approximately 8,700,000 restricted shares of common stock, as that term is
defined under Rule 144 under the securities laws, that are eligible for sale in
the public market, subject to compliance with the holding period, volume
limitations, and other requirements of Rule 144. We are registering for resale
760,500 of such restricted shares, plus 1,893 shares that may be sold upon
exercise of outstanding warrants, pursuant to the registration statement of
which this prospectus forms a part. Upon effectiveness of the registration
statement, those shares may be freely resold into the public markets. Moreover,
the exercise of outstanding options and warrants will result in additional
outstanding shares of common stock and will create additional potential for
sales of additional shares of common stock in the public market.

The price of our common stock has been volatile.

Our common stock is traded on the OTCBB under the symbol "PMWKE," but
we believe that our common stock will no longer be eligible for quotation on the
OTCBB after May 4, 2000. The trading volume of our common stock historically has
been limited and sporadic, and the stock prices have been volatile. For example,
during the last six months, our common stock has traded at prices ranging from
$0.93 to $19.88. As a result of the limited and sporadic trading activity and
lack of public information regarding our company in the marketplace, the quoted
price for our common stock on the OTCBB is not necessarily a reliable indicator
of its fair market value. The price at which our common stock will trade in the
future may be highly volatile and may fluctuate as a result of a number of
factors, including the following:

9
<PAGE>

o quarterly variations in our operating results;

o large purchases or sales of our common stock;

o actual or anticipated announcements of new products or
services by us, our business partners, or competitors;

o investor perception of our business prospects or the wireless
data industry in general;

o general conditions in the markets in which we compete; and

o worldwide economic and financial conditions.

Our investment in a petroleum exploration permit may be subject to governmental
laws or regulations that may have an adverse effect on our business.

We own a 15% working interest in a petroleum exploration permit
covering approximately 48,000 acres of the Taranaki Basin on the North Island of
New Zealand. This asset was the property of Titan Resources, Inc. of Houston,
Texas, a predecessor of our company, and is now our asset as a result of Titan's
merger with our company in October 1999. Exploration, production, and marketing
operations are regulated extensively. These regulations affect the costs,
manner, and feasibility of the operations of oil and gas properties. As an owner
of a working interest in this property, our interest may be adversely effected
if new regulations affect the operations of the properties. Changes in or
additions to regulations regarding the protection of the environment could
increase compliance costs and may have an adverse affect on our investment.
Owners and operators of the property are also subject to regulations that impose
permitting, reclamation, land use, conservation, and other restrictions on their
ability to drill and produce. These laws and regulations can require well and
facility sites to be closed and reclaimed.

Legal uncertainties surround the development of the Internet.

The laws governing Internet transactions remain largely unsettled. The
adoption or modification of laws or regulations relating to the Internet could
adversely effect our business, operating results, and financial condition by
increasing our costs and administrative expenses. It may take years to determine
whether and how existing laws such as those governing intellectual property,
privacy, libel, consumer protection, and taxation apply to the Internet. Laws
and regulations directly applicable to communications or commerce over the
Internet are becoming more prevalent. We must comply with new regulations in the
United States, as well as any other regulations adopted by other countries in
which we may do business. The growth and development of the market for online
commerce may prompt calls for more stringent consumer protection laws, both in
the United States and abroad, as well as new laws governing the taxation of
Internet commerce. Compliance with any newly adopted laws may prove difficult
for our company and may harm our business, operating results, and financial
condition.

FORWARD-LOOKING STATEMENTS

Some of the statements and information contained in this prospectus
concerning our future, proposed, and anticipated activities, as well as
statements regarding certain trends with respect to our revenue, operating
results, capital resources, and liquidity or with respect to the markets in
which we compete or the wireless communication markets in general.
Forward-looking statements include statements that are not historical facts are
forward-looking statements, as such term is defined in the securities laws.
Forward-looking statements, by their very nature, include risks and
uncertainties, many of which are beyond our control. Accordingly, actual results
may differ, perhaps materially, from those expressed in or implied by the
forward-looking statements. Factors that could cause actual results to differ
materially include those discussed elsewhere in this section entitled "Risk
Factors."

USE OF PROCEEDS

We will not receive any of the proceeds of sales of common stock by the
selling stockholders.

10
<PAGE>

PRICE RANGE OF COMMON STOCK

Our common stock has been quoted on the OTCBB under the symbol "PMWK"
since September 1999 and "PMWKE" since April 7, 2000. See "Risk Factors - Our
common stock will no longer be eligible for quotation on the NASD Bulletin Board
in May 2000." The following table sets forth the high and low bid information of
our common stock for the calendar quarters indicated as reported on the OTCBB.

High Low
---- ---
Year ended December 31, 1999:

Fourth quarter.................................... $5.81 $0.93
Year ended December 31, 2000:
First quarter..................................... $19.88 $4.00
Second quarter (through May 2, 2000)..............

As of May 3, 2000, there were approximately 287 holders of record of
the common stock. On May 2, 2000, the closing sales price of our common stock as
quoted on the OTCBB was $4.00 per share.

Our common stock currently is quoted on the OTCBB. The OTCBB is a
quotation service that displays real-time quotes, last-sale prices, and volume
information for qualifying securities. In January 1999, the NASD announced that
it would limit quotations on the OTCBB to the securities of companies that,
among other requirements, are "reporting" companies under the federal securities
laws. Because we are not and will not be a reporting company as of May 4, 2000,
we do not believe that our common stock will be quoted on the OTCBB on or
shortly following such date. When our common stock is no longer quoted on the
OTCBB, we believe that market information regarding our common stock may be
published in the "pink sheets," which does not provide real-time quotes. As a
result, we believe there will be significantly less liquidity, limited
availability of quotations, and increased difficulty in making purchases and
sales of our common stock, all of which could have a material adverse effect on
the market price of our common stock. No assurance can be given when, if ever,
we will meet the OTCBB qualifications to permit our common stock to be quoted on
the OTCBB after May 4, 2000.

DIVIDEND POLICY

The holders of common stock will be entitled to receive such dividends,
if any, as may be declared by our board of directors from time to time out of
legally available funds. Payments of any cash dividends in the future will
depend on our financial condition, results of operations, and capital
requirements as well as other factors deemed relevant by our board of directors.
For the foreseeable future, we intend to retain any future earnings to finance
our operations and we do not anticipate paying any cash dividends with respect
to our common stock.

11
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data presented below under the
captions "Consolidated Statements of Operations Data" for the year ended
February 29, 2000 and "Consolidated Balance Sheet Data" as of February 29, 2000
are derived from the consolidated financial statements of PalmWorks, Inc., which
have been audited by L.L. Bradford & Company, independent certified public
accountants. The "Consolidated Statement of Operations Data" presented below for
the years ended February 28, 1997, February 28, 1998, and February 28, 1999 and
"Consolidated Balance Sheet Data" as of February 28, 1997, February 28, 1998,
and February 28, 1999 are derived from the consolidated financial statements of
PalmWorks, Inc., which have been audited by Bob Stephens & Associates, P.C.,
independent certified public accountants. The "Consolidated Statements of
Operations Data" for the year ended May 31, 1996 and "Consolidated Balance Sheet
Data" as of May 31, 1996 are derived from the audited consolidated financial
statements of Monarch Energy Corp., a predecessor of PalmWorks, Inc.

The consolidated financial statements as of February 28, 1999 and
February 29, 2000 and for the three years ended February 29, 2000, and the
reports thereon are included elsewhere in this registration statement. The
consolidated selected data should be read in conjunction with the consolidated
financial statements for the years ended February 29, 2000, the related notes
and the independent auditors' reports, which contain an explanatory paragraph
that states that our recurring losses from operations and net capital deficiency
raise substantial doubt about our ability to continue as a going concern,
appearing elsewhere in this prospectus. The consolidated financial statements do
not include any adjustments that might result from the outcome of that
uncertainty. The following data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and notes thereto included elsewhere in
this prospectus.

<TABLE>
<CAPTION>
Year Ended
-----------------------------------------------------------------------------------
May 31, February 28, February 28, February 28, February 29,
1996 1997 1998 1999 2000
------------- ------------- ------------- -------------- -------------
Consolidated Statements of
Operations Data:
<S> <C> <C> <C> <C> <C>
Revenue...................... $ 19,154 $ 4,088 -- $ -- $ --
Operating expenses........... 17,746 596,000 19,798 899,984 1,015,200
Other income (loss), net..... (20,915) (360) -- 155,453 (437,383)
Net loss..................... (19,507) (592,272) (19,798) (744,531) (1,452,583)
Net loss per common share -
basic and diluted............ (0.38) (0.04) (0.13) (2.37) (0.31)
Weighted average number of
common shares outstanding.... 52,000 156,115 156,115 314,737 4,661,865

Consolidated Balance Sheet Data
(at end of period):
Working capital (deficit).... $(53,589) $225,411 $(136,543) $(753,156) $ 628,467
Total assets................. 1,056 267,351 266,631 649,642 1,120,589
Total debt................... 54,067 377,703 361,780 552,300 5,680
Stockholders' equity (deficit) (53,011) (110,352) (95,149) (105,561) 921,259
</TABLE>

12
<PAGE>

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

You should read the following discussion and analysis with the selected
consolidated financial data and our consolidated financial statements including
the notes, which appear elsewhere in this prospectus. The following discussion
contains forward-looking statements that reflect our plans, estimates, and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below and elsewhere in this prospectus,
particularly in "Risk Factors."

Overview

We are a development stage company that plans to provide wireless
Internet access to users of a wide variety of hand-held personal digital
assistants, or PDAs. Our services will provide subscribers

o real-time information services such as news, weather, sports,
and stock quotes formatted for use by PDAs; and

Our company was organized in June 1971 under the laws of the State of
New York under the name The Bolton Group, Ltd. Our company engaged in various
businesses and underwent several name changes between 1971 and 1994, when we
changed our name to Titan Resources, Inc. Between June 1994 and 1997, as Titan
Resources, we owned and operated an industrial mining and sales operation and
other oil interests through our subsidiary American Monarch Energy Corp.
Beginning in March 1997 and continuing to March 1998 we had no assets or
operations In March 1998, we entered into an asset purchase agreement with
Mobilelink Communications, for the rights and title to all of Mobilelink's
intellectual property, consisting of software and other intangibles, in exchange
for 220,000 shares of our company and 5% of the gross sales of licenses of the
intellectual property (which was to be paid to Affiliated Resources Corporation,
from which Mobilelink originally purchased the intellectual property). Pursuant
to that acquisition, if the gross sales from licenses did not equal at least
$200,000 within 24 months from the date of the purchase, then the acquired
assets would be returned to Mobilelink. We formed a subsidiary, Titan Wireless,
Inc. in March 1998, and immediately placed all of the acquired intellectual
property from Mobilelink into the subsidiary in exchange for 100% of the issued
stock of the subsidiary. We own 100% of the issued and outstanding stock of
Titan Wireless, Inc.

We have been in the development stage since we purchased the assets of
Mobilelink in March 1998. Although we do not plan to use any of the assets
purchased from Mobilelink as a part of our future business activity, we plan to
acquire and develop new software and software applications and to use a
combination of purchased and internally developed software and software
applications) to deliver wireless information services over the Internet on a
subscription basis to wireless PDAs.

During November 1999, through the settlement of a lawsuit of Titan
Resources, we acquired an undivided 15% working interest in a petroleum
exploration permit covering approximately 48,000 acres of the Taranaki Basin on
the North Island of New Zealand. GEL Exploration of Houston, Texas is the
operator of the permit, and GEL recently notified us that it plans to begin
drilling during May 2000. The operator of the permit has targeted Mount
Messenger as the formation of the test well. In the event that the operator
discovers oil on our concession, we will be required to invest additional
capital to allow the operator to complete the well and begin production. We
believe that we would be able to obtain additional financing in the event that
the operator discovers oil on our concession. If the operator does not discover
oil on our concession and we determine that an opportunity for us to realize a
return on our investment does not exist, we do not intend to invest additional
capital in this asset and do not intend to pursue further this type of business
activity.

13
<PAGE>

Results of Operations

The following table provides, for the periods shown, the percentage of
total revenue represented by certain line items included in our consolidated
statements of operations.

<TABLE>
<CAPTION>
Year Ended
---------------------------------------------------------
February 28, February 28, February 29,
1998 1999 2000
------------------ --------------- ----------------
<S> <C> <C> <C>
Revenue.............................................. $ -- $ -- $ --
------------ ----------- -------------
Operating expenses...................................
Professional fees................................. -- 144,583 263,493
Wages and payroll taxes........................... -- -- 251,594
Contract labor.................................... -- 289,169 --
Stock based compensation.......................... -- 44,119 238,000
Depreciation...................................... 546 13,100 25,563
Interest expense.................................. -- 14,500 7,755
Advertising....................................... -- 76,685 4,070
General and administrative........................ 19,252 317,828 224,725
------------ ----------- -------------
Total operating expenses...................... 19,798 899,984 1,015,200
------------ ----------- -------------
Net loss from operations............................. $ (19,798) $ (899,984) $ (1,015,200)
Other income (expense)...............................
Forgiveness of debt............................... -- 306,019 --
Related party bad debts........................... -- (169,172) --
Interest income................................... -- -- 2,617
Gain on sale of fixed assets...................... -- 18,606 --
Loss on investments............................... -- -- (440,000)
------------ ----------- --------------
Total other income (expense)......................... -- 155,453 (437,383)
------------ ----------- --------------
Net loss............................................. $ (19,798) $ (744,531) $ (1,452,583)
============= ============ ==============
</TABLE>

Results of Operations for Fiscal Year Ended February 29, 2000 Compared with
Fiscal Year Ended February 28, 1999 and Fiscal Year Ended February 28, 1998

Our company realized substantial increases in total operating costs
over the last 3 years; resulting in net losses of approximately $1,453,000,
$745,000, and $20,000 for the years ended February 29, 2000, February 28, 1999,
and 1998. For the year ending February 29, 2000, our total operating costs were
approximately $1,015,000 compared to $900,000 for year ended February 28, 1999.
The increase in operating expenses for year ended February 29, 2000 was
primarily due to costs realized in the building of company infrastructure for
wireless Internet access. Such costs include an increase in overall payroll
compensation and related taxes of approximately $252,000 and consulting fees of
approximately $186,000 compared to the prior year. For the year ended February
28, 1999, our total operating costs were approximately $900,000 compared to
$20,000 for the year ended February 28, 1998. The increase in operating expenses
for the year ended February 28, 1999 was primarily due to contract labor of
approximately $289,000, professional fees of $145,000, and general and
administrative fees of $318,000.

14
<PAGE>

We expect a continued increase in operating costs as we prepare to
bring our services online. Although we expect to generate revenue during the
year ended February 28, 2001, we expect to continue to incur losses from
operations. We expect to see increases in our wage and payroll tax expenses over
the next 12 to 18 months, as well as additional expenses for contract labor.
Approximately 75% of the professional fees incurred during fiscal years 1999 and
2000 were related to litigation. We are involved in litigation incurred in the
normal course of business. We do not believe the liabilities, if any, resulting
from these matters will have a material adverse effect on our consolidated
financial statements.

Once we commence our services, we expect increases in marketing and
advertising expenses. We also expect increases in general and administrative
expenses. These increases will be incurred through adding additional management
personnel and increases in existing management personnel salaries.

Other Income

During the fiscal years ended February 29, 2000, February 28, 1999, and
1998, we reported other income (loss) approximating $(438,000), $155,000, and
$-0-, respectively. For the year ending February 29, 2000, other loss of
approximately $438,000 was primarily due to the write-off of $440,000 relating
to intellectual property that we acquired from Mobilelink in March 1998, which
we ultimately determined had no future benefits to our company. For the year
ending February 28, 1999, other income of approximately $155,000 primarily
related to forgiveness of debt of approximately $306,000 from an acquisition
agreement that we entered into during 1996 with Ponder Industries.

Liquidity and Capital Resources

Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to research and development
activities and for general purposes. Cash for research and development and
general operating expenses is primarily obtained through cash flows from
financing activities.

We have significant ongoing liquidity needs to support our existing
business and research and development activities. Our liquidity is actively
managed on a periodic basis and our financial status, including our liquidity,
is reviewed periodically by our management. This process is intended to ensure
the maintenance of sufficient funds to meet the needs of our company.

On February 29, 2000, we had a cash balance of approximately $818,000
with a working capital of $628,500. We historically have relied upon the cash
flow from financing activities to provide for our capital requirements. We
believe that cash generated from financing activities will continue to increase
for the next 12 months considering that cash on hand at February 29, 2000 will
not be sufficient to provide for our capital requirements. We may seek
additional equity or debt financing during fiscal 2001. There can be no
assurance that we will be able to complete any equity or debt offerings or
obtain credit lines.

During April 2000, Northwest made available to us $1.0 million to be
used for operating expenses and other working capital pursuant to a revolving
note payable. The revolving note bears interest at the prime rate, with interest
payable quarterly, and matures in January 2002. The revolving note is secured by
all of our tangible and intangible assets. We may prepay the notes from time to
time without penalty. No amounts are outstanding under the revolving note.

We cannot predict the timing and amount of our future capital
expenditures. We intend to accelerate our development and infrastructure
spending in the coming calendar quarters if we have sufficient available capital
resources. Beyond that period, we may require additional financing which will
come from future equity or debt offerings that could result in further dilution
to our stockholders. Adequate capital may not be available at that time and the
lack of such capital could adversely affect our business.

15
<PAGE>

BUSINESS

Our Company

We are a development stage company that plans to provide wireless
Internet access to users of a wide variety of hand-held personal digital
assistants, or PDAs. Our services will provide subscribers

o real-time information services, such as news, weather, sports,
and stock quotes formatted for use by PDAs; and

Our Market Opportunity

According to International Data Corporation, annual worldwide sales of
personal companions will increase from approximately one million units in 1997
to an estimated 16 million units in 2003. The Internet has become an important
way for consumers and professionals to access personal and business information,
download new applications, and access new services. We believe that the use of
wireless devices in conjunction with the Internet reflects a growing business
and consumer demand for convenient mobile access to data.

The Need for Specialized Wireless Information Services and Applications

While the wireless data services market is developing rapidly,
widespread adoption of wireless data services has been hindered by a number of
factors, including the following:

o the cost and effort required of independent software vendors
to deploy their applications over a wireless data network;

o incompatible mobile devices and wireless carrier networks;

o the high cost and inefficiencies associated with using
wireless data networks;

o an inability to access and transmit data over wireless
networks at adequate speeds;

o data security concerns; and

o a lack of personnel with the expertise to develop and deploy
information services and applications over wireless data
systems.

In addition, most of the content and applications existing today are
not designed for delivery over the Internet to a handheld computer, but rather
to a traditional web browser. We believe there is a lack of Internet service
providers focused on the delivery of services and applications specifically for
the wireless PDA user base. As a result of these challenges, a significant
opportunity exists for wireless Internet service providers that are able to
offer an easy-to-use, cost-effective, and reliable wireless service.

Our Solution

We intend to offer comprehensive and flexible wireless data solutions
that permit subscribers to access information on the Internet on a nationwide
basis at any time. The following will be key components of our comprehensive
Internet solution:

16
<PAGE>

Provide Nationwide Services Across Multiple Wireless Networks. We plan
to establish relationships with many of the leading wireless network carriers to
enable our subscribers to access information on a nationwide basis. We intend to
negotiate airtime agreements with wireless carriers that will permit us to offer
our subscribers a flat-rate pricing plan and a variable pricing plan with rates
that vary depending upon the level of data traffic utilized by a subscriber. In
addition, we intend to establish relationships with wireless network carriers to
enable us to adapt our solutions to integrate with new technologies and
platforms as they emerge for business or consumer use.

Integrate Various Software Technologies to Provide Seamless Internet
Solutions. We plan to deliver content across a broad range of wireless carrier
networks to users of handheld devices. We initially plan to focus our target
market on users of PDAs. Delivery of content to a wireless device is different
from delivery of content to an Internet browser. Since information viewed on a
particular web site on the World Wide Web may be too complex for delivery to a
wireless device, our service offerings will format content from broadband
sources to enable faster and more cost-effective delivery over wireless
networks. In addition, our service offerings will allow information and
applications interfaces to be tailored more appropriately for use on PDAs than
traditional web browsers. We intend to develop services that will be scalable,
enabling us to move quickly to meet the demands of increased data traffic and
expanding wireless network capabilities. We intend to utilize technologies that
will be able to interface easily with a wide array of systems so that we can
offer services and applications from various online providers and independent
software vendors.

Use Advanced Technology to Assure Secure Transmission of Data. We
intend to provide customers with the assurance that any confidential information
can be transmitted over our system. We will develop our system to incorporate
sophisticated encryption and other security features to enable the secure
transmission of data. Because these technologies may have the effect of
degrading the speed of the transmission of information, our services will be
designed to use secure transmission only when initiated by the user or the host
application.

Real-time Information Services. Our solutions will allow subscribers to
efficiently access real-time information services, such as news, weather,
sports, traffic, and stock quotes formatted for use by handheld wireless devices
such as PDAs. We will allow our subscribers to select from a wide variety of
information tailored to their particular needs, interests, and locations.

Online Applications. Our solutions also will allow subscribers to
access online applications in order to perform time-critical activities such as
executing stock trades, ordering medical prescription refills, checking and
updating work schedules and time reports, and managing real-time sales or client
account information. Because we believe that there are several applications that
could be useful to our subscribers, we plan to update continually the spectrum
of online applications that are available to our subscribers from multiple
independent software vendors.

Our Strategy

Our goal is to be a leading provider of wireless information services
and online applications for hand-held PDAs. Key elements of our strategy to
achieve this goal include the following:

Develop strategic relationships with leading information service providers.

As we develop our information services, we plan to develop strong
relationships with information service providers to deliver content services to
our customers. We plan to create relationships that will allow us to access,
aggregate, and deliver relevant content to the mobile user in a manner that is
cost-effective and beneficial to our customers.

17
<PAGE>

Locate and develop applications that enhance the utility of PDAs for both
business and personal users.

We plan to locate and develop online applications in a variety of
personal and commercial information categories that are appealing, relevant, and
personalized to mobile individuals and that address the local and regional
interests of individual users. We intend to develop innovative, interactive, and
electronic commerce applications that enhance the functionality of the wireless
data medium for our users.

Expand our subscriber base and build our company brand awareness.

Through our strategic relationships and innovative online applications,
we intend to increase our subscriber base and build awareness of our services
and our corporate brand. As users become accustomed to and realize the benefit
of receiving information on their wireless PDAs, we believe they will subscribe
for additional services. We intend to increase our brand awareness by initiating
an aggressive media campaign.

Provide superior customer service and technical support.

Because wireless Internet access is an evolving and growing
communications channel, subscribers may face a number of potential challenges.
We believe that even sophisticated subscribers periodically have questions or
encounter problems as new and innovative applications designed for wireless data
are introduced. Consequently, we intend to focus on providing superior levels of
customer service and technical support in an effort to achieve maximum levels of
customer satisfaction. We intend to offer our customer service and support 24
hours a day, seven days a week. In addition, through our planned automation
system, subscribers will be able to manage their accounts and troubleshoot
problems 24 hours a day through our web site. We believe that superior customer
service will help us to minimize subscriber cancellation and to promote customer
referrals.

Utilize advanced technology in our delivery of information services and
online applications

We intend to emphasize advanced technology in the delivery of
information systems and online applications that integrate with wireless
networks. We believe that using advanced technologies in connection with our
service offerings will assure that our subscribers receive high levels of
service and secure transmissions of information.

Customers

We plan to market and sell our services to individuals, corporate
customers, and independent software vendors. We intend to focus our consumer and
business marketing and selling efforts towards

o high-end mobile professionals, who typically use computers and
traditional Internet access and have a strong professional or
personal need to stay in touch with Internet- or
Intranet-based information;

o users of various applications that we plan to make available
as part of our services; and

o mobile labor forces that need to transmit information to their
supervisors or staff or to interact with a centralized
application that is required to perform their work.

As a means to further establish and develop our brand image, we intend
to develop strategic relationships with corporate partners to enable us to
introduce third-party applications to users of wireless PDAs. We also plan to
develop corporate solutions that enable us to expand our subscriber base while
allowing our corporate partners to enhance their service offerings to their
customers.

Sales and Marketing

Because we are a development stage company, we have not yet implemented
a sales and marketing campaign and have not yet sold our services. In the
future, however, we intend to sell our services through the following:

o relationships with retail vendors that sell PDAs;

o strategic relationships and joint-selling relationships with
hardware manufacturers; and

o through a direct sales force.

18
<PAGE>

We also plan to enter into strategic marketing relationships with other
companies to provide opportunities to cross-market our products with the
products and services of our strategic partners.

We intend to create an awareness of our company brand name and to
educate the market about the features of our services that differentiate them
from our competitors. We plan to accomplish this goal through a media campaign
and participation in trade shows and industry seminars.

Our Software Technology

We currently are developing a services platform that we believe will
give us a competitive advantage by enabling our subscribers to access and
personalize the Internet from their wireless PDA. We also are developing online
applications that can be used in conjunction with PDAs to allow them to perform
specific personal and business applications. We believe that our expertise lies
in modifying and customizing standard industry development tools to develop
online applications that can be deployed to PDAs to make them more useful.

As our business expands and technology evolves, we may enter into
third-party license arrangements to incorporate certain technology on our
operating platform. To date, we have not entered into any such arrangements. Our
inability to acquire any third-party product licenses or to integrate
third-party products into our products and services could result in delays in
product development unless and until we can identify, license, and integrate
equivalent products. These licenses may not be available to us on commercially
reasonable terms.

Customer Service and Billing

We plan to contract with third parties to provide customer service,
billing, and product fulfillment services. Our customer service program will
enable our subscribers to contact us through toll free telephone, fax, web site,
or e-mail. Subscribers will be able to access our web site to obtain answers to
Frequently Asked Questions and information about our services.

We have entered into a letter of intent to acquire all of the capital
stock of PDA Data, a joint venture between Excellular Incorporated and Covault
Corporation. In connection with the acquisition, we plan to enter into a
services agreement with Excellular under which Excellular will provide us with
the following:

o the right to co-locate our Internet servers and computers at
Excellular's facilities, which we plan to use as a hub for our
west coast operations;

o customer service, sales, and telephone technical support
personnel for up to 100 hours per month, with an option to
purchase additional customer support at an agreed-upon rate;
and

o administration, acquisition, billing, and management of
wholesale airtime purchased from network carriers.

The services agreement will have an initial term of three years.
Thereafter, the services agreement will automatically be renewed for successive
one-year periods unless either party terminates by giving 180 days' notice.

Our acquisition of PDA Data will provide our company with the ability
to perform billing and collection services for our customers. After the
acquisition, our west coast facilities will serve as a secondary location for
our nationwide network of fault-tolerant Internet and application server
equipment. The acquisition is subject to execution of a definitive agreement
between our company, Excellular, and Covault, and is subject to approval by the
shareholders of our company, Excellular, and Covault. We cannot provide
assurance that our shareholders or the shareholders of Excellular or Covault
will approve the acquisition or that the acquisition will be completed.

19
<PAGE>

Competition

The market for our wireless Internet services is becoming increasingly
competitive. The widespread adoption of industry standards in the wireless data
communications market may make it easier for new market entrants and existing
competitors to introduce services that compete against ours. We plan to develop
our solutions using standard industry development tools. If we enter into
agreements with wireless carriers and data providers, we do not anticipate that
any of those agreements will be on an exclusive basis. Our competitors may use
the same products and services to compete against us. With time and capital, it
would be possible for competitors to replicate our services. We expect that we
will compete primarily on the basis of the functionality, breadth, quality,
customer service, and price of our services.

Many of our existing and potential competitors have substantially
greater financial, technical, marketing and distribution resources than we do.
We currently or potentially compete with several types of companies, including
the following:

o emerging wireless Internet services providers, including
OmniSky, a joint venture of Aether Systems, Inc., 3Com
Ventures, and AvantGo, Inc.; Palm, Inc., the provider of
Palm.net; and GoAmerica, Inc.;

o wireless device manufacturers, such as 3Com and its subsidiary
Palm, Inc., Motorola, and Research in Motion;

o wireless network carriers, such as AT&T Wireless Services,
Bell Atlantic Mobile, BellSouth Wireless Data, Sprint PCS, and
Nextel Communications, Inc.; and

o wireline Internet service providers and portals, such as
America Online and Yahoo!.

All of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. In the event such companies decide
to compete directly with us, any relationships that had been developed will
likely be terminated, which may have a material adverse effect on our business.

Intellectual Property

We plan to develop our solutions using standard industry development
tools with certain proprietary modification and customization. We do not have
any patents or copyrights for the technology we utilize. We plan to license a
portion of the technology integral to our business from third parties. Our
success will depend in part on this licensed technology not infringing the
proprietary rights of others. We have applications pending for the trademarks
"We are not a company . . . we are a culture!" and "Empowering humanity through
technology." To our knowledge, there has not yet been any opposition to the
marks, although the process is in its early stages and the registration of the
marks may be challenged. Although we are currently determining whether any of
our business processes may be the subject of a patent application, we have never
filed patent or copyright applications with the U.S. Patent and Trademark Office
or filed for patents, copyrights, or trademarks in any foreign countries.

In an effort to further distinguish our company from our competitors,
we plan to change our company's name and brand in the near future. We are
currently researching our alternatives with respect to a truly distinctive
company name and brand that will enable us to be more successful in the
increasingly competitive market for handheld solutions. Because we are a
development stage company, we do not believe that any change of our company name
or brand will have a material adverse effect on our operations.

20
<PAGE>

Other Assets

We own a 15% working interest in a petroleum exploration permit
covering approximately 48,000 acres of the Taranaki Basin on the North Island of
New Zealand. This asset was the property of Titan Resources, Inc. of Houston,
Texas, a predecessor of our company, and is now our asset as a result of Titan's
merger with our company in October 1999. GEL Exploration of Houston, Texas is
the operator of the permit, and GEL recently notified us that it plans to begin
drilling during May 2000.The operator of the permit has targeted Mount Messenger
as the formation of the test well. In the event that the operator discovers oil
on our concession, we will be required to invest additional capital to allow the
operator to complete the well and begin production. We believe that we would be
able to obtain additional financing in the event that the operator discovers oil
on our concession. If the operator does not discover oil on our concession and
we determine that an opportunity for us to realize a return on our investment
does not exist, we do not intend to invest additional capital in this asset and
do not intend to pursue further this type of business activity.

Most of the exploration to date has been in the area of our concession.
Other companies exploring in the region have announced discoveries of oil and
gas in the region. The Okura and the Mount Messenger geological structures in
the Taranaki Basin both have high reserve potential and present production
history in the area.

Government Regulation

Wireless Information Services

We currently are not subject to direct federal, state or local,
government regulation, other than regulations that apply to businesses
generally. The wireless network carriers we plan to contract with to provide
airtime are subject to regulation by the Federal Communications Commission.
Changes in FCC regulations could affect the availability of wireless coverage
these carriers will be willing or will be able to sell to us. Once we commence
our service offerings, we also could be adversely affected by developments in
regulations that govern or may in the future govern the Internet, the allocation
of radio frequencies, or the placement of cellular towers. Changes in these
regulations also could create uncertainty in the marketplace, which could reduce
demand for our services or increase the cost of doing business as a result of
costs of litigation or increased service delivery cost or could in some other
manner have a material adverse effect on our business, financial condition or
results of operations.

We do not plan to collect sales or other taxes with respect to the sale
of services or products in states and countries where we believe we are not
required to do so. We will collect sales and other taxes in the states in which
we have offices and are required by law to do so. One or more jurisdictions have
sought to impose sales or other tax obligations on companies that engage in
online commerce within their jurisdictions. A successful assertion by one or
more jurisdictions that we should collect sales or other taxes on our products
and services, or remit payment of sales or other taxes for prior periods, could
have a material adverse effect on our business, financial condition or results
of operations.

Oil and Gas

Our working interest in a petroleum exploration permit may be subject
to various regulations in New Zealand regarding the protection of human health
and the environment. Our interest in the petroleum exploration permit,
particularly with respect to the production, transportation, or sale of oil or
gas, may be subject to foreign regulation of oil and natural gas. These laws and
regulations may increase the costs of drilling and operating wells. Because
these laws and regulations change frequently, the costs of compliance with
existing and future environmental regulations cannot be predicted with
certainty. Certain regulatory authorities also regulate the amount of oil and
gas produced by assigning allowable rates of production to each well or
proration unit.

Any new legislation or regulation, or the application of laws or
regulations from jurisdictions whose laws do not currently apply to our
business, could have an adverse effect on our business.

21
<PAGE>

Employees

As of April 20, 2000, we had eight full-time employees, including our
two executive officers. Five of our employees are involved in technical
development services and network administration and three are involved in
administration, executive, and finance. None of our employees are covered by any
collective bargaining agreements with us, and we believe that the relationship
with our employees is good.

Properties

We lease our corporate headquarters, which are located in an
approximately 6,000 square-foot facility in League City, Texas. The lease
expires in July 2001. The facility includes executive and administrative offices
and a network operations center. Although we believe the facility will be
adequate for our needs for the foreseeable future, we anticipate that we will
need additional space when we begin to hire additional personnel and to execute
our business plan.

Legal Proceedings

We are, and may in the future be, party to litigation arising in the
ordinary course of our business. We do not consider any current claims to be
material to our business, financial condition, or operating results. Our
insurance coverage may not be adequate to cover all liabilities arising out of
any claims that may be instituted in the future. A lack of insurance coverage
may have an adverse effect on our business, financial condition, and operating
results.

22
<PAGE>

MANAGEMENT

The following table sets forth certain information regarding each of
our directors and executive officers:

Name Age Position
---- --- --------
James T. Voss........ 50 Chairman of the Board,
Chief Executive Officer, and President

Ellen S. Eckler...... 46 Executive Vice President,
Chief Financial Officer, Secretary, and
Director

Brent Nelson......... 37 Director

James T. Voss has served as our Chairman of the Board, Chief Executive
Officer, and President since October 1999. From July 1998 until October 1999,
Mr. Voss served as the Senior Systems Engineer of our company. Mr. Voss has over
25 years of systems and software experience. Prior to joining our company, Mr.
Voss served as an engineering consultant for software systems for Contact
Network, Inc. from November 1997 until April 1998. Mr. Voss served as the Chief
Technology Officer for SunTech Processing Systems from August 1997 until
November 1997. Mr. Voss served as the Senior Systems Analyst for Computer
Language Research, Inc. from September 1993 until August 1997. Mr. Voss has also
served in various positions with Digital Image Systems Company, AT&T, and NEC
America.

Ellen S. Eckler has served as our Executive Vice President, Chief
Financial Officer, and Secretary and as a director since October 1999. Prior to
that time, Ms. Eckler served as our Chief Accountant between April 1999 and
October 1999. Ms. Eckler has over 20 years of experience working with various
Silicon Valley technology companies. Prior to joining our company, Ms. Eckler
was the President and owner of SkyLonda Total Business Solutions from January
1996 to July 1998. Ms. Eckler served as Vice President of Marketing for IBM from
January 1994 until January 1996. Prior to that, Ms. Eckler served as a Product
Manager for Novell, Inc. from December 1993 until January 1994. Ms. Eckler has
also served in various senior and executive management positions with the County
of San Mateo, Redwood City, California, Intel Corp., FileNet, and Teledyne.

Brent Nelson has served as a director of our company since June 1994,
when he became a director of Titan Resources, Inc., our predecessor. Mr. Nelson
has more than 15 years of experience in investment banking and corporate finance
establishing, acquiring, and selling a range of companies in the businesses of
real estate development, natural resources, and import/export trade. Mr. Nelson
founded Pan Pacific Containers in 1995 and founded and has been the Managing
Director of Northwest Capital Partners, LLC, a Bellevue, Washington based
venture capital company since 1995. Mr. Nelson also serves on the board of
directors of CybeRecord, Inc., Eclipse Entertainment Group, Inc., Interactive
Objects, Inc., Mobile PET Systems, Inc., and Polar Cargo Systems, Inc., which
are all public companies, as well as Esarati Electronic Technologies, Inc.,
Security Foils International, L.L.C., and Hot Shot Table Sports, Ltd., all of
which are privately held companies. Mr. Nelson advises our company with respect
to financial and corporate affairs.

Our company has established an Advisory Board consisting of individuals
with substantial business, management, and marketing experience. The Advisory
Board provides advice and recommendations to our officers and directors with
respect to marketing, finance, technology, and our overall business plan. The
Advisory Board has no right to take part in the management or control of our
business or affairs of our company, to transact business for our company, or to
sign or bind our company. The following sets forth certain information regarding
the current members of our Advisory Board:

Paul Keller has served on our Advisory Board since January 2000. Mr.
Keller served as Director of Business Development for AT&T WorldNet Service and
was responsible for customer acquisitions including Microsoft Corp., Dell
Computers, Hewlett Packard, and Toshiba. Mr. Keller holds a BA in Economics from
St. Olaf College, a Masters in Business Administration in Marketing from
Marquette University, and has more than 14 years of experience in the high-tech
industry.

23
<PAGE>

Teresa Murphy has served on our Advisory Board since February 2000. Ms.
Murphy is a Global Account Executive with SAP America, Inc., and has been
responsible for selling global named accounts in the utilities, communications,
and media industries. Ms. Murphy was recognized as one of the top Presales
Solutions Engineers in North America at SAP and earned a reputation as an expert
in SAP's Customer Care and Services offering. Teresa has a Bachelor of Science
degree from California State University, Hayward. Ms. Murphy is a Certified
Management Accountant.

Eric Robison has served on our Advisory Board since February 2000. Mr.
Robison has over 17 years of business and marketing experience. Mr. Robison has
been a member of Paul Allen's Vulcan Northwest investment team for over 6 years.
Mr. Robison is a member of the board of directors of several Vulcan Northwest
privately held portfolio companies, including Rocket Network, an Internet
recording studio for audio professionals; Harmony Central, a leading musician
community on the Internet; and Storyopolis, a children's entertainment
retailing/media production. Mr. Robison currently serves as a director of
several public companies, including CNET Networks, Cumulus Media, and Liquid
Audio. Until December 1999, Mr. Robison served on the boards of Egghead.com and
ARI Network Services.

Tom Hudson has served on our Advisory Board since February 2000. Mr.
Hudson has a wealth of experience in senior financial and general management
positions within the high-tech industry. Mr. Hudson has served in various
positions with Microsoft Corp. since 1991, including International Finance
Controller, Director of Finance for Europe, General Manager for Western Region
Operations, General Manager for World Wide Programs, and a General Manager in
the World Wide Hardware Operations group. Prior to that time, Mr. Hudson served
as the Senior Financial Executive for Key Tronic Corporation and managed that
company's initial public offering. Mr. Hudson serves as a director of several
private technology companies. Mr. Hudson has a Masters degree in Business
Administration, and also is a certified public accountant.

Ronald Curtin has served on our Advisory Board since February 2000. Mr.
Curtin currently serves as the Vice President of Acentris/Excellular. Mr. Curtin
has a diverse background in management for customer fulfillment, including
several years building and managing a call support and billing center for the
cellular industry.

Mark Phillips has served on our Advisory Board since April 2000. Mr.
Phillips serves as the Chief Technology Officer for Interactive Objects, Inc.
Mr. Phillips has extensive background in inventing new product markets and
executing technology for introduction into the marketplace. Mr. Phillips has
experience with developing and maintaining business alliances as well as
completing technology acquisitions. Mr. Phillips provides primary focus for
emerging devices such as described generally by Information Appliances, Internet
Appliances, or smart devices.

Kevin White has served on our Advisory Board since April 2000. Mr.
White serves as the Chief Operations Officer for MCI WorldCom, Inc. Mr. White
has over eight years of progressive management experience in several important
facets of the wireless communications business. His expertise in data, wireless
and telecommunications fields includes marketing program development, product
feasibility studies, product development and distribution planning. Mr. White's
experience also includes significant business and personnel management practice.
Mr. White currently manages a division focusing on the emerging products arena
of MCIWorldCom Wireless. Prior to his position at MCIWorldCom, Mr. White was
employed with the Canadian integrated energy company Westcoast Energy Inc. in
their corporate Strategic Planning division.

Meetings, Committees, and Compensation of the Board of Directors

Our bylaws authorize the board of directors to appoint from among its
members one or more committees consisting of one or more directors. Upon our
company becoming a reporting company, our board of directors will establish an
audit committee and a compensation committee. The audit committee will review
the annual financial statements, any significant accounting issues, and the
scope of the audit with our independent auditors and will discuss with the
auditors, any other audit-related matters that may arise. The compensation
committee will review and act on matters relating to compensation levels and
benefit plans for our key executives. Our directors currently do not receive any
additional cash compensation for serving as members of our board of directors.

24
<PAGE>

Compensation Committee Interlocks and Insider Participation

Our board of directors historically has made all compensation decisions
relating to our executive officers. We expect to appoint a compensation
committee that will consist primarily of non-employee members of our board of
directors. Once formed, the compensation committee will make all compensation
decisions regarding our executive officers.

25
<PAGE>

EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

The following table sets forth certain information concerning the
compensation for the fiscal years ended February 29, 2000 earned by our Chief
Executive Officer, who was the only executive officer whose cash salary and
bonus exceeded $100,000 during fiscal 2000. The following table also sets forth
certain information concerning our interim Chief Executive Officer during fiscal
2000.

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Awards
-----------------------------------
Restricted Securities
Fiscal Stock Underlying
Name and Principal Position Year Salary($) Bonus ($) Awards Options
- --------------------------- -------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
James T. Voss......................... 2000 $ 105,760 $ 4,500(2) -- 400,000
Chief Executive Officer 1999 $ 31,528(3) -- -- --
and President(1)
Brent Nelson.......................... 2000 -- -- 1,500,000(5) 1,200,000(6)
Interim Chief Executive Officer (4) 1999 -- -- -- --
</TABLE>

(1) Mr. Voss became our Chief Executive Officer beginning in October 1999.
Mr. Voss served as the Senior Systems Engineer of our company between
July 1998 and October 1999.

(2) During fiscal 2000, we paid Mr. Voss a bonus in the form of a laptop
computer (approximately $3,500) and a digital camera
(approximately $1,000).

(3) Mr. Voss joined our company in July 1998 as the Senior Systems
Engineer. Amounts earned during fiscal 1999 is based on
an annual salary of $75,000.

(4) Mr. Nelson served as our interim Chief Executive Officer from January
1999 to October 1999. Mr. Nelson did not receive any cash compensation
during his service as interim Chief Executive Officer of our company.

(5) Mr. Nelson is the Managing Director of Northwest Capital Partners, LLC.
After his term as our interim Chief Executive Officer, we entered into
a three-year consulting agreement with Northwest to advise us
financially and assist us in arranging financing for our business
operations. Northwest achieved certain milestones related to locating
$1.0 million of financing for our company, and pursuant to the
agreement we issued to Northwest 1,500,000 shares of our common stock.
See "Certain Transactions - Consulting Agreement."

(6) Pursuant to our consulting agreement with Northwest, we granted
Northwest options to purchase 1,000,000 shares of our common stock at
an exercise price of $0.01 per share. The options become exercisable at
any time upon our market capitalization achieving a value of at least
$100 million. During February 2000, this milestone was met and
Northwest exercised all 1,000,000 options. See "Certain Transactions -
Consulting Agreement." Amount also represents options to purchase
100,000 shares of common stock at an exercise price of $1.00 per share
and 100,000 shares of common stock at an exercise price of $2.50 per
share. Mr. Nelson was granted these options for his service as a
director of our company.

26
<PAGE>

Option Grants

The following table provides information on stock options granted to
the officers listed during the fiscal year ended February 29, 2000.

Option Grants In Last Fiscal Year

<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
------------------------------------------------------------------ Annual Rates
Number of % of Total of Stock Price
Securities Options Market Appreciation for
Underlying Granted to Price on Option Term(2)
Options Employees in Exercise the Date Expiration ----------------------------------------
Name Granted (#) Fiscal Year Price ($/Sh) of Grant Date 0% 5% 10%
- ---- ----------- ------------- ----------- --------- ---------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James T. Voss... 100,000(2) 7.1% $1.00 $ 1.25 11/2/03 $ 25,000 $ 51,938 $ 83,013
200,000(3) 14.3% $2.50 $ 1.25 11/2/03 --(4) --(4) --(4)
100,000(2) 7.1% $2.50 $ 17.88 2/29/03 $ 3,075,000 $3,845,835 $4,734,158

Brent Nelson..... 1,000,000(5)(2) --(5) $0.01 $ 0.01 9/28/03 -- -- --
100,000 7.1% $1.00 $ 1.25 11/2/03 $ 25,000 $ 51,938 $ 83,013
100,000 7.1% $2.50 $ 17.88 2/29/03 $ 3,075,000 $3,845,835 $4,734,158
- -----------------------------
</TABLE>

(1) Potential gains are net of the exercise price, but before taxes
associated with the exercise. The assumed 0% rate of stock price
appreciation is presented to show the value of certain options on the
date of grant for which the exercise price was below the market price
of the option at the date of grant. Other amounts represent
hypothetical gains that could be achieved for the respective options if
exercised at the end of the option term. The assumed 5% and 10% rates
of stock price appreciation are provided in accordance with the rules
of the Securities and Exchange Commission and do not represent our
estimate or projection of the future price of our common stock. Actual
gains, if any, on stock option exercises will depend upon the future
market prices of our common stock.

(2) The options were vested immediately upon grant and have a four-year
term.

(3) The options have four-year terms and vest and become exercisable as
follows: (a) 50,000 options will vest upon the filing of a registration
statement with the Securities and Exchange Commission to become a
reporting company, (b) 50,000 options will vest upon our company
becoming listed on a NASDAQ market, (c) 50,000 options will vest on the
date we begin offering our online services, and (d) 50,000 options will
vest on October 28, 2001.

(4) The exercise price of these options are greater than the fair market
value of the common stock on the date of grant as well as the assumed
price of the common stock assuming the respective annual rates of stock
price appreciation.

(5) These options were granted to Northwest Capital Partners, LLC, of which
Mr. Nelson is Managing Director. Because these options were not granted
to employees, the amount representing a percentage of total options
granted to employees during the fiscal year is not presented.

Year-end Option Values

The following table provides information regarding options exercised in
the last fiscal year by the officers listed and the value of each such officer's
unexercised options as of February 29, 2000.

27
<PAGE>

Aggregated Option Exercises in Last Fiscal Year and
Option Values As Of February 29, 2000

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the Money Options
on Exercise Realized Options at Fiscal Year-End (#) at Fiscal Year-End ($) (1)
----------------- --------------- --------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James T. Voss.... -- -- 200,000 200,000 $3,225,000 $ 3,075,000
Brent Nelson..... 1,000,000(2) $17,870,000 200,000 -- $3,225,000 --
</TABLE>

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

(1) Calculated based upon the closing price of our common stock as quoted
on the OTCBB on February 29, 2000 of $17.88 per share.

(2) Represents options exercised by Northwest Capital Partners, LLC, of
which Mr. Nelson is the Managing Director.

Recent Grants of Stock Options

Between December 1999 and April 2000, we granted to each of our
Advisory Board members options to purchase 50,000 shares of common stock at an
exercise price of $1.00 per share. We have selected these individuals to advise
our company with respect to marketing, finance, technology, and our overall
business plan. The options vest and become exercisable as follows: (a) 20% upon
agreement to become an advisor, and (b) 20% on each six-month anniversary
thereafter until the options are fully vested.

Employment Arrangements

We currently are a party to employment agreements with James T. Voss
and Ellen S. Eckler. In addition to the provisions of the individual employment
agreements as described below, the employment agreements generally require us to

o reimburse each executive for all travel, entertainment, and
other ordinary and necessary expenses incurred in connection
with our business and their duties under their respective
employment agreements;

o indemnify each executive from certain claims arising out of
his or her employment that may be asserted against him or her
by third parties; and

o provide such other benefit plans that we make generally
available to all of our officers.

Both employment agreements have a term through October 28, 2000, and
each agreement automatically renews for successive one-year terms unless either
party terminates by giving the other party at least 30 days' written notice. Mr.
Voss's employment agreement provides for him to serve as our Chief Executive
Officer and President. The employment agreement provides for Mr. Voss to receive
an annual salary of $114,000, subject to adjustment from time to time by our
Board of Directors. Ms. Eckler's employment agreement provides for her to serve
as our Executive Vice President and Chief Financial Officer. The employment
agreement provides for Ms. Eckler to receive an annual salary of $114,000,
subject to adjustment from time to time by our Board of Directors. In addition,
the employment agreements provide that Mr. Voss and Ms. Eckler will be eligible
to receive discretionary bonuses or other compensation in amounts determined by
our Board of Directors.

If we terminate the employment agreement "for cause," as defined in the
agreement, or if the executive terminates the employment agreement without "good
reason," as defined in the agreement, the executive will not receive any further
compensation under the employment agreement and any unvested options will be
cancelled. If we terminate the executive's employment other than for cause or if
the executive terminates the agreement for good reason, the employment agreement
requires us to pay the executive six months' salary, or one year's salary in the
event the executive remains employed by us through April 2001.

28
<PAGE>

The employment agreements also provide each executive with the option
to purchase additional shares of our common stock at the end of each quarter,
such purchases not to exceed 25% of the executive's salary for that quarter. The
executive may purchase these shares at a price equal to 15% below the lowest
fair market value of our common stock during the quarter ended. In the event our
company is acquired, any common stock or options that were granted to Mr. Voss
or Ms. Eckler that remain unvested as of that date will become fully vested and
exercisable.

The employment agreements also prohibit the executives from disclosing
confidential information obtained while employed by us. Our executive officers
and other key personnel are eligible to receive stock options under any stock
option plan that we may adopt in the future.

Limitation of Liability; Indemnification of Directors and Officers

Our articles of incorporation provide that our company may indemnify,
to the fullest extent permitted by the Nevada General Corporation Law, any
directors and officers of our company against any and all of the expenses,
liabilities, or other matters that such director or officer may incur for
conduct as a director or officer.

Section 78.751 of the Nevada General Corporation Law provides that the
articles of incorporation, the bylaws, or an agreement made by our company may
provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit, or proceeding must be paid by our company as
they are incurred and in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that the officer or director is not entitled to be
indemnified by our company. This indemnity and advancement of expenses may not
be made to or on behalf of any director if a final adjudication establishes that
the director's or officer's acts or omissions involved intentional misconduct,
fraud, or a knowing violation of the law and was material to the cause of
action.

We have entered into employment agreements with Mr. Voss and Ms. Eckler
that require us, to the extent permitted by law, to indemnify the executives
from and against any and all claims that may be asserted against them by third
parties (including derivative claims asserted on behalf of us) that are
connected with the executives' employment with our company. These rights are in
addition to any other rights to which the executives may be entitled. Under the
employment agreements, we will not be required to defend or indemnify the
executives

o in a criminal proceeding;

o in civil proceedings where the executive is the plaintiff; or

o to the extent it is finally adjudicated that the executive did
not act in good faith and with the reasonable belief that the
executive's actions were appropriate in the discharge of his
or her duties to our company.

In addition, we have adopted provisions in our bylaws that require us
to indemnify our directors, officers, and certain other representatives of our
company against expenses and certain other liabilities arising out of their
conduct on behalf of our company.

29
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the shares
of our common stock beneficially owned as of April 30, 2000 by each of our
directors and executive officers, all of our directors and executive officers as
a group, and the one entity known by us to be the beneficial owner of more than
5% of our common stock. The table also sets forth the number of shares of common
stock that each selling stockholder may offer and sell under this prospectus.

<TABLE>
<CAPTION>
Shares of Beneficial
Beneficial Ownership Common Ownership
Before Offering Stock Being After Offering
--------------------------- Offered ------------------
Name of Beneficial Owner (1) Shares Percent(2) For Sale Shares Percent(2)
- ---------------------------- ------- ---------- ------------- ------ -------
<S> <C> <C> <C> <C> <C>
Directors and Executive Officers:
James T. Voss...................................... 2,225,000(3) 14.7% 250,000 2,750,000 18.2%
Ellen S. Eckler.................................... 1,665,000(4) 11.0% 250,000 1,975,500 13.0%
Brent Nelson....................................... 3,000,000(5) 19.9% 250,000 1,415,000 9.3%
Directors and executive officers as a group (3 6,890,500 44.1% 750,000 6,140,500 39.3%
persons)...........................................

Non-management 5% Stockholders:
Northwest Capital Partners, LLC.................... 2,800,000(5) 18.8% 250,000 2,550,000 17.1%

Other Selling Stockholders(6):
Aaron Rivas........................................ 3,500 * 3,500 -- --
Steven Hermer(7)................................... 3,000 * 3,000 -- --
Margaret Meier..................................... 20,000 * 3,000 17,000 *
Steven Shufton(8).................................. 1,000 * 1,000 -- --
Generation Capital Associates, L.P................. 1,714(9) * 1,714 -- --
Peter Ducoffe...................................... 89(9) * 89 -- --
Lawrence B. Fisher................................. 54(9) * 54 -- --
Dorothy E. Holmes.................................. 36(9) * 36 -- --
</TABLE>

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

* Less than one percent.

(1) Beneficial ownership information is based on information provided to us,
and the beneficial owner has no obligation to inform us of or otherwise
report any such changes in beneficial ownership. Except as indicated, and
subject to community property laws when applicable, the persons named in
the table above have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. Each director
or officer may be reached through our offices at 2525 South Shore
Boulevard, Suite 309, League City, Texas, 77573.

(2) The percentages shown are calculated based upon 14,900,031 shares of
common stock outstanding on April 30, 2000. The numbers and percentages
shown include the shares of common stock actually owned as of April 30,
2000 and the shares of common stock that the person or group had the
right to acquire within 60 days of April 30, 2000. In calculating the
percentage of ownership, all shares of common stock that the identified
person or group had the right to acquire within 60 days of April 30, 2000
upon the exercise of options and warrants are deemed to be outstanding
for the purpose of computing the percentage of the shares of common stock
owned by such person or group, but are not deemed to be outstanding for
the purpose of computing the percentage of the shares of common stock
owned by any other person.

30
<PAGE>

(3) Includes vested options to purchase 250,000 shares of common stock. Also
includes 1,200,000 shares held in escrow pursuant to an acquisition
agreement, of which 20% will be released every six months through October
2001.

(4) Includes vested options to purchase 275,000 shares of common stock. Also
includes 840,000 shares held in escrow pursuant to an acquisition
agreement, of which 20% will be released every six months through October
2001.

(5) Mr. Nelson is a control person of Northwest Capital Partners, LLC. The
amount listed as shares beneficially owned by Mr. Nelson includes vested
options to purchase 200,000 shares of common stock and 2,500,000 shares
held by Northwest. Amounts exclude 15,000 shares of common stock held in
trust for the benefit of Mr. Nelson's children. Mr. Nelson disclaims
beneficial ownership of the shares held in trust. Mr. Nelson has agreed
to sell to three of his business associates up to an aggregate of
1,100,000 shares of common stock at a price of $0.01 per share at any
time prior to November 2001.

(6) Unless otherwise indicated, none of the other selling stockholders have
ever had any relationship with our company other than as stockholders.

(7) Mr. Hermer served as a consultant to our company between November 1999
and March 2000.

(8) Mr. Shufton served as a consultant to our company between November 1999
and March 2000.

(9) Represents shares of common stock issuable upon exercise of warrants at
exercise prices ranging from $23.00 to $32.00 per share.

CERTAIN TRANSACTIONS

Consulting Agreement

Brent Nelson, a director of our company, is the Managing Director of
Northwest Capital Partners, LLC. During September 1999, we entered into a
three-year consulting agreement under which Northwest agreed to advise us
financially and assist us in arranging financing for our business operations.
Northwest has a right of first refusal to consult with us regarding financings
throughout the duration of its term. The consulting agreement provides for
payment of monthly consulting fees to Northwest in the amount of $5,000 per
month. The fee provision is subject to extension for 36 months upon the closing
of certain financing transactions set forth in the consulting agreement. In
addition, the consulting agreement required us to issue to Northwest 1,500,000
shares of our common stock if Northwest achieved certain milestones related to
locating $1.0 million of financing for our company. Northwest met all
milestones, and to date has been issued all of those shares. Pursuant to the
agreement, we granted Northwest options to purchase 1,000,000 shares of our
common stock at an exercise price of $0.01 per share. The options became
exercisable upon our market capitalization achieving a value of at least $100
million. During February 2000, this milestone was met and Northwest exercised
all 1,000,000 options. We granted certain "piggy-back" registration rights with
respect to the shares of common stock underlying the options. Under these
registration rights, Northwest will have the right to register such shares if we
propose to register any securities under the securities laws. Northwest's
obligations under the consulting agreement are subject to certain conditions to
be performed by us, including refraining from modifying our capital structure
without Northwest's prior written consent. In addition, the consulting agreement
provides that for three years following the date our common stock began trading
on the OTCBB in September 1999, if we propose an offering of securities or any
of any of our officers or directors who hold 5% or more of our common stock
desire to transfer their shares of our common stock to a third party,

o the first right of refusal for such shares will belong to our
executive officers;

o the second right of refusal for such shares will belong to us
or the other executive officers and directors who own at least
5% of our common stock, as applicable;

31
<PAGE>

o the third right of refusal for such shares will belong to
Northwest; and

o the fourth right of refusal for such shares will belong to the
other non-selling executive officers and directors who own at
least 5% of our common stock.

In addition, the consulting agreement provides that our officers and
directors will use their "best efforts" to cause each holder of at least 5% of
our common stock to enter into a lock-up agreement with Northwest whereby the
holder will not sell any shares on the OTCBB for one year after our common stock
began trading on the OTCBB in September 1999. Any such lock-up agreement,
however, will allow each holder to sell up to 1,000 shares every three months
beginning in March 2000.

The consulting agreement also provides that Northwest is entitled to
nominate a director to our board of directors for a period of five years.
Northwest has nominated Mr. Nelson to the board.

We or Northwest may terminate the consulting agreement upon written
notice to the other party if

o the terminating party reasonably determines that the other
party or any of its directors, officers, or controlling
stockholders have engaged in any unlawful, wrongful, or
fraudulent act against us or our stockholders; or

o the terminating party determines that any material fact
concerning the other party represented is misstated or untrue
or that the other party has intentionally failed to provide
the terminating party with material facts concerning the other
party.

Either party may terminate the consulting agreement at any time in the event of

o war;

o any material adverse change in our business;

o any proceeding against us or Northwest where an unfavorable
decision would have a material adverse effect on our business;

o adverse market conditions of which event the terminating party
may determine in its sole discretion.

If Northwest terminates the agreement based on the above factors, Northwest will
be entitled to accrued fees, expense reimbursements, and shares of common stock
otherwise payable under the agreement.

Notes payable

From time to time, Northwest has provided us with working capital for
our operations evidenced by notes payable to Northwest. Northwest issued to us
notes payable for $101,000 during fiscal 1999, and $200,075 during fiscal 2000.
We repaid to Northwest $151,820 during fiscal 2000. During October 1999,
Northwest agreed to convert $143,575 of principal amount of the notes into
300,000 shares of common stock. As of February 29, 2000, we owed Northwest
principal on the notes payable of $5,680. The notes do not bear interest, are
payable in full on August 31, 2000, and we are not required to make periodic
payments on the notes.

32
<PAGE>

DESCRIPTION OF SECURITIES

General

The authorized capital stock of our company consists of 25,000,000
shares of common stock, par value $.001 per share. As of April 28, 2000, there
were issued and outstanding 14,900,031 shares of common stock. In addition, we
have reserved the following:

o 1,800,000 shares of common stock for issuance upon exercise of
outstanding stock options at exercise prices ranging from
$1.00 to $2.50 per share; and

o 1,893 shares of common stock for issuance upon exercise of
outstanding warrants at exercise prices ranging from $23.00 to
$32.00 per share.

Common Stock

The holders of common stock are entitled to one vote for each share on
all matters submitted to a vote of shareholders and do not have cumulative
voting rights. Accordingly, the holders of a majority of the common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. The holders of common stock will be entitled to receive
such dividends, if any, as may be declared by the Board of Directors from time
to time out of legally available funds. Upon the liquidation, dissolution, or
winding up of our company, the holders of common stock will be entitled to share
ratably in all the assets that are legally available for distribution after
payment of all debts and other liabilities. The holders of common stock have no
preemptive, subscription, redemption, or conversion rights.

Registration Rights

In connection with a consulting agreement with Northwest Capital
Partners, LLC, we granted to Northwest options to purchase 1,000,000 shares of
common stock at an exercise price of $0.01 per share. See "Certain
Transactions." In connection with this agreement, we granted certain
"piggy-back" registration rights with respect to the shares of common stock
issuable upon exercise of the options. Under these registration rights,
Northwest may request us to register such stock if we propose to register any
securities under the securities laws. Northwest's "piggy-back" rights apply to
our first registration statement filed subsequent to issuance of the stock.
Northwest exercised the options during February 2000.

In connection with the issuance of convertible notes payable during
September 1998, we issued warrants to four investors to purchase 1,893 shares of
common stock at exercise prices ranging from $23.00 to $32.00 per share. In
connection with this agreement, we agreed to use our best efforts to register
the shares issuable upon exercise of the warrants in the event we propose to
register securities under the securities laws. Under these registration rights,
we will not be obligated to file more than two registrations relating to the
shares. If the registration statement to be filed pursuant to these registration
rights is pursuant to an underwritten offering, the managing underwriter may
reduce the shares to be included in the registration if, in the judgment of the
underwriter, the shares to be included would interfere with the successful
marketing of the offering. We have agreed to pay all expenses associated with
any registration of the common stock acquired pursuant to the exercise of the
warrants, except that the holders will be responsible for any applicable
underwriting discounts, commissions, or other transfer taxes.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Liberty
Transfer Co., Huntington, New York.

PLAN OF DISTRIBUTION

This prospectus relates to a total of 762,393 shares of common stock
currently outstanding or issuable to the selling stockholders upon exercise of
warrants. These shares may be sold from time to time by the selling
stockholders. As used in this prospectus, "selling stockholders" include
transferees, donees, pledgees, legatees, heirs, or legal representatives that
sell shares received from a named selling stockholder after the date of this
prospectus.

33
<PAGE>

The selling stockholders have advised us that they have not entered
into any agreements, understandings, or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders. At the time a particular offering of
common stock is made and to the extent required, the aggregate number of shares
being offered, the name or names of the selling stockholders, and the terms of
the offering, including the name of names of any underwriters, broker-dealers or
agents, any discounts, concessions or commissions and other terms constituting
compensation from the selling stockholders, and any discounts, concessions or
commissions allowed or reallowed or paid to broker-dealers, will be set forth in
an accompanying prospectus supplement.

Sales of the common stock offered hereby may be effected by or for the
account of the selling stockholders from time to time in transactions, which may
include block transactions, in the over-the-counter market, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to the prevailing market price, or at negotiated prices.
The selling stockholders may effect these transactions by selling the common
stock offered hereby directly to purchasers, through broker-dealers acting as
agents for the selling stockholders, or to broker-dealers that may purchase such
shares as principals and thereafter sell the shares from time to time in
transactions, which may include block transactions, in the over-the-counter
market, in negotiated transactions, through a combination of such methods of
sales or otherwise. In effecting sales, broker-dealers engaged by selling
stockholders may arrange for other broker-dealers to participate. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions, or commissions from the selling stockholders and/or the purchasers
of the common stock offered hereby for whom such broker-dealers may act as
agents or to whom they may sell as principals, or both. As to a particular
broker-dealer, such compensation might be in excess of customary commissions.

The selling stockholders may resell the shares of common stock being
registered for resale hereby

o in transactions that are exempt from registration under the
Securities Act, or

o as long as the registration statement there is a qualification
in effect under, or an available exemption from, any
applicable state securities law with respect to the resale of
such shares.

There is no assurance that any selling shareholder will sell any common
stock offered hereby, and any selling shareholder may transfer, devise or gift
the common stock by other means not described in this prospectus. For example,
in addition to selling pursuant to the registration statements of which this
prospectus is a part or to which it relates, the selling stockholders also may
sell under Rule 144.

The selling stockholders and any broker-dealers, agents, or
underwriters that participate with the selling stockholders in the distribution
of common stock offered hereby may be deemed to be "underwriters" within the
meaning of the Securities Act. Accordingly, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on the resale of the common stock offered hereby and
purchased by them, may be deemed to be underwriting commissions or discounts
under the Securities Act. We will not pay any compensation to any NASD member in
connection with this offering. Brokerage commissions, if any, attributable to
the sale of the shares of common stock offered hereby will be borne by the
selling stockholders.

We will not receive any proceeds from the sale of any shares of common
stock by the selling stockholders. We have agreed to bear all expenses, other
than selling commissions, in connection with the registration and sale of the
common stock being offered by the selling stockholders. We have agreed to
indemnify certain of the selling stockholders against certain liabilities under
the Securities Act. Each selling shareholder may indemnify any broker-dealer
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.

34
<PAGE>

To comply with the securities laws of certain jurisdictions, if
applicable, the shares of common stock offered hereby will be offered or sold in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the common stock offered hereby may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualifications requirement is available
and is complied with.

Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the common stock offered pursuant to this
prospectus may be limited in its ability to engage in market activities with
respect to the common stock. Without limiting the foregoing, each selling
shareholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including Regulation M. Those rules and
regulations may limit the timing of purchases and sales of any of the common
stock offered by the selling stockholders pursuant to this prospectus, which may
affect the marketability of the common stock offered hereby.

The selling stockholders also may pledge the shares of common stock
being registered for resale hereby to NASD broker/dealers pursuant to the margin
provisions of each selling shareholder's customer agreements with such pledgees.
Upon default by a selling shareholder, the pledgee may offer and sell shares of
common stock from time to time as described above.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be
passed upon by Greenberg Traurig, LLP, Phoenix, Arizona.

EXPERTS

The audited financial statements as of and for the year ended February
29, 2000 included in this prospectus and elsewhere in the registration statement
have been audited by L.L. Bradford & Company, independent public accountants, as
indicated in the report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.

The report of L.L. Bradford & Company covering the February 29, 2000
financial statements contains an explanatory paragraph that states that our
recurring losses from operations and net capital deficiency raise substantial
doubt about our ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.

The audited financial statements as of February 28, 1998 and 1999 and
for the years then ended included in this prospectus and elsewhere in this
registration statement have been audited by Bob Stephens & Associates, P.C.,
independent public accountants, as indicated in the report with respect thereto,
and are included herein in reliance upon the authority of said firm as experts
in giving said report.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We filed a registration statement on Form S-1 with the Securities and
Exchange Commission relating to the common stock offered by this prospectus.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules thereto. Statements
contained in this prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance we refer
you to the copy of such contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference. For further information with respect to PalmWorks, Inc. and the
common stock offered by this prospectus, we refer you to the registration
statement, exhibits, and schedules.

35
<PAGE>

Anyone may inspect a copy of the registration statement without charge
at the public reference facilities maintained by the Securities Exchange and
Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; the
Chicago Regional Office, Suite 1400, 500 West Madison Street, Citicorp Center,
Chicago, Illinois 60661; and the New York Regional Office, Suite 1300, 7 World
Trade Center, New York, New York 10048. 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., Washington, D.C.
20549, upon payment of the prescribed fees. The public may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-SEC-0330. The registration statement also is
available through the Securities and Exchange Coimmission's web site at the
following address: http://www.sec.gov.

36
<PAGE>

PALMWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS

Page
----
Report of Independent Certified Public Accountants........................ F-2

Consolidated Financial Statements

Consolidated Balance Sheets........................................ F-3

Consolidated Statements of Operations.............................. F-4

Consolidated Statement of Stockholders' Equity (Deficit)........... F-5

Consolidated Statements of Cash Flows.............................. F-6

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

<PAGE>

L.L. Bradford & Company
Certified Public Accountants & Consultants
2901 El Camino Avenue, Suite 105
Las Vegas, Nevada 89102
(702) 735-5030 facsimile (702) 735-4854

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
PalmWorks, Inc. (A Development Stage Company)
Houston, Texas

We have audited the accompanying consolidated balance sheets of PalmWorks, Inc.
(A Development Stage Company) as of February 29, 2000 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit. The
consolidated financial statements of PalmWorks, Inc. (A Development Stage
Company) as of February 28, 1999 and for the years ended February 28, 1999 and
1998 were audited by other auditors whose report dated December 20, 1999,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of PalmWorks, Inc. (A
Development Stage Company) as of February 29, 2000, and the results of its
activities and cash flows for the year then ended in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 11 to
the consolidated financial statements, the Company has not commenced its planned
operations and has suffered recurring losses with no revenues from operations,
all of which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 11. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ L.L. Bradford & Company

L.L. Bradford & Company
April 21, 2000
Las Vegas, Nevada

F-2
<PAGE>
Bob Stephens & Associates, P.C.
2825 Wilcrest, Suite 408
Houston, Texas 77042

Phone 713-339-3388
Fax 713-339-2355

INDEPENDENT AUDITORS' REPORT

Board of Directors
Titan Resources, Inc.
Houston, Texas

We have audited the accompanying balance sheets of Titan Resources, Inc., a New
York Corporation, and consolidated subsidiaries as of February 28, 1999 and the
related statements of income, changes in stockholders' equity and cash flows for
the years ended February 28, 1999 and 1998. These financial statements are the
responsibility of the management of Titan Resources, Inc. Our responsibility is
to express an opinion on these financial statements based On our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly in all
material respects, the financial position of Titan Resources, Inc., and
consolidated subsidiaries as of February 28, 1999 and the results of their
operations and cash flows forte years ended February 28, 1999 and 1998, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's significant operating loss raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Bob Stephens & Associates, P.C.

Houston, Texas
December 20, 1999, except for Note 12,
as to which the date is January 10, 2000

<PAGE>

PALMWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

February 29, February 28,
2000 1999
------------------- ------------------
ASSETS
<S> <C> <C>
Current assets
Cash $ 817,797 2,047
Due from related 10,000 -
---------------- --------------

Total current assets 827,797 2,047

Fixed assets, net 137,792 52,595

Other assets 155,000 595,000
--------------- --------------

Total assets $ 1,120,589 $ 649,642
=============== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

Accounts payable and accrued liabilities $ 193,650 $ 202,903
Due to related party 5,680 497,000
Notes payable -- 55,300
--------------- --------------
--
Total current liabilities 199,330 755,203

Total liabilities 199,330 755,203

Commitments and contingencies -- --

Stockholders' equity (deficit)

Preferred stock, $0.02 par value; 10,000,000 shares
authorized, no shares issued and outstanding -- --
Common stock, $0.02 par value; 50,000,000 shares
authorized, 14,900,031 and 444,045 issued and
outstanding for fiscal year 2000 and 1999, respectively 298,001 8,881
Additional paid-in capital 3,636,834 1,446,551
Accumulated deficit prior to the development stage (816,462) (816,462)
Accumulated deficit during the development stage (2,197,114) (744,531)
--------------- ---------------
Total stockholders' equity (deficit) 921,259 (105,561)
--------------- ---------------

Total liabilities and stockholders' equity (deficit) $ 1,120,589 $ 649,642
=============== ==============
</TABLE>

See Accompanying Notes to Financial Statements

F-3
<PAGE>
PALMWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the year ended
----------------------------------------------------------
February 29, February 28, February 28,
2000 1999 1998
------------------ ---------------- -------------------

<S> <C> <C> <C>
Revenue $ -- $ -- $ --
----------------- ---------------- ----------------

Operating expenses

Professional fees 263,493 144,583 --
Wages and payroll taxes 251,594 -- --
Contract labor -- 289,169 --
Stock based compensation 238,000 44,119 --
Depreciation 25,563 13,100 546
Interest expense 7,755 14,500 --
Advertising 4,070 76,685 --
General and administrative 224,725 317,828 19,252
----------------- ---------------- ----------------

Total operating expenses 1,015,200 899,984 19,798
----------------- ---------------- ----------------

Net loss from operations $ (1,015,200) $ (899,984) $ (19,798)

Other income (expense)
Forgiveness of debt -- 306,019 --
Related party bad debts -- (169,172) --
Interest income 2,617 -- --
Gain on sale of fixed assets -- 18,606 --
Loss on investments (440,000) -- --
------------------ ---------------- ----------------
Total other income (expense) (437,383) 155,453 --

Net loss before provision for income taxes (1,452,583) (744,531) (19,798)

Provision for income taxes -- -- --
----------------- ---------------- ----------------

Net loss $ (1,452,583) $ (744,531) $ (19,798)
================== ================= =================

Basic and diluted loss per common share $ (0.31) $ (2.37) $ (0.13)
================= ================ ================

Basic and diluted weighted average common shares
outstanding 4,661,865 314,737 156,115
================= ================ ================

</TABLE>

See Accompanying Notes to Financial Statements

F-4
<PAGE>
PALMWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Accumulated Accumulated
Common Stock Deficit Deficit Total
-------------------------- Additional Prior To The During The Stockholders'
Number of Paid-in Development Development Equity
Shares Amount Capital Stage Stage (Deficit)
---------- ---------- ------------- ------------ ------------ -------------

<S> <C> <C> <C> <C> <C> <C>
Balance, March 1, 1997 156,115 $ 3,122 $ 683,190 $ (796,664) $ -- $ (110,352)

Shareholder contribution -- -- 35,001 -- -- 35,001

Net loss -- -- -- (19,798) -- (19,798)
---------- ---------- ----------- ------------- ---------- -----------

Balance, February 28, 1998 156,115 3,122 718,191 (816,462) -- (95,149)

Common stock issued for assets 220,000 4,400 435,600 -- -- 440,000

Common stock issued for cash 56,000 1,120 248,880 -- -- 250,000

Common stock issued for expenses 11,930 239 43,880 -- -- 44,119

Net loss -- -- -- -- (744,531) (744,531)
---------- ----------- ------------ ------------ ------------ ------------

Balance, February 28, 1999 444,045 8,881 1,446,551 (816,462) (744,531) (105,561)

Common stock warrants issued for
expenses -- -- 50,000 -- -- 50,000

Common shares issued for cash 1,200,000 24,000 1,776,000 -- -- 1,800,000

Common shares issued for acquisition of
PalmWorks, Inc., a Nevada Corporation 3,650,000 73,000 (36,500) -- -- 36,500

Common shares issued for consulting
agreement 1,500,000 30,000 (15,000) -- -- 15,000

Common stock issued for expenses 123,986 2,480 170,520 -- -- 173,000

Common stock issued for principal
payments on debt 6,982,000 139,640 255,263 -- -- 394,903

Common stock warrants exercised at
$0.01 per share 1,000,000 20,000 (10,000) -- -- 10,000

Net loss -- -- -- -- (1,452,583) (1,452,583)
---------- ----------- ------------ ------------ ------------ ------------

Balance, February 29, 2000 14,900,031 $ 298,001 3,636,834 $ (816,462) $(2,197,114) $ 921,259
========== =========== ============ ============= ============ ===========
</TABLE>

See Accompanying Notes to Financial Statements

F-5
<PAGE>
PALMWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the year ended
---------------------------------------------------------
February 29, February 28, February 28,
2000 1999 1998
----------------- ---------------- ------------------
<S> <C> <C> <C>
Cash flows from operating activities:

Net loss $ (1,452,583) $ (744,531) $ (19,798)
Adjustments to reconcile net loss to net cash used by
operating activities:
Common stock issued for expenses 274,500 44,119 --
Gain on sale of equipment -- (18,606) --
Depreciation 25,563 13,100 546
Related party bad debts 169,172 --
Loss on investment 440,000 -- --
Forgiveness of debt (306,019) --
Changes in operating assets and liabilities:

Decrease in accounts receivable 304 --
Increase in due from related party (10,000)
Increase (decrease) in accounts payable and
accrued liabilities (9,253) 202,903 (174)
Increase (decrease) in due to related parties (96,417) 422,300 (15,749)
------------------ ---------------- -----------------
Net cash used by operating activities (828,190) (217,258) (35,175)

Cash flows from investing activities:

Purchase of fixed assets (110,760) (65,695) --
Purchase of other assets (125,000) --
Proceeds from sale of fixed assets 60,000 --
----------------- ---------------- ----------------
Net cash used in investing activities (110,760) (130,695) --

Cash flows from financing activities:

Proceeds from issuance of common stock 1,810,000 350,000 --
Proceeds from shareholder contribution -- -- 35,001
Principal payments on notes payable (55,300) -- --
------------------ ---------------- ----------------
Net cash provided by in financing activities 1,754,700 350,000 35,001
----------------- ---------------- ----------------

Net increase (decrease) in cash 815,750 2,047 (174)
Cash, beginning of period 2,047 -- 174
----------------- ---------------- ----------------

Cash, end of period $ 817,797 $ 2,047 $ --
================= ================ ================

Schedule of non-cash financing activities:
Principal payments on notes payable through the
issuance of common stock $ 394,903 $ -- $ --
================= ================ ================
Common stock issued for the acquisition of assets $ -- $ 440,000 $ --
================= ================ ================
</TABLE>
See Accompanying Notes to Financial Statements

F-6
<PAGE>

PALMWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS, HISTORY and summary of significant accounting policies
----------------------------------------------------------------

Business - PalmWorks, Inc. (hereinafter referred to as the "Company" or
"PalmWorks") is a development stage company that plans to provide wireless
Internet access to users of wide variety hand-held personal digital
assistants, or PDAs. The Company's future services will provide potential
subscribers:

o real-time information services such as news, weather, sports, and
stock quotes formatted for use by PDAs; and

o access to online applications in order to perform time-critical
activities such as execute stock trades, order medical
prescription refills, check and update work schedules and time
reports, and manage real-time sales or client account
information.

History - PalmWorks, formerly known as Titan Resources, Inc. was organized
under the laws the State of New York in June 1971 under the name The Bolton
Group, Ltd. The Company underwent several name changes until June 1994,
when it changed its name to Titan Resources, Inc. In March 1998, the
Company entered into an asset purchase agreement with Mobilelink
Communications, Inc. ("Mobilelink") (a related party entity owned by a
stockholder of the Company), for the rights and title to all Mobilelink's
intellectual property (software and other intangibles) in exchange for
220,000 (post 1-for-100 reverse stock split) common shares of the Company.

In September 1999, the Company's Board of Directors adopted a resolution
whereby it approved a 1-for-100 reverse stock split of the issued and
outstanding shares of common stock. Accordingly, the accompanying financial
statements have been retroactively restated to reflect the 1-for-100
reverse stock split as if such reverse stock split occurred as of the
Company's date of inception.

In October 1999, the Company acquired all the capital stock of PalmWorks,
Inc., a non-operating privately held Nevada corporation (PalmWorks-Nevada),
in exchange for 3,650,000 shares of the Company's common stock pursuant to
a tax free stock-for-stock acquisition. The combination of PalmWorks-Nevada
has been accounted for in a manner similar to a pooling of interests, as
the companies were under common control.

Under generally accepted accounting principles, the acquisition of
PalmWorks-Nevada is considered to be a reorganization in substance, rather
than a business combination since PalmWorks-Nevada had no assets,
liabilities or operations, and the Company has since re-domiciled in the
State of Nevada through PalmWorks-Nevada, as further discussed in Note 12.
Accordingly, the accounting for the acquisition has been accounted for at
historical cost in a manner similar to a pooling of interests ("as-if
pooling of interest accounting"), and no goodwill was recorded.

The acquisition of intellectual property from Mobilelink in March 1998
established a new business for the Company. Therefore, the Company is
considered to be a development stage company since its planned principal
operations have not commenced.

Principles of consolidation - The consolidated financial statements include
the accounts of the Company and its subsidiaries. All significant
intercompany balances and transactions have been eliminated in
consolidation.

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.

F-7
<PAGE>

1. BUSINESS, HISTORY and summary of significant accounting policies (continued)
----------------------------------------------------------------

Fixed assets - Fixed assets are stated at cost less accumulated
depreciation. Depreciation is provided principally on the straight-line
method over the estimated useful lives of the assets, which are generally 3
to 5 years. The cost of repairs and maintenance is charged to expense as
incurred. Expenditures for property betterments and renewals are
capitalized. Upon sale or other disposition of a depreciable asset, cost
and accumulated depreciation are removed from the accounts and any gain or
loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful lives of fixed
assets or whether the remaining balance of fixed assets should be evaluated
for possible impairment. The Company uses an estimate of the related
undiscounted cash flows over the remaining life of the fixed assets in
measuring their recoverability.

Earnings (loss) per share - Basic earnings (loss) per share excludes any
dilutive effects of options, warrants and convertible securities. Basic
earnings (loss) per share is computed using the weighted-average number of
outstanding common shares during the applicable period. Diluted earnings
per share is computed using the weighted average number of common and
common stock equivalent shares outstanding during the period. Common stock
equivalent shares are excluded from the computation if their effect is
antidilutive.

Comprehensive income - The Company has no components of other comprehensive
income. Accordingly, net income (loss) equals comprehensive income for all
periods.

Advertising costs - The Company recognizes advertising expenses in
accordance with Statement of Position 93-7 "Reporting on Advertising
Costs." Accordingly, the Company expenses the costs of producing
advertisements at the time production occurs, and expenses the costs of
communication advertising in the period in which the advertising space or
airtime is used. Internet advertising expenses are recognized based on the
terms of the individual agreements, generally over the greater of the ratio
of the number of impressions delivered over the total number of contracted
impressions, or a straight-line basis over the term of the contract.
Advertising costs were incurred for the years ended February 29, 2000,
February 28, 1999 and 1998, in the amounts of $4,070, $76,685 and $--,
respectively.

Stock-based compensation - The Company accounts for stock-based employee
compensation arrangements in accordance with provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of Statements of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." Under APB No. 25, compensation expense is based on the
difference, if any, on the date of the grant, between the fair value of the
Company's common stock and the exercise price. The Company accounts for
stock issued to non-employees in accordance with the provisions of SFAS No.
123 and the Emerging Issues Task Force ("EITF") Issue No. 96-18.

Income taxes - The Company accounts for its income taxes in accordance with
SFAS No. 109, which requires recognition of deferred tax assets and
liabilities for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.

F-8
<PAGE>

1. BUSINESS, HISTORY and summary of significant accounting policies (continued)
----------------------------------------------------------------

Impairment of long-lived assets to be disposed - The Company continually
monitors events and changes in circumstances that could indicate carrying
amounts of long-lived assets may not be recoverable. When such events or
changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying
value of such assets will be recovered through undiscounted expected future
cash flows. If the total of the future cash flows is less than the carrying
amount of those assets, the Company recognizes an impairment loss based on
the excess of the carrying amount over the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or the
fair value less costs to sell.

Recent accounting pronouncements - In June 1998, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivatives
and Hedging Activities." SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. In
July 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133," which deferred the effective date until the first
fiscal quarter ending on or after June 30, 2000. The Company will adopt
SFAS No. 133 in its quarter ending May 31, 2000. The Company has not
engaged in significant hedging activities or invested in derivative
instruments.

Recent accounting pronouncements (continued) - In December 1999, the
Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No. 101
provides guidance for revenue recognition under certain circumstances. The
Company believes that the implementation of SAB No. 101 will not have a
material impact on its consolidated financial statements.

In November 1999, the EITF commenced discussions on EITF No. 99-17,
"Accounting for Advertising Barter Transactions." The EITF provides
guidance on the recognition of Internet barter advertising revenues and
expenses under various circumstances. The EITF reached a conclusion that
revenues and expenses from advertising barter transactions should be
recognized at the fair value of the advertising surrendered or received
only when an entity has a historical practice of receiving or paying cash
for similar advertising transactions. The Company does not expect that the
adoption of EITF No. 99-17 will not have a material impact on its
consolidated financial statements.

Reclassifications - Certain prior year balances have been reclassified to
conform to the current year presentation.

2. Fixed assets
------------

Fixed assets consist of the following:

February 29, February 28,
2000 1999
--------------- ----------------

Furniture and fixtures $ 37,886 $ 15,808
Computers, equipment and software 138,569 49,887
--------------- ----------------

176,455 65,695
Less: accumulated depreciation 38,663 13,100
--------------- ----------------

Fixed assets, net $ 137,792 $ 52,595
=============== ================

F-9
<PAGE>

3. OTHER ASSETS
------------

Other assets totaling $155,000 at February 29, 2000, consists of
capitalized working interest in a petroleum exploration permit recorded at
historical cost.

Other assets totaling $595,000 at February 28, 1999, consist of capitalized
working interest in a petroleum exploration permit of $155,000 and an
investment in intellectual property of $440,000, both recorded at
historical cost.

For the years ended February 29, 2000, and February 28, 1999, amortization
expenses have not been recorded for the capitalized working interest in the
petroleum permit since revenues have not been recognized for these periods.
Management believes that this capitalized working interest in a petroleum
exploration permit will provide future revenue benefits. Accordingly, these
costs will be amortized in the related periods when such revenues are
generated.

For the year ended February 29, 2000, the Company had written-off its
investment in intellectual property and recorded a loss on investment of
$440,000 based upon management's evaluation that such investment is a
non-viable asset with no future benefits.

4. Related party transactions
--------------------------

As of February 29, 2000, the balance due from related party totaling
$10,000 consisted of amounts loaned to a stockholder of the Company,
bearing no interest, and due August 2000.

As of February 29, 2000, the balance due to related party totaling $5,680
consisted of advances from Northwest Capital Partners, LLC (an entity
wholly owned by a director and stockholder of the Company), bearing no
interest, and due August 2000.

As of February 28, 1999, due to related party totaling $497,000 consisted
of advances from Northwest Capital Partners, LLC (an entity wholly owned by
a director and stockholder of the Company) in the amount of $187,500; and
$309,500 from various stockholders of the Company.

5. Notes payable
-------------

Notes payable totaling $55,300 as of February 28, 1999, were due to various
individuals with an imputed interest rate of 18%, and repayments were made
in fiscal year 2000.

6. STOCKHOLDERS' EQUITY
--------------------

Stock options - The Company currently does not have any formal stock option
plans. At the discretion of the Company's Board of Directors, stock option
grants have been awarded to certain officers, employees, and non-employees.
The outstanding options granted as of February 29, 2000, have a term of 4
years from the date of grant for options to the officers and employees, and
a term that ranges from 4 to 5 years from the date of grant for options to
non-employees. Options granted to the officers, employees, and
non-employees generally vest and become exercisable with the following
vesting schedule: 20% at the date of employment, 20% every six months, and
fully vested in two years.

F-10
<PAGE>

6. STOCKHOLDERS' EQUITY (continued)
--------------------

Stock option activity - The following table summarizes the Company's stock
option activity:

Number Weighted
Of Average
Shares Exercise Price

Balance, March 1, 1997 -- $ --
Options granted and assumed -- --
Options canceled -- --
Options exercised -- --
-------------- ----------------
Balance, February 28, 1998 -- --
Options granted and assumed 1,893 27.94
Options canceled -- --
Options exercised -- --
-------------- ----------------
Balance, February 28, 1999 1,893 27.94
Options granted and assumed 2,650,000 1.19
Options canceled -- --
Options exercised 1,000,000 0.01
-------------- ----------------

Balance, February 29, 2000 1,651,893 $ 1.22
============== ================

The following table summarizes information about options outstanding and
exercisable at February 29, 2000:

<TABLE>
<CAPTION>
Shares Underlying Options Outstanding Shares Underlying
------------------------------------------------- Options Exercisable
Weighted ------------------------------
Shares Average Shares
Underlying Remaining Weighted Underlying Weighted
Range of Options Contractual Average Options Average
Exercise Prices Outstanding Life Exercise Price Exercisable Exercise Price
----------------- ----------- ----------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
$23.00 - $32.00 1,893 4.0 years $ 27.94 1,893 $ 27.94
$ 1.00 - $2.50 1,650,000 5.0 years $ 1.19 1,650,000 $ 1.19
----------- ---------- --------- --------- ---------

$ 1.00 - $32.00 1,651,893 4.5 years $ 1.22 1,651,893 $ 1.22
=========== ========== ========= ========= =========
</TABLE>

Pro forma disclosure - SFAS No. 123 requires companies that follow APB No.
25 to provide a pro forma disclosure of the impact of applying the fair
value method of SFAS No. 123. Accordingly, had compensation cost been
recognized based on the fair value of options granted at the date of grant
in 2000 and 1999, the pro forma amounts of the Company's net loss and net
loss per share for the years ended February 29, 2000, February 28, 1999,
and 1998 would have been as follows:

<TABLE>
<CAPTION>
February 29, February 28, February 28,
2000 1999 1998
---------------- --------------- --------------
<S> <C> <C> <C>
Net loss - as reported $ (1,452,583) $ (744,531) $ (19,798)
Net loss - pro forma $ (6,049,570) $ (748,284) $ (19,798)
Basic and diluted loss per share - as reported $ (0.31) $ (2.37) $ (0.01)
Basic and diluted loss per share - pro forma $ (1.30) $ (2.38) $ (0.01)
</TABLE>

F-11
<PAGE>

6. STOCKHOLDERS' EQUITY (continued)
--------------------

Pro forma disclosure (continued) - The fair value for each option granted
was estimated at the date of grant using the Black-Scholes option pricing
model, assuming no expected dividends and the following weighted average
assumptions:

<TABLE>
<CAPTION>
February 29, February 28, February 28,
2000 1999 1998
---------------- --------------- ----------------
<S> <C> <C>
Average risk-free interest rates 5.5% 4.7% --
Average expected life (in years) 4.5 5 --
Volatility 60% 60% --
</TABLE>

The weighted average fair value of options granted with exercise prices at
the current fair value of the underlying stock during 2000 and 1999 were
$4,596,987 and $3,753, respectively. During 2000 and 1999, some options
were granted with exercise prices that were below the current fair value of
the underlying stock. The weighted average fair value of options granted
with exercise prices below the current fair value of the underlying stock
during 2000 and 1999 were $4,539,255 and $0.00, respectively. Compensation
expense that is recognized in providing pro forma disclosures might not be
representative of the effects on pro forma earnings for future years
because SFAS No. 123 does not apply to stock option grants made prior to
1995.

7. Stock-based compensation
------------------------

Stock-based compensation is comprised of consideration for past services
which must be classified as compensation expense rather than as a component
of expense classification under generally accepted accounting principles.
The following table shows the amounts of stock-based compensation that
would have been recorded under the following income statement categories
had stock-based compensation not been separately stated in the Consolidated
Statements of Operations:

<TABLE>
<CAPTION>
February 29, February 28, February 28,
2000 1999 1998
---------------- --------------- ----------------
<S> <C> <C> <C>
Consulting $ 185,500 $ -- $ --
Loan fees -- 20,000 --
Legal expenses 52,500 24,119 --
---------------- --------------- ----------------

$ 238,000 $ 44,119 $ --
================ =============== ================
</TABLE>

8. FORGIVENESS OF DEBT
-------------------

As of February 28, 1999, the Company recorded a forgiveness of debt
totaling $306,019, which originated in the 1996 acquisition agreement with
Ponder Industries.

9. Income taxes
------------
The Company did not record any current or deferred income tax provision or
benefit for any of the periods presented due to continuing net losses and
nominal differences.

The Company has provided a full valuation allowance on the deferred tax
asset, consisting primarily of net operating losses, because of uncertainty
regarding its realizability.

F-12
<PAGE>

9. Income taxes (continued)
------------

As of February 29, 2000, the Company had a net operating loss of
approximately $1,500,000. Utilization of the net operating loss, which
begins to expire at various times starting in 2009, may be subject to
certain limitations under Section 382 of the Internal Revenue Code of 1986,
as amended, and other limitations under state and foreign tax laws. To the
extent that net operating losses, when realized, relate to stock option
deductions of approximately $50,000, the resulting benefits will be
credited to the stockholders.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets are
approximately as follows:

<TABLE>
<CAPTION>
February 29, February 28, February 28,
2000 1999 1998
---------------- --------------- ----------------
<S> <C> <C> <C>
Net operating loss $ (1,452,583) $ (744,531) $ (19,798)
Depreciation -- -- --
---------------- --------------- ----------------
Total deferred tax assets (1,452,583) (744,531) (19,798)
Valuation allowance for deferred tax assets 1,452,583 744,531 19,798
----------------- --------------- ----------------

Net deferred tax assets $ -- $ -- $ --
================ =============== ================
</TABLE>

10. Fair value of financial instruments
-----------------------------------

The carrying amounts of cash, accounts payable, accrued liabilities, due
to/from related parties, and notes payable approximate fair value because
of the short-term maturity of these instruments.

11. Commitments and contingencies
-----------------------------

Operating leases - The Company operates from a leased facility under a
noncancellable operating lease. For the years ended February 29, 2000,
February 28, 1999 and 1998, total rent expense for the leased facility
approximated $78,179, $78,179, and $50,956, respectively.

Future minimum rental payments required under the operating lease for the
facility as of February 29, 2000 are as follows:

Years
-----
2001 $ 78,179
2002 32,575
----------------

Total $ 110,754
================

Litigations - The Company is a defendant in various lawsuits incurred in
the normal course of business. In the opinion of management, after
consulting with legal counsel, the liabilities, if any, resulting from
these matters will not have a material effect on the consolidated financial
statements of the Company.

F-13
<PAGE>

12. Going Concern
-------------

The Company incurred a net loss of approximately $1,500,000 for the year
ended February 29, 2000. The Company has not commenced its planned
operations and has recurring net losses along with no recorded revenues.
Those factors create an uncertainty about the Company's ability to continue
as a going concern. The Company's management has developed a plan to
complete the development of technology products and services to generate
future revenues. The Company will also seek additional sources of capital
through equity or debt offering, but there can be no assurance that the
Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

13. Subsequent events
-----------------

In March 2000, the Company signed a letter-of-intent with Excellular
Incorporated ("Excellular") and Covault Corporation ("Covault") whereby the
Company will acquire all the outstanding capital stock of PDA Data, an
entity owned by Excellular and Covault, in exchange for 400,000 shares of
the Company's common stock.

In April 2000, the Company re-domiciled from the State of New York to the
State of Nevada under a plan and agreement filed in both states whereby the
named surviving corporation is PalmWorks-Nevada. As a result of the merger,
the Company's articles of incorporation provide for 25,000,000 shares of
commons stock authorized for issuance at a par value of $.001 per share.
Accordingly, all past, present and future business activities will be
transacted through PalmWorks-Nevada as the surviving corporation.

The Company's common stock is currently quoted on the Over-the-Counter
Bulletin Board ("OTCBB") operated by the National Association of Securities
Dealers. On April 7, 2000, the OTCBB changed the Company's symbol from
"PMWK" to "PMWKE" after an initial evaluation by the OTCBB for compliance
with the OTCBB eligibility rule. The trading symbols of securities whose
issuers were not deemed compliant at that time with the OTCBB Eligibility
Rule, including the Company's symbol, were appended with an "E." The OTCBB
eligibility rule provides that no issuer may be quoted on the OTCBB unless
it is a reporting company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. The Company is in the process of filing a Form S-1
registration statement, along with a Form 8-A with the SEC to try and meet
the OTCBB Eligibility Rule. However, if the Company is not successful in
meeting this requirement by the required compliance date of May 4, 2000,
the Company will no longer be eligible for quotation on the OTCBB after
that date, unless the Company is able to secure a waiver. If the Company's
common stock is no longer quoted on the OTCBB, the Company believes that
its common stock may be published in the "pink sheets," which does not
provide real time quotes.

In April 2000, the Company consummated a loan agreement with Northwest
Capital Partners, LLC (an entity owned by a director and shareholder of the
Company), whereby the LLC will provide the Company the ability to borrow up
to $1,000,000 as a revolving loan. The loan will be secured by the
Company's assets, with interest to be paid monthly at the prime lending
rate, and any outstanding principal balance will be due in full in January
2002.

F-14
<PAGE>

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

<S> <C>
You should rely only on the information contained in 762,393 Shares of
this prospectus. We have not authorized anyone to Common Stock
provide you with information different from that
contained in this prospectus. We are offering to
sell, and seeking offers to buy, shares of common
stock only in jurisdictions where offers and sales
are permitted. The information contained in this
prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of
this prospectus or of any sale of our common stock.

PALMWORKS, INC.

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

Page

Prospectus Summary.............................
Risk Factors...................................
Forward Looking Statements.....................
Use of Proceeds................................
Price Range of Common Stock....................
Dividend Policy................................
Selected Financial Data........................ ________________
Management's Discussion and
Analysis of Financial Condition P R O S P E C T U S
and Results of Operations................... ________________
Business ....................................
Management ....................................
Executive Compensation.........................
Principal and Selling Stockholders.............
Certain Transactions...........................
Description of Securities......................
Plan of Distribution...........................
Legal Matters..................................
Experts ....................................
Where You Can Find Additional Information......
Index to Consolidated Financial Statements..... ___________________, 2000

- ------------------------------------------------------- -----------------------------------------------------
</TABLE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses in connection with the
offering described in the Registration Statement.

SEC registration fee................................. $ 931
Accountants' fees and expenses....................... *
Legal fees and expenses.............................. *
Printing and engraving expenses...................... *
Miscellaneous fees................................... *
-------
Total........................................... $ *
=======

- ---------------
* To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Section 78.751 of the Nevada General Corporation Law provides that the
articles of incorporation, the bylaws, or an agreement made by the company may
provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit, or proceeding must be paid by the company as
they are incurred and in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that the officer or director is not entitled to be
indemnified by the company. This indemnity and advancement of expenses may not
be made to or on behalf of any director if a final adjudication establishes that
the director's or officer's acts or omissions involved intentional misconduct,
fraud, or a knowing violation of the law and was material to the cause of
action.

o in a criminal proceeding;

o in civil proceedings where the executive is the plaintiff; or

o to the extent it is finally adjudicated that the executive did
not act in good faith and with the reasonable belief that the
executives' actions were appropriate in the discharge of his or
her duties to our company.

Item 15. Recent Sales of Unregistered Securities.

During March 1998, we entered into an asset purchase agreement with
Mobilelink Communications, Inc., to purchase the rights and title to all of
Mobilelink's intellectual property in exchange for 220,000 shares of common
stock and 5% of the gross sales of licenses of the intellectual property. If the
gross sales from products or services related to the purchased intellectual
property did not equal at least $200,000 within 24 months from the date of the
purchase, then the acquired assets were to be returned to Mobilelink. We did not
meet the sales requirements specified in the asset purchase agreement, and we
are making plans to return the assets to Mobilelink. We issued the shares of
common stock without registration under the Securities Act in reliance on the
exemption provided by Section 4(2) of the Act as a transaction by an issuer not
involving a public offering.

II-1
<PAGE>

During May 1998, we issued to one accredited investor 10,000 shares of
common stock at a price of $2.00 per share to reimburse this investor for legal
fees paid on behalf of our company.

During May 1998, we issued to an attorney 549 shares of common stock in
consideration for legal services rendered to our company. We issued the shares
of common stock without registration under the Securities Act in reliance on the
exemption provided by Rule 504 of Regulation D promulgated thereunder as a
transaction by an issuer not involving a public offering.

During September 1998, we issued to four accredited investors an
aggregate of $250,000 principal amount of convertible notes. In connection with
the notes, we issued to these investors warrants to purchase 893 shares of
common stock at exercise prices ranging from $23.00 to $27.00 per share. The
notes bore interest at 6% per annum, payable quarterly in cash or in shares of
our common stock. The notes were convertible into shares of our common stock at
any time prior to June 1999, the maturity date of the notes. The conversion
price of the notes was based on 66 2/3% of the closing bid price of our common
stock on the trading day immediately prior to the date the conversion notice was
received. In connection with the transaction, we issued to one investor as a
document preparation fee warrants to purchase 1,000 shares of common stock at an
exercise price of $32.00 per share. Holders converted $100,000 principal amount
of the notes into 8,000 shares of common stock during September 1998. The
remaining $150,000 principal amount of notes were outstanding as of January
2000, at which time all of the holders converted the notes into 45,570 shares of
common stock. We have accrued approximately $12,000 of interest on the notes
that has not yet been paid. We issued the notes and warrants without
registration under the Securities Act in reliance on the exemption provided by
Rule 504 of Regulation D promulgated thereunder as a transaction by an issuer
not involving a public offering.

During November 1998, we issued 1,381 at a price of $11.00 per share to
an attorney in consideration for legal services rendered to our company. We
issued these shares without registration under the Securities Act in reliance on
the exemption provided by Section 4(2) of the Securities Act as a transaction by
an issuer not involving a public offering.

During February 1999, we issued to six accredited investors an
aggregate of approximately $522,000 principal amount of unsecured notes. The
notes do not bear interest and became due in February 2000. The notes are
renewable. We issued the notes without registration under the Securities Act in
reliance on the exemption provided by Rule 504 of Regulation D promulgated
thereunder as a transaction by an issuer not involving a public offering.

During September 1999, we entered into a three-year consulting
agreement under which Northwest Capital Partners, LLC agreed to provide us with
financial advice and assist us in arranging financing for our business
operations. In connection with the consulting agreement, we issued to Northwest
1,500,000 shares of common stock in exchange for achieving certain milestones
outlined in the agreement. In addition, we granted Northwest options to purchase
1,000,000 shares of common stock at an exercise price of $0.01 per share. During
February 2000, Northwest exercised all 1,000,000 options. We issued the shares
and options and the shares issued upon exercise of the options in reliance on
the exemption provided by Section 4(2) of the Securities Act as a transaction by
an issuer not involving a public offering.

During October 1999, we issued to 15 accredited investors an aggregate
of 6,282,000 shares of common stock at a price of $0.01 per share for an
aggregate consideration of $62,820. In connection therewith, we issued to an
attorney 25,000 shares of common stock at $0.50 per share in connection with
legal services rendered with respect to this transaction. We issued these shares
without registration under the Securities Act in reliance on the exemption
provided by Rule 504 of Regulation D promulgated thereunder as a transaction by
an issuer not involving a public offering.

II-2
<PAGE>

During October 1999, we issued to three consultants 60,000 shares of
common stock at $1.875 per share in consideration for programming consulting
services rendered to our company. We issued these shares without registration
under the Securities Act in reliance on the exemption provided by Section 4(2)
of the Securities Act as a transaction by an issuer not involving a public
offering.

During October 1999, we agreed to allow Northwest and one other
accredited investor to convert approximately $332,000 of notes payable into an
aggregate of 700,000 shares of common stock at $0.47 per share. We issued these
shares without registration under the Securities Act in reliance on the
exemption provided by Section 4(2) of the Securities Act as a transaction by an
issuer not involving a public offering.

During October 1999, we issued to an attorney 20,000 shares of common
stock at $0.50 per share in connection with legal services rendered to our
company.

During October 1999, in connection with an acquisition agreement, we
issued to two previous shareholders of PalmWorks, Inc., a Nevada corporation an
aggregate of 3,650,000 shares of common stock representing all of the issued and
outstanding stock of that company in exchange for 3,650,000 shares of our common
stock. We issued these shares without registration under the Securities Act in
reliance on the exemption provided by Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering.

During November 1999, we issued 19,000 shares of common stock at $2.00
per share to four consultants and advisors in consideration for services
rendered to our company. We issued these shares without registration under the
Securities Act in reliance on the exemption provided by Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering.

During February 2000, we issued to four accredited investors 1,200,000
shares of common stock at $1.50 per share, or an aggregate offering price of
$1,800,000. We issued these shares without registration under the Securities Act
in reliance on the exemption provided by Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer
not involving a public offering.

Item 16. Exhibits.

Exhibit No. Description of Exhibit
- ----------- ----------------------

2.1 Acquisition Agreement dated October 28, 1999 by between and among the
Registrant (as Titan Resources, Inc.), and Palm Works, Inc.*
2.2 Agreement of Merger and Plan of Merger and Reorganization dated April
17, 2000 by and between Palm Works, Inc., a New York corporation and
the Registrant.*
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
4.1 Specimen of Common Stock Certificate*
5 Opinion of Greenberg Traurig, LLP*
10.1 Lease Agreement dated July 1, 1998 between the Registrant and American
National Insurance Company*
10.2 Consulting Agreement dated September 28, 1999 between the Registrant
and Northwest Capital Partners, L.L.C.
10.3 Compensation Agreement dated October 28, 1999 between the Registrant
and James T. Voss
10.4 Compensation Agreement dated October 28, 1999 between the Registrant
and Ellen S. Eckler
10.5 Loan Agreement and Revolving Note between the Registrant and Northwest
Capital Partners, L.L.C.*
23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5)*
23.2 Consent of L.L. Bradford & Company
23.3 Consent of Bob Stephens & Associates, P.C.

II-3
<PAGE>

23.4 Consent of Advisory Board members
24 Power of Attorney of Directors and Executive Officers (included on
Signature Page of the Registration Statement)
27.1 Financial Data Schedule for Fiscal Year Ended February 28, 1998
27.2 Financial Data Schedule for Fiscal Year Ended February 28, 1999
27.3 Financial Data Schedule for Fiscal Year Ended February 29, 2000

- ---------------
* To be filed by amendment.

Item 17. Undertakings.

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 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.

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:

(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

2.) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

The undersigned registrant also hereby undertakes that:

1.) For determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as
of the time it was declared effective.

2.) For determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus such 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.

II-4
<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 S-1 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of League
City, state of Texas, on May 3, 2000.

PALMWORKS, INC.

By: /s/ James T. Voss
--------------------------------------
James T. Voss
Chairman of the Board of Directors,
Chief Executive Officer, and President
(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints jointly and severally, James T. Voss and
Ellen S. Eckler, and each one of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this registration statement, and to sign any
registration statement and amendments thereto for the same offering pursuant to
Rule 462(b) under the Securities Act of 1933, 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 connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all which said attorneys-in-fact and agents, or
any of them, or their or his or her substitute or substitutes, may lawfully do,
or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

/s/ James T. Voss. Chairman of the Board of Directors, May 3, 2000
- --------------------------- Chief Executive Officer,
James T. Voss and President
(Principal Executive Officer)

/s/ Ellen S. Eckler Executive Vice President, May 3, 2000
- --------------------------- Chief Financial
Ellen S. Eckler Officer, Secretary, and Director
(Principal Financial and Accounting
Officer)

/s/ Brent Nelson.. Director May 3, 2000
- ---------------------------
Brent Nelson

II-5
<PAGE>

EXHIBIT INDEX

Exhibit No. Description of Exhibit
- ----------- ----------------------

2.1 Acquisition Agreement October 28, 1999 by between and among the
Registrant (as Titan Resources, Inc.), and Palm Works, Inc.*
2.2 Agreement of Merger and Plan of Merger and Reorganization dated April
17, 2000 by and between Palm Works, Inc., a New York corporation and
the Registrant.*
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
4.1 Specimen of Common Stock Certificate*
5 Opinion of Greenberg Traurig, LLP*
10.1 Lease Agreement dated July 1, 1998 between the Registrant and American
National Insurance Company*
10.2 Consulting Agreement dated September 28, 1999 between the Registrant
and Northwest Capital Partners, L.L.C.
10.3 Compensation Agreement dated October 28, 1999 between the Registrant
and James T. Voss
10.4 Compensation Agreement dated October 28, 1999 between the Registrant
and Ellen S. Eckler
10.5 Loan Agreement and Revolving Note between the Registrant and Northwest
Capital Partners, L.L.C.*
23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5)*
23.2 Consent of L.L. Bradford & Company
23.3 Consent of Bob Stephens & Associates, P.C.
23.4 Consent of Advisory Board members
24 Power of Attorney of Directors and Executive Officers (included on
Signature Page of the Registration Statement)
27.1 Financial Data Schedule for Fiscal Year Ended February 28, 1998
27.2 Financial Data Schedule for Fiscal Year Ended February 28, 1999
27.3 Financial Data Schedule for Fiscal Year Ended February 29, 2000

- ---------------
* To be filed by amendment.

II-6

ARTICLES OF INCORPORATION
OF
PALM WORKS, INC.

The undersigned, being of legal age, in order to form a corporation
under and pursuant to the laws of the State of Nevada, do hereby set forth as
follows:

FIRST: The name of the corporation is:

PALM WORKS, INC.

SECOND: The address of the resident agent of this corporation in this
state is c/o United Corporate Services, Inc., 202 South Minnesota Street, in the
City of Carson City, State of Nevada 89703 and the name of the resident agent at
said address is United Corporate Services, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the corporation laws of
the State of Nevada.

FOURTH: The corporation shall be authorized to issue the following
shares:

Class Number of Shares Par value
----- ---------------- ---------
COMM0N 25,000,000 $.001

FIFTH: The number of directors constituting the initial Board of
Directors is two (2); and the name and address of the initial Board of
Directors, to serve until the first annual meeting of shareholders, or until the
successors are elected and qualify, are as follows:

NAME ADDRESS
---- -------
Michael A. Barr l0 Bank Street
White Plains New York 10606

Robert F. Gilhooley 10 Bank Street
White Plains, New York 10606

SIXTH: The names and addresses of the incorporators are as follows:

NAME ADDRESS
---- -------
Michael A. Barr 10 Bank Street
White Plains, New York 10606

Robert F. Gilhooley 10 Bank Street
White Plains, New York 10606

SEVENTH: The period of duration of the corporation shall be perpetual.

EIGHTH: The corporation may, to the fullest extent permitted by Section
78.751 of the Nevada General Corporation Law, indemnify any and all directors
and officers whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matter referred to in
or covered by such section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which the persons so indemnified
may be entitled under any By-Law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity by holding office, and shall continue as to
a person who has ceased to be a director or officer ad shall inure to the
benefits of the heirs, executors and administrators of such a person.

IN WITNESS WHEREOF, the undersigned hereby execute this document and
affirm that the facts set forth herein are true under the penalties of perjury
this twenty-sixth day of July, 1999.

/s/ MICHAEL A. BARR
----------------------------------
Michael A. Barr, Incorporator

/s/ ROBERT F. GILHOOLEY
----------------------------------
Robert F. Gilhooley, Incorporator

<PAGE>

CERTIFICATE OF CORRECTION
OF THE
ARTICLES OF INCORPORATION
OF
PALM WORKS, INC.

FIRST: The name of the corporation is Palm Works, Inc.

SECOND: The Articles of Incorporation of Palm Works, Inc. were filed on
August 3, 1999.

THIRD: The Articles of Incorporation were incorrect in that the name of
the corporation was inadvertently stated as Palm Works, Inc. instead of
PalmWorks, Inc. Accordingly, Article FIRST of the Articles of Incorporation is
hereby corrected to read in its entirety as follows:

"FIRST: The name of the corporation is PalmWorks, Inc."

IN WITNESS WHEREOF, the undersigned has executed this document and
affirms that the facts set forth herein are true under the penalties of perjury
this 16th day of December, 1999.

/s/ Ellen S. Eckler
-----------------------------------------
Ellen S. Eckler, Executive Vice President

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

AMENDED AND RESTATED BYLAWS
OF
PALMWORKS, INC.
a Nevada corporation
Adopted as of April 20, 2000

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

<PAGE>
PALMWORKS, INC.
AMENDED AND RESTATED BYLAWS
TABLE OF CONTENTS

Page

ARTICLE I
Offices

Section 1. Principal Office.........................................1
Section 2. Other Offices............................................1

ARTICLE II
Meetings of Stockholders

Section 1. Place of Meetings........................................1
Section 2. Annual Meetings..........................................1
Section 3. Special Meetings.........................................1
Section 4. Notice of Meetings.......................................1
Section 5. Purpose of Meetings......................................2
Section 6. Quorum...................................................2
Section 7. Record Date..............................................2
Section 8. Voting...................................................2
Section 9. Consent of Stockholders in Lieu of Meeting...............3

ARTICLE III
Directors

Section 1. Powers...................................................3
Section 2. Number and Term of Office................................3
Section 3. Place of Meetings........................................3
Section 4. Annual Organizational Meeting............................3
Section 5. Regular Meetings.........................................4
Section 6. Special Meetings.........................................4
Section 7. Quorum...................................................4
Section 8. Committees...............................................4
Section 9. Action of Directors in Lieu of Meeting...................4
Section 10. Compensation.............................................5

ARTICLE IV
Notices

Section 1. Notice, What Constitutes.................................5
Section 2. Waiver of Notice.........................................5

<PAGE>

ARTICLE V
Officers

Section 1. Number and Qualifications................................5
Section 2. Compensation.............................................6
Section 3. Term of Office...........................................6
Section 4. Subordinate Officers, Committees and Agents..............6
Section 5. The President............................................6
Section 6. The Vice President.......................................6
Section 7. The Secretary............................................6
Section 8. The Treasurer............................................6

ARTICLE VI
Certificates of Stock

Section 1. Issuance.................................................7
Section 2. Transfer Agent and Registrar.............................7
Section 3. Lost Certificates........................................7
Section 4. Transfer of Stock........................................7
Section 5. Registered Stockholders..................................8

ARTICLE VII
Indemnification of Officers, Directors,

Employees and Agents; Insurance..........................8

ARTICLE VIII
General Provisions

Section 1. Dividends...............................................10
Section 2. Reserves................................................10
Section 3. Checks..................................................10
Section 4. Fiscal Year.............................................10
Section 5. Seal....................................................10
Section 6. Amendments..............................................10

<PAGE>

AMENDED AND RESTATED BYLAWS
OF
PALMWORKS, INC.

Article I

Offices

Section 1. Principal Office. The principal office shall be 2525 South Shore
Boulevard, Suite 309, League City, Texas 77573, or such other location as
determined by the board of directors.

Section 2. Other Offices. The Corporation may also have offices at such other
places both within and outside of the State of Nevada.

Article II

Meetings of Stockholders

Section 1. Place of Meetings. Meetings of the stockholders shall be held at such
time and place within or outside of the State of Nevada as shall be designated
from time to time by the board of directors.

Section 2. Annual Meetings. The board of directors may determine the place, date
and time of the annual meetings of the stockholders, but if no such place, date
and time is fixed, the meeting for any calendar year shall be held at the
Corporation's known place of business at 10:00 a.m. on the 1st day of August of
each year, commencing in 2000. If that day is not a business day, the meeting
shall be held on the next succeeding business day. At that meeting the
stockholders entitled to vote shall elect such directors and transact such
business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

Section 4. Notice of Meetings. Notices of meetings shall be in writing and
signed by the president or a vice president, or the secretary, or an assistant
secretary, or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and place where it is to be held, which may be within or without
the State of Nevada. A copy of such notice shall be either delivered personally
or shall be mailed, postage prepaid, to each stockholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days before
such meeting. If mailed, it shall be directed to a stockholder at such
stockholder's address as it appears upon the records of the Corporation and upon
such mailing of any such notice, the service thereof shall be complete, and the
time of the notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. In the event of the
transfer of stock after delivery or mailing of the notice of, and before the
holding of, the meeting, it shall not be necessary to deliver or mail notice of
the meeting to the transferee.

Section 5. Purpose of Meetings. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section 6. Quorum. Stockholders holding at least a majority of the voting power,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the articles of incorporation. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

<PAGE>

Section 7. Record Date. The board of directors may prescribe a period not
exceeding sixty (60) days before any meeting of the stockholders during which no
transfer of stock on the books of the Corporation may be made, or may fix a day
not more than sixty (60) days before the holding of any such meeting as the day
as of which stockholders entitled to notice of and to vote at such meetings must
be determined. Only stockholders of record on that day are entitled to notice or
to vote at such meeting.

Section 8. Voting.

(a) An act of stockholders who hold at least a majority of the voting power and
are present at a meeting at which a quorum is present is the act of the
stockholders unless the statutes or articles of incorporation provide for
different proportions.

(b) Except as hereinafter provided, every stockholder of record of the
Corporation shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in such stockholder's name on the books of the
Corporation.

(c) At any meeting of the stockholders, any stockholder may designate another
person or persons to act as a proxy or proxies as provided by law. If any
stockholder designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if only one shall be present, then
that one shall have and may exercise all of the powers conferred by such
stockholder upon all of the persons so designated unless the stockholder shall
otherwise provide. No such proxy shall be valid after the expiration of six (6)
months from the date of its creation, unless it is coupled with an interest, or
unless the stockholder specifies in it the length of time for which it is to
continue in force, which may not exceed seven (7) years from the date of its
creation. Subject to the above, any proxy properly created is not revoked and
continues in full force and effect until another instrument or transmission
revoking it or a properly created proxy bearing a later date is filed with or
transmitted to the secretary of the Corporation or another person or persons
appointed by the Corporation to count the votes of stockholders and determine
the validity of proxies and ballots.

Section 9. Consent of Stockholders in Lieu of Meeting. Any action required or
permitted to be taken at a meeting may be taken without a meeting if a written
consent thereto is signed by stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action, in which case, such greater proportion of written consents shall be
required.

Article III

Directors

Section 1. Powers. The business of the Corporation shall be managed by its board
of directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute, by the articles of
incorporation, or by these bylaws directed or required to be exercised or done
by the stockholders.

Section 2. Number and Term of Office.

(a) The board of directors shall consist of such number of directors, not fewer
than one (1) nor more than ten (10), as may be determined from time to time by
resolution of the board of directors. Except as hereinafter provided, directors
shall be elected at the annual meeting of the stockholders and each director
shall serve until his or her successor shall be elected and qualified, or until
his or her earlier resignation or removal.

<PAGE>

(b) Vacancies, including those caused by an increase in the number of directors,
may be filled by a majority of the remaining directors though less than a
quorum. When one or more directors shall give notice of their resignation to the
board of directors, effective at a future date, the board of directors shall
have the power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director to hold office
until such director's successor is appointed and elected.

(c) Any director may be removed from office by the vote of stockholders
representing not less than two-thirds (2/3) of the voting power of the issued
and outstanding stock entitled to voting power, except that (i) if the articles
of incorporation provide for the election of directors by cumulative voting, no
director may be removed from office under the provisions of this section except
upon the vote of stockholders owning sufficient shares to have prevented his
election to office in the first instance, and (ii) if the articles of
incorporation require the concurrence of a larger percentage of the stock
entitled to voting power in order to remove a director.

Section 3. Place of Meetings. The board of directors of the Corporation may hold
meetings, both regular and special, either within or outside of the State of
Nevada.

Section 4. Annual Organizational Meeting. The first meeting of each newly
elected board of directors shall be held within thirty (30) days after the
adjournment of the annual meetings of stockholders. No notice of such meeting
shall be necessary to be given to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be present. In the event
such meeting is not held, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

Section 5. Regular Meetings. Meetings of the board of directors may be held
without notice at such time and place as shall from time to time be determined
by the board of directors.

Section 6. Special Meetings. Special meetings of the board of directors may be
called by the president or secretary on the written request of one director.
Written notice of special meetings of the board of directors shall be given to
each director by telephone or in writing at least twenty-four (24) hours (in the
case of notice by telephone or facsimile) or forty-eight (48) hours (in the case
of notice by telegram) or three (3) days (in the case of notice by mail) before
the time at which the meeting is to be held. Every such notice shall state the
date, time and place of the meeting, but need not describe the purpose of the
meeting unless required by the articles of incorporation, these bylaws or
provided by law.

Section 7. Quorum. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation.

<PAGE>

Section 8. Committees.

(a) The board of directors may, by resolution passed by a majority of the whole
board of directors, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. The board of directors may appoint natural persons who are
not directors to serve on committees.

(b) The committees shall keep regular minutes of their proceedings and report
the same to the board of directors when required.

Section 9. Action of Directors in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting if, before or after the action,
a written consent thereto is signed by all the members of the board of directors
or of the committee, as the case may be, and the written consent is filed with
the minutes of proceedings of the board of directors or committee.

Section 10. Compensation. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

Article IV

Notices

Section 1. Notice, What Constitutes. Notices to directors and stockholders shall
be in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the Corporation.
Notice by mail shall be deemed to be given at the time when the same shall be
mailed. Notice to directors may also be given by telegram, facsimile or
telephone.

Section 2. Waiver of Notice.

(a) Whenever all parties entitled to vote at a meeting, whether of directors or
stockholders, consent, either by a writing on the records of the meeting or
filed with the secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part in the deliberations at such meeting
without objection, the doings of such meetings shall be as valid as if had at a
meeting regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

<PAGE>

(b) Whenever any notice whatever is required to be given under the provisions of
the statutes, the articles of incorporation or these bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.

Article V

Officers

Section 1. Number and Qualifications. The officers of the Corporation shall be
chosen by the board of directors at its first meeting and thereafter after each
annual meeting of stockholders. The officers to be elected shall include a
president, a secretary and a treasurer. Any person may hold two or more offices.
The board of directors may also appoint vice presidents and additional officers
or assistant officers as it shall deem necessary.

Section 2. Compensation. The salaries of all officers and agents of the
Corporation shall be fixed by the board of directors.

Section 3. Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise
shall be filled by the board of directors.

Section 4. Subordinate Officers, Committees and Agents. The board of directors
may elect any other officers and appoint any committees, employees or other
agents as it desires who shall hold their offices for the terms and shall
exercise the powers and perform the duties as shall be determined from time to
time by the board of directors to be required by the business of the
Corporation. The directors may delegate to any officer or committee the power to
elect subordinate officers and retain or appoint employees or other agents.

Section 5. The President. The president shall be the chief executive officer of
the Corporation, shall preside at all meetings of the stockholders and the board
of directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 6. The Vice President. If appointed, the vice president shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties as the board of
directors may from time to time prescribe.

Section 7. The Secretary. The secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision the secretary shall be. The secretary
shall keep in safe custody the seal of the Corporation and, when authorized by
the board of directors, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by the secretary's signature or by the
signature of the treasurer or an assistant secretary.

Section 8. The Treasurer. The treasurer shall have the custody of the corporate
funds and securities and shall keep in full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the board of directors.
The treasurer shall disburse the funds of the Corporation as may be ordered by
the board of directors taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at the regular meetings of
the board of directors, or when the board of directors so requires, an account
of all the treasurer's transactions as treasurer and of the financial condition
of the Corporation. If required by the board of directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the treasurer's office and for the restoration to the Corporation, in
case of the treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.

<PAGE>

Article VI

Certificates of Stock

Section 1. Issuance. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.
When the Corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
Corporation will furnish to any stockholder upon request and without charge, a
full or summary statement of the voting powers, designations, preferences,
limitations, restrictions and relative rights of the various classes of stock or
series thereof. If any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such Corporation.

Section 2. Transfer Agent and Registrar. Whenever any certificate is
countersigned or otherwise by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents of the
Corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures.

Section 3. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issuance
of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or such owner's
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

Section 4. Transfer of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 5. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.

<PAGE>

Article VII

Indemnification of Officers, Directors,
Employees and Agents; Insurance

(a) The Corporation shall indemnify, to the maximum extent permitted by the law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the Corporation, by reason of the fact that such person 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, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner which such person 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 such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of no lo 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 such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and that, with respect to any
criminal action or proceeding, such person had reasonable cause to believe that
his conduct was unlawful.

(b) The Corporation shall indemnify, to the maximum extent permitted by the law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person 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, including attorneys' fees, actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, but no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

(c) To the extent that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 7(a) and 7(b) hereof, or in defense of any
claim, issue or matter therein, such person shall be indemnified by the
Corporation against expenses, including attorneys' fees, actually and reasonably
incurred by such person in connection with such defense.

(d) Any indemnification under Sections 7(a) and 7(b) hereof, unless ordered 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 such person has met the applicable
standard of conduct set forth in Sections 7(a) and 7(b) hereof. Such
determination shall be made:

(i) by the stockholders;

(ii) by the board of directors by majority vote of a quorum consisting of
directors who were not parties to such act, suit or proceeding;

(iii)if such a quorum of disinterested directors so orders, by independent
legal counsel in a written opinion; or

(iv) if such a quorum of disinterested directors cannot be obtained, by
independent legal counsel in a written opinion.

<PAGE>

(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors unless
it is ultimately determined that such director, officer, employee or agent is
not entitled to be indemnified by the Corporation as authorized in this section
or as provided by law.

(f) The indemnification provided by this Section 7(f):

(i) does not exclude any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office; and

(ii) 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.

(g) The Corporation may 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 as 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 such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this section.

Article VIII

General Provisions

Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting pursuant to
law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of incorporation.

Section 2. Reserves. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

Section 3. Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.

Section 5. Seal. The Corporation may have a corporate seal in the form of a
circle containing the name of the Corporation, the year of incorporation and
such other details as may be approved by the board of directors. Nothing in
these bylaws shall require the impression of a corporate seal to establish the
validity of any document executed on behalf of the Corporation.

<PAGE>

Section 6. Amendments. These bylaws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

CERTIFICATION

I hereby certify that the foregoing Bylaws were duly adopted by the
board of directors of the Corporation as of the 20th day of April, 2000.

Ellen S. Eckler, Secretary

CONSULTING AGREEMENT

This Agreement is made and entered into this 28th day of September,
1999, between PalmWorks, Inc. (Nevada) (the "Company") and Northwest Capital
Partners, L.L,C. (the "Consultant"), and sets forth the terms and conditions
upon which the Consultant will act as financial advisor to the Company in
connection with the completion of the financing described m Exhibit "A" attached
hereto (the "Financing").

In consideration for the mutual promises and covenants contained
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:

1. PURPOSE. The Company hereby engages the Consultant during the term hereof to
arrange financing, as a finder, for the Company upon terms and conditions as set
forth herein and in accordance with the requirements set forth in Exhibit "A"
(the "Financing"). Consultant shall also have a right of first refusal to
consult with the Company regarding appropriate financings subsequent to the
Financings set forth in Exhibit "A" for a period of three years following the
term of this Agreement.

2. TERM. The term of this Agreement shall be for a period of 36 months, provided
that the Interim Financing shall be completed no later than December 31, 1999.
An offering pursuant to Rule 504 or other applicable Rule adopted pursuant to
the Securities Act of 1933, as amended (the "Act"), shall be completed within 30
days of' the Company's approval and, following the quotation of the Company's
common stock on the NASD OTC Bulletin Board.

3. DUTIES OF THE CONSULTANT. During the term hereof, Consultant shall provide
the Company with the benefit of its best judgment and efforts to complete the
Financing on a reasonable business basis in accordance with the requirements set
forth in Exhibit "A." It shall be Consultant's duty to suggest and evaluate from
the standpoint of financial soundness the Company's business plans and programs,
corporate financial structures, and corporate organization, and any other
financial matters involving the Company. In connection with the financing
contemplated by this Agreement, Consultant agrees that it will advise and work
with the Company to complete the Financing successfully in accordance with Rule
504 or other applicable Rule under the Act and the related and applicable Blue
Sky laws of the states in which the financing is completed. Consultant shall
advise the Company of each proposed broker or other financing or referral source
identified by Consultant prior to authorizing any participation in the
Financing. Consultant shall use its best efforts, after receiving information
from Company sufficient to comply with the informational requirements of Rule
15c2-11 under the Securities Exchange Act of 1934 (the "1934 Act"), to arrange
for the shares of common stock of the Company to be quoted on the NASD OTC
Bulletin Board either by direct application and approval through the NASD or by
reverse merger. The Company and the Consultant shall review the filing of a Form
10 (1934 Act form) with the U.S. Securities and Exchange Commission upon the
execution of this agreement. Company agrees that it will accept Financing
amounts at each closing contemplated by Exhibit "A" which are in excess of the
amounts in Exhibit "A" if Consultant is able to raise such additional amounts in
accordance with the appropriate disclosure and the securities registration
exemption provisions of the Act and the relevant Blue Sky laws. Consultant's
duties shall also include, but not be limited to:

3.1 Assist the Company's management in the development and execution of a
strategic short-term, intermediate term and long-term financial plan;

3.2 Assist the Company in the negotiation of the terms of the Financings;

3.3 Assist the management of the Company in connection with inquiries made by or
on behalf of any proposed brokers and investors;

3.4 Assist the management of the Company in the preparation of presentation
materials for the purpose of pursuing the Financing;

3.5 Using its best efforts, on terms acceptable to the Company, to arrange the
Financings as described in Exhibit "A" attached hereto.

3.6 If the Company and the Consultant determine that a direct application to the
NASD is not in the best interest of the Company and determine that the Company
go public by way of a reverse merger with an existing publicly traded company
the Consultant will be responsible for the location and acquisition of such
public company including all costs associated with its acquisition.

<PAGE>

4. CONSULTANT'S COMPENSATION.

4.1 The Company shall pay Consultant a fee of $5,000 for each month or partial
month this Agreement has been in effect, providing that such payment shall be
paid, as accrued, at the closing of the Interim Financing and then continuing
through the closing of the Second and Third Stage Financings, as described in
Exhibit "A," by the Consultant. Upon the closing of the Third Stage of
Financing, the fee of $5,000 per month will be extended for an additional 36
months, for duties to be mutually agreed upon by the parties.

4.2 The Company agrees that, at the closing of the first Interim Financing, as
described in Exhibit "A," by the Consultant or at the time the Company goes
public, the Company will issue to the Consultant 1,500,000 shares of common
stock of the Company at value of $0.01 per share. The Consultant's shares shall
be held in escrow by the Company's lawyer pursuant to an escrow agreement that
releases the Consultant's shares to the Consultant based upon the following
terms and conditions:

Upon the completion of the First Interim Financing, as described in
Exhibit "A", the Consultant shall have earned 750,000 shares of the Company and
such shares will be delivered to the Consultant. Upon the completion of the
Second Interim Financing, as described in Exhibit "A", the Consultant shall have
earned an additional 750,000 shares of the Company and such shares will be
delivered to the Consultant. Upon the Company's receipt of the aggregate amount
of $1,000,000 through any combination of the Interim, Second or Third Stage
financings as described in Exhibit "A", the Consultant shall have earned all
1,500,000 shares of the Company and such shares will be delivered to the
Consultant. In the event that the Company terminates this agreement the Company
retains the right to purchase all of the Consultant's shares that remain in
escrow for $0.01 per share.

4.3 The Company agrees to issue the Consultant an option to purchase an
additional 1,000,000 shares at $0.01 per share. This option can be exercised at
any time upon the Company's market capitalization achieving the value of
$100,000,000.00 or more. The shares under this option will be issued by the
company as restricted shares at a value of $0.01 per share and will be granted
"piggy-back" rights so that the shares will be registered upon the Company's
first registration after the share's issuance.

4.4 The Company agrees that it shall reimburse Consultant for reasonable,
out-of-pocket expenses incurred by Consultant in performing the services
provided pursuant to this Agreement, provided that such out-of-pocket expense
reimbursement shall not exceed $3,000 in any calendar month or partial month,
and provided that any expenses in excess of $500 in any calendar month shall
require advance approval by the Company. Such reimbursement shall be paid upon
the within 30 days of the Company's receipt of the Consultant's invoice. Such
reimbursement may be claimed for any month commencing with the signing of this
Agreement and monthly thereafter to the date of each closing, payable within 30
days of receipt.

4.5 If the Consultant is unsuccessful in introducing investors to the Company
(either directly or through a broker) who would be willing to fund the
Financings contemplated in Exhibit "A" within the time periods set forth, this
Agreement may be terminated at the Company's discretion, unless otherwise
extended by mutual consent. Such consent will be implied should the Company be
in or continue negotiation with investors which should reasonably result in
successful Financing or should the Company accept fund from one of the sources
introduced to the Company by the Consultant during this period. Following
termination, however, Consultant will be entitled to the consideration above as
to those stages of the Financing completed and in the event that after
termination a financing of any kind or amount is consummated with any party
introduced to the Company by the Consultant during a period of twelve months
after termination of this Agreement.

<PAGE>

5. INDEMNIFICATION.

5.1 The Company agrees to indemnify the Consultant, its agents and employees
against any and all claims, lawsuits, and litigation arising from
representations of the Company made to Consultant or prospective investors
concerning its business plan and financial condition. Such indemnification shall
include reasonable attorney's fees to defend any such actions or claims.

5.2 The Consultant agrees to indemnify the Company, its agents and employees
against any and all claims, lawsuits, and litigation arising from
representations of the Consultant made to prospective investors concerning the
Company except for those representations constituting information provided by
the Company. Such indemnification shall include reasonable attorney's fees to
defend any such actions or claims.

5.3 Promptly after receipt by an indemnified party of notice of any claim or
commencement of any action in respect of which indemnity may be sought, the
indemnified party will notify the indemnifying party in writing of the receipt
or commencement thereof and the indemnifying party shall have the right to
assume the defense of any such claim or action (including the employment of
counsel reasonably satisfactory to the indemnified party and the payment of fees
and expenses of such counsel), after which the indemnifying party shall not be
liable to the indemnified party for any legal fees incurred by the indemnified
party in connection with the defense of such claim or action. Notwithstanding
the prior sentence, the indemnified party shall have the right to control its
defense if, in the opinion of its counsel, the indemnified party's defense is
unique or separate to it, as the case may be, as opposed to a defense pertaining
to the indemnifying party. In such event, the indemnified party shall have the
right to retain counsel reasonably satisfactory to the indemnifying party at the
indemnifying party's expense to represent it in any claim or action in respect
of which indemnity may be sought and agrees to cooperate with the indemnifying
party and the indemnifying party's counsel on the defense of any such claim of
action, it being understood, however, that the indemnifying party shall not, in
connection with any such claim or action or separate but substantially similar
or related claim or action in the same jurisdiction arising out of the same
general circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys, unless the defense of one indemnified party
subject to the same claim or action. No party shall be liable for any settlement
of any claim or action effected without its written consent.

6. REPRESENTATION AND WARRANTIES. Company represents and warrants a follows:

6.1 The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the state of Nevada and is
qualified as a foreign corporation where required.

6.2 The shares of common stock of the Company which will be delivered to the
investors Consultant will be duly authorized and validly issued and fully paid
and nonassessable.

<PAGE>

7. CONDITIONS PRECEDENT. Consultant's duties to use its best efforts to complete
the Financings contemplated herein shall be subject to:

7.1 The Company will not change or modify the Company's capital structure
without the prior written consent of Consultant, which consent shall not be
unreasonably withheld.

7.2 The Company will submit quarterly budgets to Consultant during the period of
the Financing and for one year after successful completion of the Financing.

7.3 The Company will provide all pertinent information in connection with the
Company's assets, including, but not limited to, all tangible and intangible
assets, and all copyright and trademark information.

7.4 The Company shall have received executed employment agreements from each of
its officers and Directors and other key individuals in a form reasonably
appropriate in accordance with industry standards.

7.5 The Company will provide Consultant with all information and verifications
thereof which Consultant or its legal counsel may reasonably request from the
Company in a manner and form satisfactory to Consultant and its legal counsel.

7.6 Receipt by Consultant of suitable financial statements of the Company that
are in form and substance satisfactory to Consultant, in its sole discretion.
The Company shall provide financial statements consisting of a balance sheet and
a related statement of income for the period then ended, which fairly present
the financial condition of each as of their respective dates and for the periods
involved, and such statements shall be prepared in accordance with generally
accepted accounting principles consistently applied or upon such other basis as
the parties shall mutually agree and for the periods mutually agreed upon among
the parties.

7.7 All existing shares of the Company have or will be issued in accordance to
Rule 4(2) of the 1933 Act and consequently, such securities will be "Restricted
Securities" as such term is defined in Rule 144 as promulgated under the 1933
Act and thus will be subject to certain resale limitations as contained in Rule
144 and the certificates shall bear the following restrictive legend limiting
their resale under Rule 144 of the Act.

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON
SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND HAVE NOT BEEN THE SUBJECT OF A REGISTRATION
STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. THESE
SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR APPLICABLE EXEMPTION THEREFROM
UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT."

8. CONDITIONS AND SUBSEQUENT.

8.1 For a period of three years from the date of closing of a Financing arranged
by Consultant pursuant to this Agreement, the Company will provide Consultant,
at its expense, following a reasonable request by Consultant for the purpose of
reviewing and/or protecting the Company's shareholder's interests, with copies
of stock transfer sheets from the Company's Transfer Agent, as well as weekly
DTC Reports from the Depository Trust Company to the extent such reports can be
made available to a party that is not an affiliate of the Company, and will
provide Consultant with all publicly available financial reports and publicly
available reports of material developments regarding the Company and its
compliance with laws and regulations applicable thereto.

8.2 For a period of three years after the date that the Company's shares of
common stock commence trading on the NASD OTC Bulletin Board, the Company's
executive offices and directors who own at least five percent (5%) of the
Company's common stock ("Principal Stockholders") and the Company shall provide
the Company's officers with the right of first refusal with respect to any
offering (public or private) of the Company's securities by either the Company
or the Principal Stockholders involving more than 1000 shares of stock.

<PAGE>

For a period of three years after the date that the Company's shares of
common stock commence trading on the NASD OTC Bulletin Board, the Company's
executive officers and directors who own at least five percent (5%) of the
Company's common stock ("Principal Stockholders") and the Company shall provide
the Company with the second right of first refusal with respect to any offering
(public or private) of the Company's securities by either the Company or the
Principal Stockholders involving more than 1000 shares of stock.

For a period of three years after the date that the Company's shares of
common stock commence trading on the NASD OTC Bulletin Board, the Company's
executive officers and directors who own at least five percent (5%) of the
Company's common stock ("Principal Stockholders") and the Company shall provide
the Consultant with the third right of first refusal with respect to any
offering (public or private) of the Company's securities by either the Company
or the Principal Stockholders involving more than 1000 shares of stock.

For a period of three years after the date that the Company's shares of
common stock commence trading on the NASD OTC Bulletin Board, the Company's
executive officers and directors who own at least five percent (5%) of the
Company's common stock ("Principal Stockholders") and the Company shall provide
the other Principal Stockholders of the Company with the fourth right of first
refusal with respect to any offering (public or private) of the Company's
securities by either the Company or the Principal Stockholders involving more
than 1000 shares of stock.

8.3 The Company's officers and directors will use their best efforts to cause
each Principal Shareholder and each other holder of 5% or more of the Company's
common stock to enter into an agreement with Consultant pursuant to the terms of
which each such person shall agree not to sell any shares owned by such person
on the NASD OTC Bulletin Board, for a period of twelve months after the date
that the Company's shares of common stock commence trading on the NASD OTC
Bulletin Board, without Consultant's prior written consent, which consent will
not be unreasonably withheld. Provided that each such person may sell up to
1,000 shares every three months after the first 180 days has passed the date
that the Company's shares common stock commence trading on the NASD OTC Bulletin
Board.

8.4 Consultant shall be entitled for a period of five years to nominate a
director for the Company's board of directors which the Company's existing
directors will support. Such director shall be paid the same salary as other
directors (for director's duties performed) and shall participate in all bonus
programs granted to the Company's board of directors.

9. TERMINATION OF RELATIONSHIP. This Agreement shall terminate upon the
happening of any one of the following events:

9.1 Either party may terminate this Agreement upon ten days written notice to
the other that a material breach by the other of the terms or covenants of this
agreement shall have occurred and such breach shall not have been cured within
ten days after such notice.

9.2 Either party shall have the right (but not the obligation) to terminate this
Agreement upon written notice to the other party if such terminating party
reasonably determines that the other party or any of its directors, officers or
controlling shareholders has engaged in any unlawful, wrongful, or fraudulent
act against the Company or its shareholders.

<PAGE>

9.3 Either party shall have the right (but not the obligation) to terminate this
Agreement upon written notice to the other party if such terminating party shall
determine that any material fact concerning the other party represented to them
during the course of performing their undertakings under this Agreement are
misstated or untrue or that the other party has intentionally failed to provide
the terminating party with material facts concerning the other party.

9.4 Either party may terminate this Agreement at any time: (i) in the event of
war; (ii) in the event of any material adverse change in the business, property
or financial condition of the Company (of which terminating party shall be the
sole judge); (iii) in the event of any action, suit or proceeding at law or at
equity against the Company or Consultant, or by any Federal, State or other
commission or agency where any unfavorable decision would materially adversely
affect the business, property, financial condition or income of a party; (iv) in
the event of adverse market conditions of which event the terminating party is
to be the sole judge. Further, Consultant's commitment will be subject to
receipt by Consultant of all information and verifications thereof which
Consultant or their counsel may reasonably request from the Company in a manner
and form satisfactory to Consultant.

In the event of Termination by Consultant, upon grounds stated herein above,
Consultant shall be entitled to accrued fees and expense reimbursements and
shares otherwise payable shall be paid as though this Agreement was not
terminated.

10. MISCELLANEOUS.

10.1 Authorization. This Agreement has been duly authorized, executed and
delivered by and on behalf of the Company and the Consultant.

10.2 Notices. Any notice or other communication required or permitted by any
provision of this Agreement shall be in writing and shall be deemed to have been
given or served for all purposes if delivered personally or sent by registered
or certified mail, return receipt requested, postage prepaid, addressed to the
parties as follows:

To Consultant: Northwest Capital Partners, L.L.C.
Mr. Brent Nelson
10900 NE 8th Street, Suite 900
Bellevue, Washington 98004
Tel: 425-455-1969
Fax: 425-990-5979

To the Shareholders

and to the Company: PalmWorks, Inc. (Nevada)
Mr. James T. Voss
2525 South Shore Blvd., Suite 309
League City, TX 77573-2989
Tel: 281-334-5940
Fax: 281-334-0889

<PAGE>

10.3 Validity; Complete Agreement. The validity and enforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof. This Agreement sets forth the entire understanding and
embodies the entire agreement of the parties with respect to the subject matter
covered hereby and supersedes all prior or contemporaneous oral or written
agreements, understandings, arrangements, negotiations or communications among
the parties hereto.

10.4 Amendment. This Agreement shall not be modified or amended except by
written agreement of the parties hereto.

10.5 Governing Law. This Agreement shall be governed by the laws of the state of
Washington giving effect to that state's conflict of laws principle.

In witness whereof, the parties hereto have executed this Agreement as
of the date first above written.

NORTHWEST CAPITAL PARTNERS, L.L.C.

By /s/ Brent Nelson
-----------------------------
Brent Nelson, President

PALMWORKS, INC. (NEVADA)

By /s/ James T. Voss
------------------------
James T. Voss, Chairman & CEO

<PAGE>

EXHIBIT "A"

PalmWorks, Inc. (Nevada)

Financing Requirements
Attached hereto and made a part hereof the
Agreement between PalmWorks, Inc. (Nevada)
and Northwest Capital Partners, L.L.C.
Dated September 28, 1999

MINIUMUM AMOUNT APPROXIMATE DATE
- --------------- ----------------
$350,000 Interim Financing October 31, 1999
$650,000 Interim Financing (1) December 31, 1999
$500,000 Interim Financing March 31,2000
Second and Third Stage financing as required (2)

(1) The price per share of common stock shall be determined by the Company
following consultation with Consultant.

(1) The term "Interim Financing" as used in the Agreement shall include
segment 1, 2, and 3 above.

(2) Within 6 months after the date the Company's common stock is quoted on
the NASD OTC Bulletin Board, provided that the Company has subsequently
filed with the U.S. Securities and Exchange Commission a Form 10
pursuant to Section 12(g) of the 1934 Act.

<PAGE>

PALMWORKS, INC. (NEVADA)
APPROVAL OF CAPITAL RESTRUCTURE

The undersigned hereby agree to revise the Capital Structure of
PalmWorks, Inc. (Nevada) a indicated below. Furthermore, the undersigned agree
to allow the PalmWorks, Inc. (Nevada) Compensation Committee to grant stock
options from those shares of stock reserved in the Employee Pool to new or
existing hires, in accordance with the option package structure guidelines to be
determined by the PalmWorks, Inc. (Nevada) Compensation Committee, and at the
Committee's discretion.

Signed this 28th day of September, 1999 by:

/s/ Brent Nelson
- ---------------------
Brent Nelson

President, Northwest Capital Partners, L.L.C.

/s/ James T. Voss
- ----------------------
James T. Voss

Chairman & CEO, PalmWorks, Inc. (Nevada)

Number of Shares of Common Stock
Shareholder After Restructuring
James T. Voss 2,000,000
Ellen S. Eckler 1,400,000
Mike Barnwell 250,000
Stock Options 1,600,000
Northwest Capital 1,500,000
---------
TOTAL 6,750,000

Financing Required Dollars Received
- ------------------ ----------------
October 31, 1999 $ 350,000
December 31, 1999 $ 650,000
March 31, 2000 $ 500,000
---------
TOTAL $1,500,000

PALMWORKS, INC.

COMPANY CO-FOUNDERS/OFFICER COMPENSATION AGREEMENT

This Compensation Agreement (this "Agreement") is dated and made
effective the 28th day of October, 1999 (the "Effective Date") between
PALMWORKS, INC., a Nevada corporation (and/or PalmWorks, Inc., a New York
corporation) (the "Company") and James T. Voss, ("Officer").

1. Employment. Company employs and Officer accepts employment on the
terms and conditions in this Agreement.

2. Duties. Officer is employed in the capacity of President/CEO.
Officer shall perform the duties customarily performed by an President/CEO.

3. Intensity of Effort; Other Business. Officer shall devote Officer's
entire working time, attention and efforts to Company's business and affairs,
shall faithfully and diligently serve Company's interests and shall not engage
in any business or employment activity that is not on Company's behalf (whether
or not pursued for gain or profit) except for (a) activities approved in writing
in advance by the Board and (b) passive investments that do not involve Officer
providing any advice or services to the businesses in which the investments are
made.

4. Term. The term of this Agreement starts on the Effective Date and
expires one year later (the "Initial Term"). This Agreement shall automatically
be renewed for successive one-year terms (each referred to as an "Extended
Term") unless either party gives written notice of nonrenewal at least thirty
(30) days before the expiration of the term. Unless stated otherwise, the word
"year" as used in this Agreement refers to incremental periods of 365 days each
(366 days in the case of a leap year), not calendar years. This Agreement may
terminate before the expiration of any term as provided below.

5. Compensation. Officer's compensation shall be as follows:

a. Officer's gross salary initially shall be $8,500 per month
($102,000 per year on an annualized basis), which shall be computed and paid in
equal installments consistent with Company's normal payroll procedures. At the
end of each calendar year, Officer's salary shall be reviewed by the Board and
adjusted as determined by the Board in its sole discretion, provided that,
absent cause or Officer's consent, it may not be adjusted downward.

b. Furthermore, each Officer may purchase additional options
at each quarter end. Not to exceed 25% of the Officer's gross quarterly salary.
These options may be purchased at 15% below the lowest strike price in the
quarter of purchase. Notice of intent to purchase must be made within the first
week of the last month of the quarter of purchase.

c. In the event that the Company were to be acquired; any and
all Officer'stock and or stock options would automatically become fully vested;
unless; the Officer were to continue employment, then the Officer would be
subject to the continuation of employment terms of the acquisition.

d. Officer may receive annual bonuses, profit sharing and/or
incentive compensation based on Company's profitability as determined by the
Board in its sole discretion.

e. Officer shall be eligible for such other compensation as
may be provided by the Board in its sole discretion.

6. Benefit Plans. Officer shall be eligible for all benefit plans
(including retirement or pension plans, profit sharing plans and stock option
plans, as may be made available) that are provided generally to Company's
executive Officers.

7. Vacation and Sick Leave. Officer shall be entitled 3 weeks of
vacation the first year with an additional week for each continued year of
service (a prorated accrual method will be applied as necessary for begin and
end dates within a calendar year). Each calendar year end Officer may choose to
carry up to 50% of any pending (unused) vacation time into the next calendar
year (never to exceed 6 weeks of vacation credit), or Officer may choose to
request a cash out for any pending vacation time not used during that calendar
year. If the Officer's term begins or ends

<PAGE>

8. Disability. Officer shall be entitled to such disability benefits as
may be provided in the Company's benefit plan set forth in the Company's Officer
Handbook.

9. Business Expenses. Officer is authorized to incur reasonable travel
and entertainment expenses to promote Company's business, as approved by the
Company Officers or Board of Directors. Company shall reimburse Officer for
those expenses. Officer shall provide to Company the itemized expense account
information, as well as, associated receipts; that Company reasonably requests.

10. Termination. Officer's employment may be terminated before the
expiration of this Agreement as follows, in which event Officer's compensation
and benefits shall terminate except as otherwise provided below.

a. By Company Without Cause. Company may terminate Officer's
employment at anytime, without cause or good reason or advance notice. If
Company terminates Officer's employment without cause, however, and provided
that Officer releases Company and its agents from any and all claims in a
signed, written release satisfactory in form and substance to Company, Company
shall pay to Officer termination payments/severance as follows:

1.) 3 months of regular Officer pay, providing the Officer has
completed a minimum of 6 months of service with the company. All stock
becomes automatically fully vested, and, 50% vesting on any stock
options.

2.) 6 months of regular Officer pay, providing the Officer has
completed a minimum of 12 months of service with the company. All
stock, as well as, any stock options become fully vested.

3.) 12 months of regular Officer pay, providing the Officer has
completed a minimum of 18 months of service with the company. . All
stock, as well as, any stock options become fully vested.

4.) A maximum of 12 months of regular Officer pay, providing the
Officer has completed a minimum of 18 months of service with the
company, unless otherwise setforth in a 'Continuation as Consultant
Agreement'. All stock, as well as, any stock options become fully
vested.

b. By Company for Cause. Company may terminate Officer's
employment for cause. If Company wishes to terminate Officer's employment for
cause it shall first give Officer 30 days' written notice of the circumstances
constituting cause and an opportunity to cure, unless the circumstances are not
subject to being cured. Following the notice and opportunity to cure (if cure is
not made), or immediately if notice and opportunity to cure are not required,
Company may terminate Officer's employment for cause by giving written notice of
termination. The notice may take effect immediately or at such later date as
Company may designate, provided that Officer may accelerate the termination date
by giving five business days' written notice of the acceleration. Any
termination of Officer's employment for cause must be approved by a majority of
the Board other than Officer. Officer must be given reasonable advance notice of
the meeting at which termination is to be considered, and a reasonable
opportunity to address the Board. Officer would no longer be eligible for
company benefits of any kind; any stock options not fully vested would be fully
surrendered to the company.

<PAGE>

For purposes of this Agreement "cause" means and is limited to
dishonesty, fraud, commission of a felony or of a crime involving moral
turpitude, destruction or theft of Company property, physical attack to a fellow
Officer, intoxication at work, use of narcotics or alcohol to an extent that
materially impairs Officer's performance of his or her duties, willful
malfeasance or gross negligence in the performance of Officer's duties,
violation of law in the course of employment that has a material adverse impact
on Company or its Officers, misconduct materially injurious to Company, or any
material breach of Officer's duties or obligations to Company that results in
material harm to Company.

c. By Officer Without Good Reason. Officer may terminate
Officer's employment at any time, with or without good reason, by giving one
hundred and eighty (180) days' advance written notice of termination. Officer
would no longer be eligible for company benefits of any kind; any stock/options
not fully vested would be fully surrendered to the company.

d. By Officer for Good Reason. Officer may terminate Officer's
employment for good reason, in which event Officer shall be entitled to the same
rights under this Agreement as if Company had terminated Officer's employment
without cause. If Officer wishes to terminate employment for good reason Officer
shall first give Company 30 days' written notice of the circumstances
constituting good reason and an opportunity to cure, unless the circumstances
are not subject to being cured. Following the notice and opportunity to cure (if
cure is not made), or immediately if notice and opportunity to cure are not
required, Officer may terminate employment for good reason by giving written
notice of termination. The notice may take effect immediately or at such later
date as Officer may designate, provided that Company may accelerate the
termination date by giving five business days' written notice of the
acceleration. Officer would no longer be eligible for company benefits of any
kind; any stock options not fully vested would be fully surrendered to the
company; unless otherwise agreed upon and approved through the Board of
Directors of the Company.

For purposes of this Agreement, "good reason" means and is
limited to the occurrence without cause and without Officer's consent of a
material reduction in the character of Officer's duties, level of work
responsibility or working conditions, a reduction in Officer's salary and/or
benefits greater than 10% of the level initially established at the commencement
of this Agreement, Company requiring Officer to be based anywhere other than the
greater Houston area, except for reasonable travel on Company's business, or any
material breach by Company of its duties or obligations to Officer that results
in material harm to Officer.

e. Death. Officer's employment shall terminate automatically
upon Officer's death.

11. Indemnification. Company shall defend and indemnify Officer from
and against any and all claims that may be asserted against Officer by third
parties (including derivative claims asserted by third parties on behalf of
Company) that are connected with Officer's employment by Company, to the extent
permitted by applicable law. The foregoing notwithstanding, Company shall not be
required to defend or indemnify Officer (a) in criminal proceedings, (b) in
civil proceedings where Officer is the plaintiff or (c) to the extent it is
finally adjudicated that Officer did not act in good faith and in the reasonable
belief that Officer's actions were appropriate in the discharge of Officer's
duties for Company. Company may fulfill its duty of defense by providing
competent legal counsel of Company's choosing. The foregoing rights are in
addition to any other rights to which Officer may be entitled under any other
agreement, policy, bylaw, insurance policy, ordinance, statute or other
provision.

<PAGE>

12. Invention, Confidentiality, Nonraiding and Noncompetition
Agreement. Officer shall execute an Invention, Confidentiality, Nonraiding and
Noncompetition Agreement in the form attached as Exhibit A, which is a part of
this Agreement.

13. Dispute Resolution. All disputes between Officer and Company that
otherwise would be resolved in court shall be resolved instead by the following
alternate dispute resolution process (the "Process" ).

a. Disputes Covered. This Process applies to all disputes
between Officer and Company, including those arising out of or related to this
Agreement or Officer's employment at Company. Disputes subject to this Process
include but are not limited to pay disputes, contract disputes, wrongful
termination disputes and discrimination, harassment or civil rights disputes.
This Process applies to disputes Officer may have with Company and also applies
to disputes Officer may have with any of Company's Officers or agents so long as
the Officer or agent with whom Officer has the dispute is also bound by or
consents to this Process. This Process applies regardless of when the dispute
arises and will remain in effect after Officer's employment with Company ends,
regardless of the reason it ends. This Process does not apply, however, to
workers' compensation or unemployment compensation claims.

b. Mediation. Before having an arbitration hearing, Officer
and Company agree to attempt to resolve all disputes by mediation using the
Employment Mediation Rules of the American Arbitration Association. Mediation is
a nonbinding process in which a neutral person helps the parties to try to reach
an agreement to resolve their disputes. If the mediation is done after one party
has started the arbitration process, the mediation shall not delay the
arbitration hearing date. Temporary or interim relief may be sought without
mediating first. Any failure to mediate shall not affect the validity of an
arbitration award or the obligation to arbitrate.

c. Arbitration. All disputes that are not resolved by
agreement (in mediation or otherwise) shall be determined by binding
arbitration. Arbitration is a process in which one or more neutral people decide
the case after hearing evidence presented by both sides. The arbitration shall
be governed by the rules of the American Arbitration Association.

d. Injunctive Relief. Either party may request a court to
issue such temporary or interim relief (including temporary restraining orders
and preliminary injunctions) as may be appropriate, either before or after
mediation or arbitration is commenced. The temporary or interim relief shall
remain in effect pending the outcome of mediation or arbitration. No such
request shall be a waiver of the right to submit any dispute to mediation or
arbitration.

e. Attorneys' Fees, Venue and Jurisdiction in Court. In any
lawsuit arising out of or related to this Agreement or Officer's employment at
Company, the prevailing party shall recover reasonable costs and attorneys'
fees, including on appeal. Venue and jurisdiction of any such lawsuit shall
exist exclusively in state and federal courts in Galveston County, Texas, unless
injunctive relief is sought by Company and, in Company's judgment, that relief
might not be effective unless obtained in some other venue. These provisions do
not give any party a right to proceed in court in violation of the agreement to
arbitrate described above.

f. Employment Status. This Dispute Resolution Process does not
guarantee continued employment, require discharge only for cause or require any
particular corrective action or discharge procedures.

<PAGE>

14. Governing Law. This Agreement shall be governed by the internal
laws of the state of Texas without giving effect to provisions thereof related
to choice of laws or conflict of laws.

15. Saving Provision. If any part of this Agreement is held to be
unenforceable, it shall not affect any other part. If any part of this Agreement
is held to be unenforceable as written, it shall be enforced to the maximum
extent allowed by applicable law. The indemnification, confidentiality,
limitations on publicity, possession of materials, noncompetition, nonraiding
and dispute resolution provisions of this Agreement shall survive after
Officer's employment by Company ends, regardless of the reason it ends, and
shall be enforceable regardless of any claim Officer may have against Company.

16. Waiver. No waiver of any provision of this Agreement shall be valid
unless in writing, signed by the party agains whom the waiver is sought to be
enforced. The waiver of any breach of this Agreement or failure to enforce any
provision of this Agreement shall not waive any later breach.

17. Assignment; Successors. Company may assign its rights and delegate
its duties under this Agreement. Officer may not assign Officer's rights or
delegate Officer's duties under this Agreement.

18. Binding Effect. This Agreement is binding upon the parties and
their personal representatives, heirs, successors and permitted assigns.

19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which, taken
together, shall constitute a single agreement.

20. Legal Representation. In connection with this Agreement, the
Company's law firm has only represented Company and has not represented Officer.
Officer acknowledges that Officer has been advised to consult with independent
legal counsel before signing this Agreement and has had the opportunity to do
so.

21. Complete Agreement. This Agreement, together with the attached
Exhibits, is the final and complete expression of the parties' agreement
relating to Officer's employment, and supercedes any prior employment agreements
and/or understandings between the parties. This Agreement may be amended only by
a writing signed by both parties; it may not be amended orally or by course of
dealing. The parties are not entering into this Agreement relying on anything
not set out in this Agreement. This Agreement shall control over any
inconsistent policies or procedures of Company, whether in effect now or adopted
later, but Company's policies and procedures that are consistent with this
Agreement, whether in effect now or adopted later, shall apply to Officer
according to their terms.

<PAGE>

DATED as of the date first written above.

OFFICER: /s/ James T. Voss
-----------------
James T. Voss

COMPANY: PALMWORKS, INC.

/s/ Ellen S. Eckler
-------------------
Ellen S. Eckler
Director

/s/ Brent Nelson
-------------------
Brent Nelson
Director

<PAGE>
PALMWORKS, INC.

EXHIBIT A

OFFICER NONDISCLOSURE AGREEMENT

This Officer Nondisclosure Agreement (this "Agreement") is by and
between the undersigned officer ("Officer") and PALMWORKS INC. ("the Company").
For good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties agree:

1. Confidentiality. Officer recognizes that during the course of
employment with, the PALMWORKS INC., Officer will have access to certain
Confidential Information (as defined below) relating to the business of
PALMWORKS INC. Officer agrees that all Confidential Information shall remain the
exclusive property of PALMWORKS INC.

At all times during or following Officer's employment with PALMWORKS
INC., Officer agrees not to disclose to anyone outside PALMWORKS INC., nor to
use for any purpose other than Officer's work for PALMWORKS INC.; (i) any
Confidential Information or (ii) any information PALMWORKS INC. has received
from others which PALMWORKS INC. is obligated to treat as confidential or
proprietary.

If Officer has any questions as to what comprises such confidential or
proprietary information, or to whom, if anyone, it may be disclosed, Officer
will consult with his or her supervisor. In any dispute over whether information
is Confidential Information for purposes of enforcement of this Agreement, it
shall be the burden of Officer to show both that such contested information is
not Confidential Information within the meaning of the Agreement, and that it
does not constitute a trade secret under the laws of the State of Texas.

2. Definition of Confidential Information. "Confidential Information"
means any information or material in which PALMWORKS INC., whether or not owned
or developed by PALMWORKS INC., which is not generally known other than by
PALMWORKS INC., and of which Officer may obtain knowledge through or as a result
of the employment relationship established with PALMWORKS INC..

Without limiting the foregoing, Confidential Information means: (a) any
and all information relating to research, development, trade secrets, know how,
inventions, technical data, software, manufacture, and engineering; (b)
information entrusted TO PALMWORKS INC., or its principal officers and/or
officers by third parties; and (c) any and all business plans, marketing
techniques and plans, financial materials, cost data, customer lists, pricing
policies and other proprietary business information relating to purchasing,
accounting, marketing, merchandising or selling. Proprietary information also
includes any non-public information obtained in the course of employment with
PALMWORKS INC.

Confidential Information will not include information that (i) Officer
lawfully obtains from any third party who has lawfully obtained such
information; or (ii) is generally available to the public or is later published
or generally disclosed to the public by PALMWORKS INC.

<PAGE>

3. Return of Materials. At the time Officer leaves the employ of
PALMWORKS INC., Officer shall return all papers, drawings, notes, memoranda,
manuals, specifications, designs, devices, documents, diskettes and tapes, and
any other material on any media containing or disclosing any confidential or
proprietary technical or business information. Officer shall also return any
keys, pass cards, identification cards, or other property belonging to PALMWORKS
INC.

4. No Guarantee of Employment. Officer acknowledges and agrees that
Officer's employment with PALMWORKS INC., is of indefinite duration and that
either PALMWORKS INC. or Officer is free to terminate this employment
relationship at will and at any time with or without cause. Officer also
acknowledges that any representation to the contrary is unauthorized and void,
unless contained in a formal written employment contract signed by an officer of
PALMWORKS INC..

5. Injunctive Relief. Officer acknowledges that any violation of this
Agreement by Officer will cause irreparable injury to PALMWORKS INC. and
PALMWORKS INC. shall be entitled to extraordinary relief in court, including,
but not limited to, temporary restraining orders, preliminary injunctions, and
permanent injunctions, without the necessity of posting bond or security.
Officer consents to PALMWORKS INC. notifying anyone to whom Officer may provide
services of the existence and terms of this Agreement.

6. Miscellaneous. If court proceedings are required to enforce any
provision of this Agreement, the prevailing party shall be entitled to an award
of reasonable costs and expenses of litigation and any appeal, including
reasonable attorneys' fees. This Agreement shall be governed by the laws of the
State of Texas. Venue for any action arising out of this Agreement shall exist
exclusively in Galveston County, Texas, or in the Federal District Court for the
Southeastern District of Texas, unless injunctive relief is sought by PALMWORKS
INC. and, in PALMWORKS INC. judgment, may not be effective unless obtained in
some other venue. Officer's obligations under this Agreement supplement and do
not limit other obligations Officer has to PALMWORKS INC. including without
limitation under the law of trade secrets. This Agreement shall be enforceable
regardless of any claim Officer may have against PALMWORKS INC. If any provision
of this Agreement is held to be unenforceable as written, it shall be enforced
to the maximum extent allowed by applicable law. If any provision of this
Agreement is void or is so declared, such provision shall be severed from this
Agreement, which shall otherwise remain in full force and effect. This Agreement
shall survive termination of Officer's employment, however caused. This
Agreement shall be enforceable regardless of any claim Officer may have against
PALMWORKS INC. This Agreement is the final and complete expression of the
parties' agreement on these subjects, and may be amended only in a writing
signed by PALMWORKS INC. and Officer.

DATED this 28th day of October, 1999

OFFICER: /s/ James T. Voss
----------------------------
James T. Voss, President/CEO

PALMWORKS, INC.

COMPANY CO-FOUNDERS/OFFICER COMPENSATION AGREEMENT

This Compensation Agreement (this "Agreement") is dated and made
effective the 28th day of October, 1999 (the "Effective Date") between
PALMWORKS, INC., a Nevada corporation (and/or PALMWORKS, INC., a New York
corporation) (the "Company") and Ellen S. Eckler, ("Officer").

1. Employment. Company employs and Officer accepts employment on the
terms and conditions in this Agreement.

2. Duties. Officer is employed in the capacity of Executive VP/CFO.
Officer shall perform the duties customarily performed by an Executive VP/CFO.

5. Compensation. Officer's compensation shall be as follows:

a. Officer's gross salary initially shall be $8,000 per month
($96,000 per year on an annualized basis), which shall be computed and paid in
equal installments consistent with Company's normal payroll procedures. At the
end of each calendar year, Officer's salary shall be reviewed by the Board and
adjusted as determined by the Board in its sole discretion, provided that,
absent cause or Officer's consent, it may not be adjusted downward.

c. In the event that the Company were to be acquired; any and
all Officer' stock and or stock options would automatically become fully vested;
unless; the Officer were to continue employment, then the Officer would be
subject to the continuation of employment terms of the acquisition.

d. Officer may receive annual bonuses, profit sharing and/or
incentive compensation based on Company's profitability as determined by the
Board in its sole discretion.

e. Officer shall be eligible for such other compensation as
may be provided by the Board in its sole discretion.

<PAGE>

8. Disability. Officer shall be entitled to such disability benefits as
may be provided in the Company's benefit plan set forth in the Company's Officer
Handbook.

1.) 3 months of regular Officer pay, providing the Officer has
completed a minimum of 6 months of service with the company.
All stock becomes automatically fully vested, and, 50% vesting
on any stock options.

2.) 6 months of regular Officer pay, providing the Officer has
completed a minimum of 12 months of service with the company.
All stock, as well as, any stock options become fully vested.

3.) 12 months of regular Officer pay, providing the Officer
has completed a minimum of 18 months of service with the
company. . All stock, as well as, any stock options become
fully vested.

4.) A maximum of 12 months of regular Officer pay, providing
the officer has completed a minimum of 18 months of service
with the company, unless otherwise setforth in a 'Continuation
as Consultant Agreement'. All stock, as well as, any stock
options become fully vested.

<PAGE>

e. Death. Officer's employment shall terminate automatically
upon Officer's death.

f. Employment Status. This Dispute Resolution Process does not
guarantee continued employment, require discharge only for cause or require any
particular corrective action or discharge procedures.

<PAGE>

14. Governing Law. This Agreement shall be governed by the internal
laws of the state of Texas without giving effect to provisions thereof related
to choice of laws or conflict of laws.

16. Waiver. No waiver of any provision of this Agreement shall be valid
unless in writing, signed by the party against whom the waiver is sought to be
enforced. The waiver of any breach of this Agreement or failure to enforce any
provision of this Agreement shall not waive any later breach.

17. Assignment; Successors. Company may assign its rights and delegate
its duties under this Agreement. Officer may not assign Officer's rights or
delegate Officer's duties under this Agreement.

18. Binding Effect. This Agreement is binding upon the parties and
their personal representatives, heirs, successors and permitted assigns.

19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which, taken
together, shall constitute a single agreement.

<PAGE>

DATED as of the date first written above.

OFFICER: /s/ Ellen S. Eckler
---------------------
Ellen S. Eckler

COMPANY: PALMWORKS, INC.

/s/ James T. Voss
---------------------
James T. Voss
Director

/s/ Brent Nelson
---------------------
Brent Nelson
Director

<PAGE>
PALMWORKS, INC.

EXHIBIT A

OFFICER NONDISCLOSURE AGREEMENT

This Officer Nondisclosure Agreement (this "Agreement") is by and between the
undersigned officer ("Officer") and PALMWORKS INC. ("the Company"). For good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree:

1. Confidentiality. Officer recognizes that during the course of
employment with, PALMWORKS INC, Officer will have access to certain Confidential
Information (as defined below) relating to the business of the PALMWORKS, INC.
Officer agrees that all Confidential Information shall remain the exclusive
property of PALMWORKS INC.

Without limiting the foregoing, Confidential Information means: (a) any
and all information relating to research, development, trade secrets, know how,
inventions, technical data, software, manufacture, and engineering; (b)
information entrusted to PALMWORKS INC., or its principal officers and/or
officers by third parties; and (c) any and all business plans, marketing
techniques and plans, financial materials, cost data, customer lists, pricing
policies and other proprietary business information relating to purchasing,
accounting, marketing, merchandising or selling. Proprietary information also
includes any non-public information obtained in the course of employment with
PALMWORKS INC.

Confidential Information will not include information that (i) Officer lawfully
obtains from any third party who has lawfully obtained such information; or (ii)
is generally available to the public or is later published or generally
disclosed to the public by PALMWORKS INC.

<PAGE>

DATED this 28th day of October, 1999.

OFFICER: /s/ Ellen S. Eckler
-------------------
Ellen S. Eckler, Exec VP/CFO

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in this registration statement on Form S-1 of
PalmWorks, Inc. and the related prospectus of our report, relating to the
financial statements of PalmWorks, Inc., dated April 21, 2000.

/s/ L.L. Bradford & Company
-----------------------------
L.L. BRADFORD & COMPANY

Las Vegas, Nevada
May 2, 2000

Bob Stephens & Associates, P.C.
2825 Wilcrest, Suite 408
Houston, Texas 77042

Phone 713-339-3388
Fax 713-339-2355

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Titan Resources, Inc.

We hereby consent to the use in this Registration Statement on Form S-1, and to
the inclusion by reference m the audit report of L.L Bradford & Company, dated
April 21, 2000, of our report dated December 20, 1999. relating to the financial
statements of Titan Resources, Inc., subsequently Palmworks, Inc. . We also
consent to the reference to our firm under the caption 'Experts' in the
prospectus.

/s/ Bob Stephens & Associates, P.C.

Houston, Texas
May 1,2000

Exhibit 23.4