WOWSTORES COM INC, 10SB12G, 2000-05-12

WOWSTORES COM INC
10SB12G, 2000-05-12

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FORM 10-SB 12(g)

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the
Securities Exchange Act of 1934

WOWSTORES.COM INC.

(Name of Small Business Issuer in its charter)

COLORADO 84-1452191
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(State or other jurisdiction I.R.S. Employer Identification No.)
of incorporation or organization)

500 North Broadway, Suite 129, Jericho, NY 11753
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(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (516)465-3858
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Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered_________________________________________

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Name of each exchange on which each class is to be registered___________________

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

Common Stock, Par Value $0.00004
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(Title of class)

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(Title of class)
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INTRODUCTORY NOTE

This is the initial filing pursuant to the Securities and Exchange Act of
1934 ("Exchange Act") by the Registrant. As noted herein and in the text which
follows, the Registrant was incorporated on March 6, 1998, and has since
experienced one name change and two changes of control, and changes of business
focus. The Company continues to be a start up development stage entity without
significant revenues or any assurance of continued operations.

The Company was initially incorporated under the name Interactive Golf
Marketing Inc. ("IGM"). The business of IGM was the development, marketing,
distribution and sale of a new type of patented golf glove. Such business was
terminated before any revenues were realized.

While known as IGM, the Company completed a $75,000 Private Placement
offering pursuant to Rule 504 and filed a 15(c)211 permitting public trading of
the Common Shares on the NASD Bulletin Board.

On February 16, 1999, IGM acquired all of the Common Stock of E-Stores.com
Inc. ("E-Stores") issuing 3,040,000 shares of IGM Common Stock to the E-Stores
shareholders, then representing 67% of the Common Stock of the Company
subsequent to such transaction. The E-Stores management group owned and operated
the Company thereafter and changed its name to WowStores.com ("WowStores"). The
business of WowStores is a development stage Internet retail on-line business
directory. During the period of operations by former WowStores management, the
Company completed an additional One Million ($1,000,000) Dollar private
placement of additional securities.

On August 24, 1999, WowStores acquired substantially all of the capital
stock of Stockfirst.com, Inc., a Delaware corporation which owns and operates an
Internet financial information portal. The Company's name did not change. The
Company reorganized under the management of StockFirst, and continues to develop
the WowStores retail on-line directory as well as operating the financial portal
under the name "StockFirst". For accounting purposes, StockFirst is the
acquiring entity, although WowStores, the former IGM, is the legal survivor.

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Part I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND BACKGROUND

The Company is a Colorado corporation, which was incorporated on March 6, 1998,
under the name Interactive Golf Marketing Inc. ("IGM"). On February 16, 1999,
the Company entered into a stock purchase agreement with E-Stores.com Inc.,
pursuant to which the Company acquired all of the issued and outstanding capital
stock of E-Stores, Inc. in exchange for the capital stock of IGM. On February
22, 1999, the Company changed its name to WowStores.com Inc.

Prior to the acquisition, Herbert Tabin, Gary Schultheis, & Rakesh Taneja owned
100% of the capital stock of E-Stores.com Inc. and served as its officers and
directors. As a result of the consummation of the transactions under the stock
purchase agreement, E-Stores.com Inc. became a wholly owned subsidiary of the
Company and Herbert Tabin, Gary Schultheis, & Rakesh Taneja became the principal
shareholders of the Company and the officers and directors of the Company.

Effective August 24, 1999, the Company entered into a plan of reorganization
(the "Plan") with Stockfirst.com, Inc. ("StockFirst"). The Agreement originally
provided for the Company to issue 342,225,000 shares of its common stock in
exchange for 2,281,500 shares, or 100% of StockFirst outstanding shares (a 150
for 1 exchange). However, certain StockFirst shareholders ("Non-Participating
Shareholders") initially elected not to participate in the exchange of shares
with the Company. At closing, the Company issued 322,275,000 shares of its stock
in exchange for 2,148,500 StockFirst shares, or approximately 94% of
StockFirst's outstanding shares, in a transaction accounted for as a reverse
acquisition. Pursuant to the terms of the closing agreement of the Plan,
19,950,000 shares of the Company's common stock were issued in the name of
StockFirst to be held for the benefit of the Non-Participating shareholders.
Upon completion of the transaction, the principal shareholders of Stockfirst.com
Inc. became the Company's principal officers and a majority of its directors. In
January 2000, the Non-Participating Shareholders elected to participate in the
initial transaction, and were issued 19,950,000 shares of the Company's common
stock in exchange for the remaining shares of StockFirst. StockFirst is a
wholly-owned subsidiary of the Company.

PRIOR BUSINESS OF THE COMPANY

Interactive Golf Marketing Inc. was located in Littleton, Colorado. The
business operated as a developer of a new type of golf glove, in which it had
made an application of a patent for

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the Dual Balance TM Instructional Glove System (United States of America Patent
# 5,542,126). The product was comprised of a pair of golf gloves that allow any
golfer, from beginner to novice or advanced, to place his hands on the golf club
correctly every time. This system was to provide players with a tool to visually
illustrate the correct and accurate way to hold the club. Interactive Golf
Marketing Inc.'s marketing focus was expected to be in the design, development,
and facilitation of a commerce based Internet site where the product could be
seen and ordered online. Development of the patented glove was not completed.
Although the Company holds this patent, it has no intention of developing or
utilizing this product.

CURRENT BUSINESS OF THE COMPANY

The Company is in the start-up phase of two separate lines of business:

(1) Under the name WowStores.com Inc., the Company operates a retail online
directory where visitors can visit and purchase items from various Internet Web
sites linked to the Company. WowStores.com has online product space through
which it can offer customers a vast product selection through an efficient
search-and-retrieval interface. WowStores is a unique Internet web site. If
instructed by the User, the WowStores web site will conduct a shopping search,
and provide for a commission from the corresponding site, should the user use
the provided link to that sponsor's site.

WowStores.com has established over 600 affiliations with various online Web
sites. WowStores can theoretically receive commissions through the purchases by
visitors to the WowStores site from the various affiliates. Although the site is
accessible, up and operating, WowStores does not currently generate revenues
because the Company lacks the software or e-solutions to track the sales
achieved by such affiliates. The Company intends to increase the number of
affiliates and to create and initiate co-marketing programs which permit
WowStores to increase brand awareness. The Company currently has no assurance
that it will be able to implement the software or e-solutions necessary to
generate revenues from the site.

(2)Stockfirst.com is a financial portal specializing in financial content
aggregation, to wit: Stockfirst.com collects and re-publishes financial
information provided by others. This information is made available to visitors
to the Company's site on a free basis. Stockfirst.com intends to increase market
share through brand recognition, while simultaneously increasing its subscriber
base. StockFirst has built a subscriber base through advertising on various
Internet web sites generating over 62,000 non-paying subscribers to its
financial weekly newsletter. StockFirst offers financial research, free real
time stock quotes, message boards, financial products (e-commerce), daily

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market commentary, and various links to charts, IPO information, most active
"after hour traded" stocks, etc.

The Company has achieved minimal revenue from operations, is in a start-up phase
and has no significant assets, tangible or intangible, beyond its business
concepts, StockFirst subscriber base, and WowStores affiliates.

There is no assurance that the Company will ever earn sufficient revenue to
operate profitably or provide a return on investment to its security holders.
The Company's activities to date have consisted primarily of efforts to raise
funds; develop its retail online directory web site and its financial commentary
website.

INTERNET INDUSTRY OVERVIEW

The following overview discussion of the Internet Industry is provided for the
benefit of the reader, and should not be read to carry any implication that it
is proprietary to or in any way limited to the Company.

The Internet has emerged as a global medium enabling millions of people
worldwide to share information, communicate and conduct business electronically.
An estimated 33% of U.S. households now use the Internet. The number of U.S.
homes which use the Internet is projected to rise to 66% by 2003.

Over 50% of the U.S. adult population accessed the Internet in 1998.
International Data Corporation ("IDC") estimates that the number of Internet
users will grow from approximately 69 million worldwide in 1997 to approximately
320 million worldwide by the end of 2002. This growth is expected to be driven
by the large and growing number of personal computers ("PCs") installed in homes
and offices, the decreasing cost of PCs, easier, faster and cheaper access to
the Internet, improvements in network infrastructure, the proliferation of
Internet content and the increasing familiarity and acceptance of the Internet
by businesses and consumers. The Internet possesses a number of unique
characteristics that differentiate it from traditional media: users communicate
or access information without geographic or temporal limitations; users access
dynamic and interactive content on a real-time basis; and users communicate and
interact instantaneously with a single individual or with entire groups of
individuals. As a result of these characteristics, Internet usage is expected to
continue to grow rapidly. The growing acceptance of the Internet represents an
enormous opportunity for businesses to conduct commerce over the Internet. IDC
estimates that commerce over the Internet will increase from approximately $32
billion worldwide in 1998 to approximately $130 billion worldwide in 2000.

There are a large number of companies which we focused on facilitating a wide
variety of business-to-consumer transactions.

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These companies typically use the Internet to offer standard products and
services that can be easily described with graphics and text and do not
necessarily require physical presence for purchase, such as books, CDs,
videocassettes, automobiles, home loans, airline tickets and on-line banking and
stock trading. The Internet gives these companies the opportunity to develop
one-to-one relationships with customers worldwide from a central location
without having to make the significant investments otherwise required to build a
traditional bricks and mortar presence, with inventory and distribution
requirements associated with traditional direct marketing activities.

The Internet also offers advertisers the ability to target their messages and to
make changes quickly and frequently in response to market factors, current
events and consumer feedback. Advertising effectiveness is measured by the
number of "impressions" delivered to customers and the "click-through" rate to
advertisers' web sites. This level of target ability, flexibility, and
measurability is not available through traditional print or broadcast media.
Online advertising revenue was estimated at $266.9 million in 1996, $907 million
in 1997, and $2.1 billion in 1998, and an estimated $5.5 billion in 1999. Online
ad spending is expected to continue to grow to an estimated $15 billion by 2003.
Online advertising is showing significantly stronger yearly growth than
television advertising, and continues to gain ground on print advertising.
Internet advertising is projected to grow at in excess of 40% per annum, or more
than cable television's 15.5% growth rate.

REVENUE SOURCES

The Company exists to gain a piece of the Internet business-to-consumer
market, and hopes to be able to do so primarily by concentrating on its two
concepts, free financial information to subscribers under the StockFirst portal
and maintenance of an objective online retail directory as WowStores for
"affiliate" sales of third party product offerings.

Affiliations

The Company has established over 600 affiliations with various online Web
sites. WowStores can theoretically receive commissions through the purchases
made by visitors to the WowStores site with the various affiliates. Some of the
affiliations include AOL, Amazon, Toys R' Us, CD Now, Barnes & Noble, Staples,
and other household names. WowStores.com currently receives no revenues from
products and services sold through the site by shoppers who connect through the
Company's listed Web sites. Such revenues will be possible when and if the
Company develops the tracking software required to measure sales achieved by
affiliates.

Banner Advertising

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The Company plans on selling banner advertising on the WowStores.com
website in the near future. The Company currently receives advertising dollars
through its Stockfirst.com subsidiary. The competition for advertising dollars
is intense, but the advertising dollars available are growing. Ad rates for many
web sites have remained stable at $10 to $50 per 1,000 pages viewed, but
significant discounting is prevalent in the market. Critical to the sale of
advertising revenue on the Internet is the ability to attract and maintain an
audience. In the opinion of management, the Company's WowStores site has the
capacity, but not the proven ability, to attract and maintain an audience of
sufficient size and length of stay to allow the Company to become a successful
offeror of significant advertising dollars.

E-Commerce

The Company recently launched plans to have its own e-commerce business
within StockFirst. StockFirst has entered into joint venture agreements with
Wall Street Traders Column and IMF Corporation (Pitbull Investor.com) to engage
in the business of e-commerce.

E-Mail Sponsorships

Through the Stockfirst.com subsidiary, the Company has started to sell
advertising on the StockFirst weekly newsletter, through an e-mail sponsorship
program. StockFirst intends to generate revenue through sponsors in addition to
banner advertising on its site.

Other Activities

The Company is also exploring other Internet related activities as
possible new business opportunities. The Company has had unsuccessful, to date,
discussions with web developers relating to the possible acquisition thereof, or
joint ventures with such entities. The Company is continuing to seek a business
relationship with an on-going web development company. The Company has also
entered into a letter of intent to acquire the business of U.S. Receivables
Management Corp. ("U.S. Receivables"), a privately held company engaged in the
debt collection business. U.S. Receivables is controlled by the existing
officers and directors of the Company, including Messrs. George M. Greco Jr.,
and Paul Greco (see "Certain Transactions"). In the opinion of management, the
acquisition of U.S. Receivables, if it can be accomplished on the terms and
conditions of the Letter of Intent, specifically for securities, would enhance
the Company's prospects, by providing it with a infused stream of revenues, and
potentially synergistic benefits. U.S. Receivables does not have, and is not
expected to have, an Internet focus.

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COMPETITION.

WowStores.com

The market for retail online directories over the Internet is relatively
new, rapidly evolving and intensely competitive, and the Company expects
competition to intensify further in the future. Barriers to entry are relatively
low, and current and new competitors can launch new sites at a relatively low
cost using commercially available software. The Company currently or potentially
competes with a large number of other companies, many of which have greater
assets and other resources than the Company. The Company's competitors include
various online shopping web sites, including VirtualMall.com, Virtual Shopping
Center, Shopunet.com, Retail-on-the-web.com, cybershoppes.com, and a number of
others.

Stockfirst.com

The market for financial information websites over the Internet is
relatively new, rapidly evolving and intensely competitive, and the Company
expects competition to intensify further in the future. Barriers to entry are
relatively low, and current and new competitors can launch new sites at a
relatively low cost using commercially available software. The Company currently
or potentially competes with a number of other companies. The Company's
competitors include various financial information Internet portals, including
The Street.com, CBS Marketwatch, Raging Bull, IPO.com, Daily Stocks.com,
Quote.com, P.C. Quote, Free Real Time.com, and a number of other services,
including those that serve specialty markets.

Competitive pressures created by any one of these companies, or the
Company's competitors collectively, could have a material adverse effect on the
Company's business, results of operations and financial condition. The Company
believes that the principal competitive factors in its market are financial
content, free real time quotes, financial research, financial analysts,
population of stock market investors, customer service, reliability of
information, payment by advertisers, brand recognition, Web site convenience and
accessibility, price, quality of search tools and system reliability.

Most of the Company's current and potential competitors have longer
operating histories, larger subscriber bases, greater brand recognition and
significantly greater financial, marketing, technical and other resources than
the Company.

In addition, other financial information services might be acquired by,
receive investments from or enter into other

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business relationships with larger, well-established and well-financed
companies as use of Internet and other financial information services increases.
Therefore, certain of the Company's competitors may be able to devote greater
resources to marketing and promotional campaigns, adopt more aggressive pricing
policies or may try to attract traffic by offering services for free and devote
substantially more resources to Web site and systems development than the
Company. Increased competition may result in reduced operating margins, loss of
market share and diminished value in the Company's brand. There can be no
assurance that the Company will be able to compete successfully against current
and future competitors. Further, as a strategic response to changes in the
competitive environment, the Company may, from time to time, make certain
pricing, service or marketing decisions or acquisitions that could have a
material adverse effect on its business, results of operations and financial
condition. Certain Web-based applications that direct Internet traffic to
certain Web sites may channel users to information services that compete with
the Company. Although the Company advertises with several larger online services
and search engine companies, there can be no assurance that these arrangements
will be renewed on reasonable rate terms or that they will otherwise continue to
result in increased users of the Company's service. In addition, companies that
control access to transactions through network access or Web browsers could
promote the Company's competitors or charge the Company substantial fees for
inclusion. Any and all of the events could have a material adverse effect on the
Company's business, results of operations and financial condition.

EMPLOYEES

The Company is in the start-up phase of its operations. As of April 15, 2000,
the Company had four employees, one employed as sales manager, one employed as a
research editor/analyst, and two employed as officers. The officers are not
currently drawing any salary from the Company; the President of the Company had
previously received cash compensation as a consultant and forgiveness of debt
obligations. See "MANAGEMENT - Compensation".

RESEARCH AND DEVELOPMENT EXPENSES

To date, all of the Company's efforts have been research and development type
activities. Most of such costs are generally included in overhead as they are
principally expenses associated with maintaining and development of new online
features and applications and to the administration and maintenance of the
Company's websites and applications.

RECENT DEVELOPMENTS

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On November 10, 1999, the Company entered into a 24 month consulting agreement
with ANF Financial, Inc. to introduce products, expansion of product offerings,
development of new relationships, to assist and advise the Company of
merger/acquisition candidates, proposals, and financing. In return for services,
the Company agreed to pay $30,000.00 annually payable bi-monthly and issue
$50,000 worth of stock for the first twelve months. On March 8, 2000, the
Company amended the agreement terminating any cash compensation and agreeing to
compensate the consultant on a performance basis only. The Company has issued
213,726 restricted shares in total to ANF Financial, pursuant to the original
agreement.

On December 20, 1999, the Company entered into a Letter of Intent to acquire
100% of the business of U.S. Receivables Management Corp., a private company
engaged in the debt collection business for 40,000,000 shares of its common
stock. George M. Greco Jr., and Paul Greco, two of the four directors of the
Company, or members of their family, currently control U.S. Receivables, a
privately held company. There is no assurance that the transaction will be
completed.

On December 14, 1999, Stockfirst.com Inc. entered into a joint venture agreement
with IMF Corporation (Pitbull Investor.com) for the purpose of providing
financial information, and stock recommendations to Stockfirst.com subscribers
and the investing public on the StockFirst financial web site with the purpose
of offering e-commerce to its subscribers and to sell its research and financial
products through the web site.

On March 3, 2000, WowStores.com Inc. entered into a six-month consulting
agreement with MaxVentures Inc. to introduce products, expansion of product
offerings, development of new relationships, to assist and advise the Company of
merger/acquisition candidates, proposals, and financing. In return for services,
the Company agreed to pay $5,000.00 monthly plus ten percent of all gross paid
revenues introduced to WowStores by the Consultant. WowStores also agreed to
issue MaxVentures 1,000,000 shares of restricted common shares over the six
month consulting period and restricted Common Stock equal in amount to twenty
(20%) percent of certain monthly gross paid revenues of the Company generated by
Max Ventures. As of April 15, 2000, WowStores has issued 333,333 restricted
shares to MaxVentures.

On March 8, 2000, Stockfirst.com Inc. entered into a joint venture agreement
with Wall Street Trader's Column for the purpose of providing financial
information and stock recommendations to StockFirst subscribers and the
investing public on the StockFirst financial web site.

RISK FACTORS

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LACK OF PRIOR OPERATIONS AND EXPERIENCE. The Company has minimal revenue from
operations, is in a start-up phase with its existing assets and has no
significant assets, tangible or intangible. There can be no assurance that the
Company will generate revenues in the future. There is no assurance that the
Company will be able to operate profitably in the near future, or at any time
thereafter.

HISTORY OF LOSSES. The Company has incurred net losses of approximately $273,000
and $77,000 for the fiscal year ended December 31, 1999 and the period June 17,
1998 (date of StockFirst's inception) to December 31, 1998, respectively. There
can be no assurance that the Company will operate profitably in the near future
or at all.

NEGATIVE CASH FLOW. The Company has negative cash flow from operations of
approximately $408,000 and $87,000 for the year ended December 31, 1999 and the
period June 17, 1998 (date of StockFirst's inception) to December 31, 1998,
respectively. The Company has nominal current income or likely source of income
in the immediate future. Consulting and web development, advertising, and other
operating expenses are currently costing the Company in excess of $39,000
monthly. The Company will be required to place additional securities in new
financings to make up for such negative cash flow. Such transactions may have a
negative or depressing effect on the trading prices for the Company's
publicly-traded securities.

INADEQUATE CAPITAL. The Company does not have adequate capital to continue
current operations, without additional financing. The Company has no assurance
that it will secure additional financing. If the Company is able to secure
additional financing, there is no assurance that the current shareholders will
not be significantly diluted or otherwise disadvantaged by the terms of such
financing.

OTHER INTERESTS OF MANAGEMENT. The officers and directors have other interests
to which they may devote time and each may continue to do so, notwithstanding
the fact that additional management time may be necessary to conduct the
business of the Company.

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GOVERNMENT APPROVAL AND REGULATION. The Company is not currently subject to
direct federal, state or local regulation, and laws or regulations applicable to
access to or commerce on the Internet, other than regulations applicable to
businesses generally. However, due to the increasing popularity and use of the
Internet and other online services, it is possible that a number of laws and
regulations may be adopted with respect to the Internet or other online services
covering issues such as user privacy, freedom of expression, pricing, content
and quality of products and services, taxation, advertising, intellectual
property rights and information security. The adoption of any such laws or
regulations might also decrease the rate of growth of Internet use, which in
turn could decrease the demand for the Company's service or increase the cost of
doing business or in some other manner have a material adverse effect on the
Company's business, results of operations and financial condition. In addition,
applicability to the Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy is uncertain. The vast majority of such laws were
adopted prior to the advent of the Internet and related technologies and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies.

The Company does not believe that such regulations, which were adopted prior to
the advent of the Internet, govern the operations of the Company's business nor
have any claims been filed by any state implying that the Company is subject to
such legislation. There can be no assurance, however, that a state will not
attempt to impose these regulations upon the Company in the future or that such
imposition will not have a material adverse effect on the Company's business,
results of operations and financial condition.

In addition, because the Company's services are accessible worldwide and the
Company facilitates sales of goods to users worldwide, other jurisdictions may
claim that the Company is required to qualify to do business as a foreign
corporation in a particular state or foreign country. Failure by the Company to
qualify as a foreign corporation in a jurisdiction where it is required to do so
could subject the Company to taxes and penalties for the failure to qualify and
could result in the inability of the Company to enforce contracts in such
jurisdictions. Any such new legislation or regulation, or the application of
laws or regulations from jurisdictions whose laws do not currently apply to the
Company's business, could have a material adverse effect on the Company's
business, results of operations and financial condition.

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PREFERRED STOCK. The Company's certificate of incorporation authorizes
10,000,000 shares of Preferred stock, none of which Preferred shares are
outstanding.

NO LIKELIHOOD OF DIVIDENDS. The Company has never paid any cash or other
dividend. At present, the Company does not anticipate paying dividends in the
foreseeable future and intends to devote any earnings to the development of the
Company's businesses. Investors who anticipate the need for income from their
investments should refrain from purchasing the Company's stock.

RELIANCE ON MANAGEMENT. The Company's success is dependent upon its officers and
directors and the hiring of key individuals. No officer or director has any long
term employment agreement. There can be no assurance that the key personnel and
the Company's other directors will remain employed by the Company. In the event
key personnel cease to be employed by the Company, the Company will seek to find
qualified replacements on a timely basis.

LACK OF LISTING. The Company's securities are traded on the OTC Pink Sheets. The
Pink Sheets are a daily publication of the National Quotation Bureau that
details bid and asked prices of thousands of Over-The-Counter stocks. The Pink
Sheets are not a national securities exchange. The Pink Sheets do not provide
holders of the Company's securities with the liquidity which would or could be
available, if the Company's common stock were listed on a national securities
exchange, or the NASDAQ electronic market.

PENNY STOCK. The Company is subject to the SEC's "penny stock" rules if its
common stock trades below $5.00 per share. These rules require the delivery
prior to any penny stock transaction of a disclosure schedule explaining the
penny stock market and all associated risks and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, which are generally defined as
institutions or an investor with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 together with the spouse. For these types
of transactions the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. In addition, broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in our common stock which
could severely limit its market price and liquidity.

INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND OFFICERS. So far as
permitted by law, the Company's Certificate of Incorporation and By-Laws provide
that the Company will indemnify its directors and officers against expenses and
liabilities they incur to defend, settle or satisfy any civil or

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criminal action brought against them on account of their being or having been
Company directors or officers unless, in any such action, they are adjudged to
have acted with gross negligence or to have engaged in willful misconduct. As a
result of such provisions, stockholders may be unable to recover damages against
the directors and officers of the Company for actions taken by them which
constitute negligence or a violation of their fiduciary duties, which may reduce
the likelihood of stockholders instituting derivative litigation against
directors and officers and may discourage or deter stockholders from suing
directors, officers, employees and agents of the Company for breaches of their
duty of care, even though such action, if successful, might otherwise benefit
the Company and its stockholders.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

On August 24, 1999, pursuant to a Reorganization Agreement, WowStores.com Inc.
issued 322,275,000 shares of its common stock in exchange for 2,148,500 shares
of StockFirst's outstanding shares in a transaction accounted for as a reverse
acquisition. For accounting purposes, StockFirst was deemed the acquirer
although WowStores is the surviving legal entity. The consolidated financial
statements included herein and discussed below include the accounts of
StockFirst from June 17, 1998 (date of StockFirst's inception) to December 31,
1998 (hereinafter, "Fiscal 1998") and for the year ended December 31, 1999
("Fiscal 1999"). The Fiscal 1999 consolidated financial statements also include
the accounts of WowStores.com, Inc. from August 24, 1999 (the effective date of
the Reorganization Agreement) to December 31, 1999.

Results for Fiscal year 1999 reflect a loss of approximately $273,000 compared
to a loss for Fiscal 1998 of approximately $77,000. The greater loss incurred in
Fiscal 1999 was primarily attributable to costs associated with the Company's
start-up and organization activities, including capital raising activities. In
addition, the business of StockFirst continued to incur losses due to
advertising, marketing, and other related start-up costs. Similar costs are
being incurred and undertaken in the current year.

Operating expenses for Fiscal 1999 were approximately $468,000 compared to
approximately $142,000 for Fiscal 1998. The major operating expenses for the
Company were consulting and web development (approximately $97,000 and $37,000
in Fiscal 1999 and Fiscal 1998, respectively) and advertising (approximately
$233,000 and $58,000 in Fiscal 1999 and Fiscal 1998, respectively). Increases in
these items are primarily attributable to a full year's activity in Fiscal 1999
compared to approximately 6 1/2 months activity in Fiscal 1998.

Liquidity and Capital Resources. As of December 31, 1999, the Company had cash
of approximately $393,000 compared to $109,000 as of December 31, 1998. At
December 31, 1999, the Company had a deficit accumulated during the development
stage of $351,000. sine inception, the Company had net cash used in operating
activities of approximately $495,000. This was primarily as a result of a
cumulative net loss of approximately $351,000 and a cumulative non-cash deferred
income tax benefit of approximately $234,000. Significant investing and
financing activities since inception are discussed below.

Equity raised through a 504 offering increased net worth by approximately
$258,000 net of expenses associated with the offering. Cash acquired in the
August 24, 1999 reverse acquisition was approximately $690,000. Resultant equity
increased approximately $672,000, net of liabilities assumed of

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<PAGE>

approximately $18,000. During Fiscal 1998, Mr. George M. Greco, Jr. advanced
approximately $72,000 to the Company for working capital purposes. The loans
were non interest bearing and had no set repayment terms. During Fiscal 1999,
these loans were repaid to Mr. Greco.

On November 8, 1999, the Company satisfied a $100,000.00 promissory note
previously issued by StockFirst, prior to maturity, by payment in the amount of
$95,000.00. This advance was made by Galt Financial, Ltd. to Stockfirst.com Inc.
The Payee forgave the interest in lieu of early payment and satisfaction of the
note.

To date, the Company's cash requirements have largely exceeded cash flow. The
Company has satisfied its capital needs primarily through the cash which was
raised by the Company through private equity offerings. The Company's current
cash position requires that it engage in capital raising activities during the
next twelve months in order to continue its business activities.

The Company, through its wholly-owned subsidiary, StockFirst, has a restricted
stock investment in Sickbay.com, Inc. ("Sickbay"). The Company invested $16,000
in Sickbay in exchange for eighty thousand (80,000) shares purchased at $.20 per
share, and 240,000 Warrants, exercisable at $.60 per Warrant. The publicly
traded Sickbay shares have a current fair market value of approximately $7.50
per share, as of a recent date. The Company's investment in Sickbay shares is
restricted against re-transfer, and may not be currently sold. The Company
cannot and has not assumed any receipt of funds from the Sickbay shares. Should
the Sickbay shares be sold at or about current market values or any substantial
fraction thereof, the Company would significantly benefit therefrom.

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ITEM 3. DESCRIPTION OF PROPERTY

Office Space. The Company leases approximately 2,721 square feet of office space
at 500 North Broadway, Suite 129, Jericho, NY 11753. The current rental rate of
$5,385 per month, with certain escalations, is pursuant to a five-year lease
expiring on March 31, 2005. The space is currently shared with U.S. Receivables,
which pays 40% of the rent for the space. See Item 7, page 23 relating to Letter
of Intent to acquire U.S. Receivables.

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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company, as of April 15,
2000, regarding the beneficial ownership of the Company's voting securities by
(i) each of the Company's directors and executive officers, and (ii) all
directors and executive officers as a group.

Except as indicated below, management is not aware of any individual or entity
that owns 5% or more of the voting stock of the Company. Unless otherwise
indicated, each of the stockholders, listed in the table below has sole voting
and dispositive power with respect to shares beneficially owned by such
stockholder.

NAME OF COMMON PERCENT PERCENT OF
BENEFICIAL OWNER(1) SHARES OF CLASS VOTING OWNERSHIP
- ---------------------------------------------------------------------
The Greco Family 164,500,000 33.02% 33.02%
Limited Partnership

David Hirsch 102,000,000 20.47% 20.47%

Paul Greco Family 16,000,000 3.21% 3.21%
Limited Partnership

D. David Cohen (1) 0.00% 0.00%

All Directors and 282,500,000 56.70% 56.70%
Officers as a Group

(1) On January 18, 2000, at a meeting of the Board, the Board of Directors had
an informal discussion in respect to Mr. Cohen's compensation for serving as a
Director of the Company. The Board proposed issuing Mr. Cohen Shares in partial
compensation for his services as a Director of the Company. No Shares have been
issued to date. None are obligated to be issued. Mr. Cohen currently has no
equity interest in the Company. No expense or obligation has been incurred to
date.

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

The directors and executive officers of the Company as of April 15, 2000 are as
follows:

Name Age Position

David Hirsch 37 President, Director

George M. Greco Jr. 34 Secretary, Treasurer & Director

Paul Greco 32 Director

D. David Cohen 60 Director

David Hirsch. Mr. Hirsch has been President and a Director of the Company since
August, 1999. From October, 1998 to present, Mr. Hirsch also serves as the
President and a Director of the Company's wholly owned subsidiary, StockFirst,
Mr. Hirsch has been the President of StockFirst (formerly Genesis Capital Corp.)
since October, 1998, and he has been responsible for its day-to-day operations,
including the design, development and marketing of the corporate web site. From
January, 1998 to September, 1998, Mr. Hirsch was a partner of Vestcom Holdings,
Inc., a private Internet related Company, where he headed the marketing and
sales division as well as creative Web design productivity for a financial Web
site. From November 1995 to January 1998, Mr. Hirsch was employed as a
registered representative with First United Equities, a brokerage firm in New
York, NY. From April 1991 to November 1995, Mr. Hirsch was employed by Merrill
Lynch where his efforts were concentrated as a financial consultant in the
private client area. Mr. Hirsch graduated with honors from the State University
of New York at Albany, and received his Bachelor of Science in Economics in
1984.

George M. Greco Jr. Mr. Greco has been the Secretary, Treasurer and a Director
of the Company since August 1999. From October 1998 to August 1999, Mr. Greco
also serves as the Secretary, Treasurer and a Director of the Company's wholly
owned subsidiary, Stockfirst.com Inc. Mr. Greco has been the Secretary and
Treasurer of Stockfirst.com Inc. (formerly Genesis Capital Corp.) since October,
1998, and has been responsible for the administrative duties of the Company. Mr.
Greco is also an officer and director of U.S. Receivables Management Corp., a
start up company engaged in debt collection. The Company is considering the
acquisition of U.S. Receivables Management Corp. From January 1996 to July 1998,
Mr. Greco was the owner and principal executive officer of Foster Jeffries
Securities, a retail brokerage firm. From March 1995 to December 1995, Mr.

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Greco was employed by R.T.G. Richards & Co. as a stockbroker. Prior thereto, Mr.
Greco was employed by various brokerage firms. Mr. Greco attended Nassau
Community College, where he majored in Marketing and Business Administration.

Paul Greco. Paul Greco is a Director of the Company since January, 2000. Mr.
Greco is also the Sales Manager of the Company since August, 1999. Mr. Greco is
also the Vice President of U.S. Receivables Management Corp., a start up company
engaged in debt collection. Mr. Greco is also the President of Worldwide Capital
Corp., a private business consulting company. Mr. Greco worked as a stockbroker
for over nine years in the retail securities brokerage industry. From January
1996 to July 1998, Mr. Greco was employed by Foster Jeffries Securities. From
March 1995 to December 1995, Mr. Greco was employed by R.T.G. Richards & Co.
From August 1989 to March 1995, Mr. Greco was employed by Stratton Oakmont,
Inc., a retail brokerage firm which has since ceased doing business for
regulatory reasons. Mr. Greco was not a principal of the brokerage firm. In
September 1998, Mr. Greco agreed to a two-year suspension with the NASD without
admitting or denying any wrongdoing to any findings. Prior to becoming a
stockbroker, Mr. Greco attended the University of Buffalo. Mr. Greco is the
brother of George M. Greco Jr.

D. David Cohen. Mr. Cohen is a self-employed securities attorney practicing
corporate and securities law for over 35 years. He has previously served as an
officer and/or director of a number of publicly-traded companies, including
Vernitron Corporation (American Stock Exchange), Data Switch Corporation
(NASDAQ), and Elephant & Castle Group, Inc. (NASDAQ: SmallCap). Mr. Cohen is a
1965 graduate of Duke Law School, and also holds a Masters in Business Degree
from Columbia University (1977). He is an external director of the Company. Mr.
Cohen also services the Company as its primary corporate attorney. Mr. Cohen
received fees of less than $8,000 for his legal services for the Company and
StockFirst during 1999.

Each director holds office until the Company's annual meeting of stockholders
and until his successor is duly elected and qualified. Officers are elected by
the Board of Directors and hold office at the discretion of the Board of
Directors. Mr. Paul Greco is the brother of Mr. George M. Greco Jr. There are no
other family relationships between the other Director's. Mr. George M. Greco Jr,
Mr. David Hirsch, and Mr. D. David Cohen were elected as Directors immediately
following the Reorganization-merger agreement. The Board elected Mr. Paul Greco
as a Director on January 18, 2000.

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ITEM 6. EXECUTIVE COMPENSATION.

The Company is in the start-up phase of its business and operations and
currently generates minimal revenues. The executives and management have
currently agreed not to receive any salary. The Company maintains no health
plans or other fringe benefit programs. There are no employees who are parties
to employment agreements with the Company. Directors not otherwise employed by
the Company did not receive cash compensation for serving on the Board of
Directors during the fiscal year ended December 31, 1999. Certain former
executives elected to and received salaries as compensation.

1999 Total
Former Management Compensation
- ----------------- ------------

Herbert Tabin $ 76,154.10

Gary Schulteis 76,154.10

Ben Posner 6,300.00
-----------

TOTAL PRIOR MANAGEMENT: $158,608.20
===========

Current Management
- ------------------

David Hirsch, President $ 34,000.00*
-----------

TOTAL COMPENSATION
ALL CURRENT OFFICERS AND DIRECTORS: $ 34,000.00**
===========

*Includes $12,000 of loans made to Mr. Hirsch by StockFirst which were
subsequently forgiven, and $22,000 previously paid by StockFirst as consulting
fees.

** Excludes legal fees of less than $8,000 paid to D.David Cohen, Esq. during
1999.

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<PAGE>

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On March 6, 1998, IGM paid the amount of $25,000 to Far & Sure, LLC, a company
affiliated with the issuer, for a non-exclusive license agreement to market an
instructional golf glove on the Internet.

On February 16, 1999, IGM entered into a stock purchase agreement with
E-Stores.com Inc., in which IGM acquired 100 percent of the common stock of
E-Stores.com Inc. by issuing 3,040,000 shares of Interactive Golf Marketing,
Inc. common stock to the principals of e-Stores, who then became the controlling
shareholders of the Company, which was renamed "WowStores" and ticker symbol
changed to "WOWS".

On February 16, 1999, IGM sold 1,000,000 shares of its common stock to
International Industries, Inc., a publicly owned company that is controlled by
two former officers and directors of e-Stores. The sale price was $.02 per
share.

On February 17, 1999, the Company offered for sale 61,250 units, which consisted
of 10 common shares of $.001 par value and one (1) stock purchase warrant for
$10 per unit. Each warrant, which expired on August 31, 1999, entitled the
holder to purchase one (1) share of common stock for $6 per share. This offering
was made pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as
amended (the Act). As of October 5, 1999, all warrants have been exercised and
paid subsequent to April 30, 1999, except for $53,550, which represents 8,925
shares.

On February 23, 1999, (prior to the Reorganization) WowStores.com entered into a
consulting agreement with The Hawke Group Inc. Thereunder, the Company employed
the Hawke Group to provide financial public relations services to the Company as
an independent contractor-consultant. The term of this agreement commenced on
April 1, 1999 and terminated on April 1, 2000. The Company agreed to pay
$10,000.00 upon signing of the agreement, then $10,000.00 at the beginning of
the seventh contract month. In addition, the Company provided a promissory note
to the Consultant in the amount of $5,000.00 and payable on March 22, 2000. The
note had a convertible option, whereas the Consultant could elect to convert the
$5000.00 note into 1,250,000 shares of the Company's common stock. On February
29, 2000, the Hawke Group elected to convert such note into 1,250,000 restricted
common shares.

On August 24, 1999 the Company entered into a Reorganization agreement with a
theretofore unrelated private entity, Stockfirst.com Inc., a Delaware
corporation. See "Introductory

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<PAGE>

Note" and "Business". Stockfirst.com was formally known as Genesis Capital Corp.
until the name was changed May 7, 1999. Genesis Capital was incorporated on June
17, 1998.

On November 9, 1999, the Company satisfied the remaining balance of notes
payable in the amount of $42,500.00 to the Company's Secretary & Treasurer, Mr.
George M. Greco Jr. These notes represented the remaining balance for earlier
loans of $72,000 advanced by Mr. Greco to StockFirst.

On December 20, 1999, the Company entered into a Letter of Intent to acquire
100% of the business of U.S. Receivables Management Corp., a private company
engaged in the debt collection business for 40,000,000 shares of its common
stock. George M. Greco, Jr., and Paul Greco, two of the four directors of the
Company, or members of their family, currently control U.S. Receivables, a
privately held company. There is no assurance that the transaction will be
completed.

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<PAGE>

ITEM 8. DESCRIPTION OF SECURITIES.

As originally incorporated as Interactive Golf Marketing Inc., the Company was
authorized to issue Ten Million (10,000,000) Shares of its common stock, $ .0001
par value.

On May 5, 1999, WowStores amended its articles of incorporation to increase the
authorized shares of common stock to 250,000,000 with a par value of $.00004.

On August 9, 1999, the articles of incorporation of the Company were further
amended to increase the authorized shares of common stock to 500,000,000 shares
with a par value of $.00004.

The Company is currently authorized to issue Five Hundred Million (500,000,000)
shares of its Common Stock, $.0001 par value, of which amount 499,388,309 shares
are currently outstanding, as of April 15, 2000.

The Company is also authorized to issue Ten Million (10,000,000) shares of its
Preferred Stock, $.001 par value, of which amount no shares have been issued or
outstanding as of April 15, 2000.

Each outstanding share of Common Stock is entitled to one vote, either in person
or by proxy, on all matters that may be voted upon by the holders thereof at
meetings of the stockholders. The holders of the Company's Common Stock have
equal ratable rights to dividends from funds legally available, therefore, when,
and if declared by the Board of Directors of the Company.

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<PAGE>

WOWSTORES.COM, INC.
FORM 10 S-B
REGISTRATION STATEMENT
PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

Price Range of Common Stock

The Common Stock of the Company commenced trading on the OTC Bulletin
Board on October 9, 1998, under the symbol "IGFM". At the time of filing, only a
limited market existed for common shares of the Company. As of April 15, 2000,
the Company had outstanding 499,388,309 shares of Common Stock with a par value
of $0.0001 per share. According to the records of the Company's transfer agent,
Corporate Stock Transfer, as of 2/1/00, a total of 79,366,250 of those shares
were freely tradeable over the counter.

(a) The Common Stock of the Company has been listed on the over-the-counter
market since October of 1998, initially under the symbol, IGFM. The stock began
trading under the symbol, WOWS, on February 26, 1999. The following table sets
forth, for the fiscal periods indicated, the high and low trading prices of a
share of Common Stock as reported by the OTC Bulletin Board for periods on and
subsequent to October 9, 1998, and solely in the pink sheets from December 16,
1999 to date. Such quotations reflect inter-dealer prices, without dealer
mark-up, mark-down or commission and may not necessarily represent actual
transactions.

High Low

Fiscal Year 2000
1st Quarter .16 .04
2nd Quarter to date .093 .04

Fiscal Year 1999
1st Quarter 15.375 6.75
2nd Quarter 15.375 .21
3rd Quarter .26 .10
4th Quarter .20 .011

(b) As of a recent date, there are approximately 500 holders of record of shares
of such Common Stock. The Company is authorized to issue 10,000,000 shares of
Preferred Stock, but has not done so to date and there is no market for the
Registrant's Preferred Stock.

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<PAGE>

(c) On May 3, 1999, the Board of Directors of WowStores approved a 25 to 1
forward stock split on all issued and outstanding shares of common stock, in
which the record date for the split was May 12, 1999. According to the NASD, the
Company's shares were listed on the over-the-counter market since October 9,
1998, but did not trade until January, 1999.

(d) The Company has not paid dividends on the Common Stock since inception and
does not intend to pay and dividends to its stockholders in the foreseeable
future. The declaration of dividends in the future will be at the election of
the Board of Directors and will depend upon the earnings, capital requirements,
financial position of the Company, general economic conditions, and other
factors the Board of Directors deems relevant.

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<PAGE>

ITEM 2. LEGAL PROCEEDINGS.

The Company is not currently involved in any legal proceedings by or
against it or otherwise involving the Company.

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<PAGE>

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Interactive Golf Marketing retained the accounting firm Cordovano & Harvey, P.C.
to complete the audit year end April 30, 1998. After IGM merged with the
Company, prior management retained the accounting firm of Guest & Co. to start
the audited financials for year end April 30, 1999. Following the Stockfirst.com
Inc. merger, the current management agreed to continue the relationship with
Guest & Co. to complete the audited financial for year end April 30, 1999. Upon
completion, management of the Company had a disagreement with Guest & Co. solely
in respect of their fees and decided to engage new auditors. The Company engaged
Rothstein Kass & Company, P.C. to become the new auditors to complete the
December 31, 1999 financial statements.

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<PAGE>

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

Interactive Golf Marketing Inc. 504 Offering

On or about May 4, 1998, the Company concluded a private offering of securities
in reliance upon the exemption from registration requirements provided by Rule
504, promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). The Company sold one million five hundred thousand shares to 24 investors
at the offering price of $.05 per share, and each share consisted of 1 share of
Common Stock, par value $.001 per share. The total offering price was $75,000.
No underwriting discounts or commissions were paid. Each investor in the
offering executed a subscription agreement in which such investor represented,
among other things, that he, she must be a position to bear the economic risks
of an investment in the securities for an indefinite period of time and an
investment in the Company should not be made by persons who cannot afford the
loss of their entire investment. In conducting the offering, the Company
utilized an offering document that disclosed the terms of the offering and the
securities offered, as well as information about the Company. It should be noted
that the offering was conducted and concluded by the Company's previous
management prior to the acquisition transaction by which the current controlling
shareholders of the Company obtained control of the Company. The current
controlling shareholders, in connection with the acquisition transaction,
received assurances, in the form of representations and warranties, that the
offering was properly conducted in accordance with the requirements of Rule 504
and applicable state securities laws. The exemption under Rule 504 is available
to any issuer that is not a reporting company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, or not a development
stage company that either has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person. Rule 504 allows
companies to sell up to $1,000,000 of its securities within a 12-month period
in an exempt transaction to an unlimited number of investors without regard to
the investment sophistication of the investor. In the registration provisions
which require the delivery of a prospectus before sale, there was no restriction
on resale of the securities by investors. Thus, the Common Stock issued under
the Rule 504 exemption was "free-trading" and not restricted under federal law.
Rule 504 was amended effective April 7, 1999, subsequent to the completion of
the offering, and stock sold pursuant to that exemption would now be restricted
and not "free-trading."

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<PAGE>

WowStores.com Inc. 504 Offering

On or about February 17, 1999, the Company concluded a private offering of
securities in reliance upon the exemption from registration requirements
provided by Rule 504, promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The Company sold sixty one thousand two hundred fifty
units to investors at the offering price of $10.00 per unit, and each unit
consisted of 10 shares of Common Stock, par value $.001 per share, and 1 stock
purchase warrant. Each warrant entitled the holder thereof to purchase 1
additional share of Common Stock at a purchase price of $6.00 per share.
Consequently, the total offering price was $612,500, and an additional $367,350
would be received upon the exercise of all of the warrants. No underwriting
discounts or commissions were paid. The warrants were exercisable by the holder
at any time upon the payment of the exercise price until the expiration of the
warrant August 31, 1999. In addition, the Company could call a warrant if the
Common Stock traded at or above a $10.00 reported closing bid or trade price for
10 consecutive trading days, upon 15 days' written notice to the warrant holder
of the Company's intention to do so, if the warrant holder shall not have
exercised the warrant prior to the end of such 15-day notice period. Each
investor in the offering executed a subscription agreement in which such
investor represented, among other things, that he, she must be a position to
bear the economic risks of an investment in the securities for an indefinite
period of time and an investment in the Company should not be made by persons
who cannot afford the loss of their entire investment. In conducting the
offering, the Company utilized an offering document that disclosed the terms of
the offering and the securities offered, as well as information about the
Company. It should be noted that the offering was conducted and concluded by the
Company's previous management prior to the acquisition transaction by which the
current controlling shareholders of the Company obtained control of the Company.
The current controlling shareholders, in connection with the acquisition
transaction, received assurances, in the form of representations and warranties,
that the offering was properly conducted in accordance with the requirements of
Rule 504 and applicable state securities laws. The exemption under Rule 504 is
available to any issuer that is not a reporting company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, or not a
development stage company that either has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or person. Rule 504
allows companies to sell up to $1,000,000 of its securities within a 12-month
period in an exempt transaction to an unlimited number of investors without
regard to the investment sophistication of the investor. In the registration
provisions which require the delivery of a prospectus before sale, there was no
restriction on resale of the securities by investors. Thus,

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<PAGE>

the Common Stock issued under the Rule 504 exemption was "free-trading" and not
restricted under federal law. Rule 504 was amended effective April 7, 1999,
subsequent to the completion of the offering, and stock sold pursuant to that
exemption would now be restricted and not "free-trading." Since the closing of
the offering and the aforementioned acquisition transaction, all of the holders
of the stock purchase warrants sold during the offering have exercised such
warrants, resulting in the issuance of an additional 61,250 shares of Common
Stock at the warrant exercise price of $6.00 per share. As of February 28, 2000,
all warrants have been exercised and paid, except for $53,550.00, which
represents 8925 pre-split shares. These warrants expired on August 31, 1999
pursuant to the terms of the offering that took place on February 17, 1999.

Present management of the Company was not associated with, or otherwise involved
in, either private placement. The Company has no specific plans to offer its
securities, by private placement or registered public offering, in the future,
but management recognizes that such offerings may be required in order to raise
additional capital for the Company's business and operations.

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<PAGE>

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Colorado Law enables a corporation in its original certificate of incorporation,
or an amendment thereto validly approved by the Board of Directors, to eliminate
or limit personal liability of members of its Board of Directors for violations
of a director's fiduciary duty of care. However, the elimination or limitation
shall not apply where there has been a breach of the duty of loyalty, failure to
act in good faith, intentional misconduct or a knowing violation of a law, or
where an improper personal benefit is obtained. Colorado law permits a
corporation to indemnify directors and officers with respect to any matter in
which a director or officer acted in good faith and in a manner reasonably
believed to be not opposed to the best interests of the corporation, and, with
respect to any criminal action, had reasonable cause to believe the conduct was
lawful.

The Company's By-Laws include the following language:

Every director, officer, or employee of the Corporation shall be indemnified by
the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he mat become involved, by reason of
his being or having been 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 the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee, or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty or willful malfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement the
indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.

The Corporation shall provide to any person who is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, the indemnity against expenses
of suit, litigation or other proceedings which is specifically permissible under
applicable law.

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<PAGE>

WOWSTORES.COM, INC.
FORM 10-SB
REGISTRATION STATEMENT
Part III

Item 1. Index to Exhibits.

2.1 Stock Purchase Agreement, 16th February, 1999 by and among
Interactive Golf Marketing, Inc., Herbert Tabin and Gary Schulteis
and EStores.Com, Inc.

2.2 Agreement and Plan of Reorganization by and among WowStores.Com,
Inc. and all of the Shareholders of StockFirst.Com, Inc. 8/13/99,
Schedule and Addenda thereto.

3.1 Interactive Golf Marketing, Inc. Articles of Incorporation filed
3/6/98.

3.2 WowStores.Com, Inc. (formerly Interactive Golf Marketing, Inc.)
Certificate of Amendment increasing authorized Common Stock to
250,000,000 par value $.0001 and Preferred Stock, 10,000,000 $.001,
filed 5/14/99

3.3 WowStores.Com, Inc. Certificate of Amendment increasing authorized
Common Stock to 500,000,000, par value $.0001, filed 8/9/99.

21.1 StockFirst.Com, Inc. (Wholly-owned subsidiary)

Item 2. Description of Exhibits.

Annexed hereto this Registration Statement on Form 10-SB includes a synopsis
description of, or all material excerpts from, those documents identified in
Exhibit numbers 2, 3, 5, 6 and 7, as applicable, in Part III of this Form.

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<PAGE>

WOWSTORES.COM, INC.
FORM 10-SB
REGISTRATION STATEMENT
Part III

Exhibit 2.1

Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 16th
day of February, 1999, by and among INTERACTIVE GOLF MARKETING, INC., a Colorado
Corporation (hereinafter referred to as ("Buyer"); and HERBERT TABIN and GARY
SCHULTEIS (hereinafter referred to as "Seller"), being the sole shareholders of
ESTORES.COM, INC, a Delaware Corporation (hereinafter referred to as "Company")

WHEREAS, Seller is the owner of record and beneficially owns Three
Million Forty Thousand (3,040,000) shares of the issued and outstanding shares
of Common Stock of the Company (the "Shares"); and

WHEREAS, Seller desires to sell all of the Shares to Buyer, and buyer
desires to purchase the Shares, upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, and subject to the
accuracy of the representations and warranties of the parties, the parties
hereto agree as follows:

SALE AND PURCHASE OF THE SHARES

1.1 Sale and Purchase. Subject to the terms and conditions hereof, at
the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,
the Shares listed in Exhibit "A" attached herein, which together constitutes
100% of the issued and outstanding Shares of Common Stock of the Company.

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<PAGE>

1.2 Closing. The purchase shall be consummated at a closing
("Closing") to take place at 9:00 o'clock a.m., at the offices of Buyer's
counsel on February 20, 1999 ("Closing Date").

1.3. Purchase Price. The aggregate purchase price ("Purchase Price")
for the Shares shall be Three Million Forty Thousand (3,040,000) shares of
Common Stock of the Buyer ("Buyer Shares"). This portion of the Purchase Price
shall be paid at Closing by issuance and delivery of Buyer's Shares to Seller
against receipt of certificates representing the Shares, duly endorsed for
transfer to Buyer.

1.4 Other Agreements. At the Closing, the indicated parties shall
execute and deliver the following additional agreements in substantially
the form attached hereto.

(a) Letters of Resignation as Officers and Directors
of the Buyer by William Marshall and Lydia Marshall.

(b) Stock certificates representing all of the Shares,
duly endorsed to Buyer and in blank or assignments separate from the
certificates, transferring the Shares from Seller to Buyer.

1.5 Basic Agreements and Transactions Defined. This Agreement and
other agreements listed in paragraph 1.4, are sometimes referred to as the
"Basic Agreement". The transactions contemplated by the Basic Agreement are
sometimes referred to as the "Transactions".

* * * * *

2.2 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller as follows:

(a) Authorized Capitalization. The authorized
capitalization of the Buyer consists of Fifty Million (50,000,000) shares of
Common Stock, par value $.001 of which One Million Five Hundred Thousand
(1,500,000) shares have been issued and are outstanding and Ten Million
(10,000,000) shares of Preferred Stock, par value $.001, of which no shares are
outstanding. The Buyer's Shares have been duly authorized, validly issued, are
fully paid and non-assessable with no personal liability attaching to the
ownership thereof and were offered, issued, sold and delivered by the Buyer in
compliance with all applicable state and federal laws. The Buyer does not have
any outstanding rights, options, warrants, calls, commitments, conversion or any
other agreements of any character, whether oral or written, obligating it to
issue any

-35-

<PAGE>

shares of its capital stock, whether authorized or not. The Buyer is not a party
to and are not bound by any agreement, contract, arrangement or understanding,
whether oral or written, giving any person or entity any interest in, or any
right to share, participate in or receive any portion of, the Buyer's income,
profits or assets, or obligating the Buyer to distribute any portion of its
income, profits or assets.

* * * * *

7.3 Applicable Law. The Basic Agreements are made pursuant to, and
will be construed under, the laws of the State of Florida.

7.4 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid.

(a) If to Seller, to:

Herbert Tabin
6413 Congress Avenue, Suite 230
Boca Raton, FL 33467
Telephone: (561) 988-2334
Fax: (561)988-0815

(b) If to Buyer, to:

International Golf Marketing, Inc.
c/o G. David Gordon & Associates, P.C.
One Memorial Place
7633 East 63rd Place, Suite 210
Tulsa, OK 74133
Telephone: (918) 254-4997
Fax: (918) 254-2988

* * * * *

These addresses may be changed from time to time by written notice to
the other parties.

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement on the date first written above.

-36-

<PAGE>

"BUYER"

INTERNATIONAL GOLF MARKETING, INC.

By: s/William Marshall, President
------------------------------

"COMPANY"

ESTORES.COM INC.

By: s/Gary Schulteis, President
------------------------------

"SELLER"

By: s/Herbert Tabins
------------------------------

By: s/Gary Schulteis
------------------------------

-37-

<PAGE>

WOWSTORES.COM, INC.
FORM 10-SB
REGISTRATION STATEMENT
Part III

Exhibit 2.2

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG
WOWSTORES.COM, INC., AND ALL OF THE SHAREHOLDERS OF STOCKFIRST.COM,
INC.

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered
into this 23rd day of August, 1999, by an among WOWSTORES.COM, INC., a Colorado
corporation (hereinafter referred to as "Buyer"); and GEORGE M. GRECO, JR.,
DAVID HIRSCH AND CERTAIN OTHER SHAREHOLDERS LISTED ON THE ATTACHED SCHEDULE 1
(hereinafter collectively referred to as "Seller"), being all of the
shareholders of STOCKFIRST.COM INC., a Delaware corporation (hereafter referred
to as "Company").

WHEREAS, Seller is the owner of record and beneficially owns Two
Million Two Hundred Eighty-One Thousand Five Hundred (2,281,500) shares of the
issued and outstanding shares of Common Stock of the Company (the "Shares"); and

WHEREAS, the Shares represent 100% of all the issued and outstanding
shares of the Company; and

WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein;

WHEREAS, the parties intend that the exchange of Shares for shares of
Buyer's common stock, as contemplated herein, qualify as a tax free transaction
under Section 368 of the Internal Revenue Code;

1.1 Sale and Purchase. Subject to the terms and conditions hereof, at
the Closing (as defined in paragraph 1.2 below), Seller agrees to

-38-

<PAGE>

sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to
purchase from Seller, the Shares listed in Exhibit "A", attached hereto, which
together constitute 100% of the issued and outstanding Shares of Common Stock of
the Company solely in exchange for common stock of the Buyer, as further
provided herein.

1.2 Closing. The purchase shall be consummated at a closing
("Closing") to take place at 10:00 o'clock a.m. at the offices of Buyer's
counsel on August 16, 1999 ("Closing Date").

1.3 Purchase Price. The aggregate purchase price ("Purchase Price")
for the Shares shall be Three Hundred Forty-Four Million Five Hundred Thousand
(344,500,000) shares of common stock of the Buyer ("Buyer Shares") which shall
represent more than 68% of the issued and outstanding stock of the Buyer,
calculated on a fully diluted basis. The purchase price shall be paid at Closing
by issuance and delivery of Buyer's Shares to Seller against receipt of
certificates representing the Shares, duly endorsed for transfer to Buyer.

1.4 Allocation of Shares. All shares of stock of Buyer to be issued
to Seller pursuant to this Agreement shall be issued to the respective Seller in
proportion to their respective ownership of stock of the Company as described in
Exhibit "A" hereto.

* * * * *

2.2 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller as follows:

(a) Organization. The Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Colorado. The Buyer has all requisite corporate power and authority to won,
lease and operate its properties and to carry on its business. The Buyer is duly
qualified and in good standing as a foreign corporation in each jurisdiction
where its ownership of property or operation of its business requires
qualification.

(b) Authorized Capitalization. The authorized
capitalization of the Buyer at Closing will consist of Five Hundred Million
(500,000,000) shares of Common Stock, $.0001 par value, of which One Hundred
Fifty Five Million Three Hundred Sixty-Six Thousand Two Hundred Fifty
(155,366,250) shares have been issued and are outstanding and Ten Million
(10,000,000) shares of Preferred Stock, $.001 par value, of which no shares are
outstanding. All shares have been duly authorized, validly issued, are fully
paid and non-assessable with no personal liability attaching to the ownership
thereof and were offered, issued, sold and delivered by the Buyer in compliance
with all applicable state and federal laws. The Buyer does not have any
outstanding rights,

-39-

<PAGE>

options, warrants, calls, commitments, conversion or any other agreements of any
character, whether oral or written, obligating it to issue any shares of its
capital stock, whether authorized or not (whether such obligation is contingent
or otherwise). Buyer is not a party to and is not bound by any agreement,
contract, arrangement or understanding, whether oral or written, giving any
person or entity any interest in, or any right to share, participate in or
receive any portion of, the Buyer's income, profits or assets, or obligating the
Buyer to distribute any portion of its income, profits or assets.

* * * * *

IV.

CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE

4.5 Signature of Each of the Shareholders. This Agreement is
contingent upon the Buyer receiving the signature of all of the shareholders of
StockFirst. If, for any reason, the signatures of all of such shareholders shall
not have been secured by the Closing Date, the parties agree that this
Reorganization Agreement may be, on consent of holders of 66 1/3% of the voting
securities of the company consummated as a sale of all of the assets of the
Company in exchange for the consideration from Buyer, as provided for herein.

VII.

Miscellaneous

7.4 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:

(a) If to Seller, to:

George M. Greco, Jr.
500 North Broadway, Suite 167
Jericho, NY 11753
Telephone: (516) 933-3878
Fax: (516) 933-3879

Copy to:

D. David Cohen, Esquire
500 North Broadway, Suite 133
Jericho, NY 11753
Telephone: (516) 933-1700

-40-

<PAGE>

Fax: (516) 933-8454

(b) If to Buyer, to:

WowStores.com, Inc.
c/o G. David Gordon & Associates, P.C.
7633 East 63rd Place, Suite 210
Tulsa, OK 74137
Telephone: (918) 254-4997
Fax: (918) 254-2988

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement on the date first written above.

"BUYER"

WOWSTORES.COM, INC.

By: s/ Herbert Tabin, President
---------------------------

COMPANY

STOCKFIRST.COM INC.

By: s/David Hirsch, President
---------------------------

By: s/George M. Greco, Jr.,
---------------------------
Secretary/Treasurer

"SELLER"

By: s/George M. Greco, Jr.
---------------------------

By: s/David Hirsch
---------------------------

-41-

<PAGE>

SCHEDULE ONE

The Schedule of Shareholders of approving an exchange of shares with
WowStores.Com Inc.:

StockFirst Wow Shares
Shares to be received

George M. Greco, Jr. ................ 1,170,000 175,500,000
David Hirsch......................... 680,000 102,000,000
Jerry F. and Pearl M. Baremor........ 10,000 1,500,000
Alan Sheinwald....................... 15,000 2,250,000
Kenneth A. Wright.................... 10,000 1,500,000
Daniel L. Kramer..................... 37,500 5,625,000
A. Bruce Lovato...................... 10,000 1,500,000
George E. Layer...................... 5,000 750,000
Justin Brown......................... 25,000 3,750,000
Robert J. Blackwell.................. 12,500 1,875,000
Timothy A. Stacy..................... 7,500 1,125,000
Anthony Aleixio...................... 6,000 900,000
Paul Greco, Family Limited
Partnership ....................... 150,000 22,500,000
---------------------------

Total 2,148,500 322,275,000

% of Total Outstanding (2,281,500): 93.7%
=======

-42-

<PAGE>

SECOND ADDENDUM to AGREEMENT and PLAN of REORGANIZATION by and among
WOWSTORES.COM, INC. ("WOW"), certain shareholders (the "Owners") of
STOCKFIRST.COM INC. (the "Company") ("Reorganization Agreement").

WHEREAS, certain of the shareholders of the Company owning
approximately 93.7% of the outstanding shares of the Common Stock of the Common
Stock of the Company have approved the Reorganization Agreement; and

WHEREAS, the parties hereto are prepared to complete the exchange
solely with the exchanging shareholders of the Company.

NOW, THEREFORE, the parties hereto have agreed to modify and amend
the Reorganization Agreement as follows:

1. This transaction shall be closed as an exchange of shares
by and among the exchanging shareholders of the Company and the Buyer, provided
that the Buyer shall thereby acquire not less than ninety (90%) percent of the
voting securities of the Company.

2. Sufficient shares of the Buyer shall be reserved for
issuance in the future for the remaining shareholders of the Company not
currently participating in the exchange, on the same basis, terms and conditions
as if such remaining shareholders currently made the exchange.

3. In the event that the holder of a certain promised (but
unissued) warrant to purchase 125,000 shares of the Company's Common Stock
desires to exercise such Warrant (or any conversion

-43-

<PAGE>

rights substituted in exchange therefor) such holder shall receive that number
of WOWSTORES.COM, INC. appropriate for exchange or negotiated to be exchanged
out of the 55,000,000 WOWSTORES.COM, INC. set aside in the undertaking and
option of Messrs. Herbert Tabin and Gary Schultheis.

[The rest of this page intentionally left blank]

-44-

<PAGE>

4. The closing date of the initial exchange transaction shall be
August 24, 1999.

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement on the date first written above.

"BUYER"

WOWSTORES.COM, INC.

By s/Herbert Tobin
--------------------------
Herbert Tabin, President

"COMPANY"

STOCKFIRST.COM INC.

By s/David Hirsch
--------------------------
David Hirsch, President

By s/George M. Greco, Jr.
--------------------------
George M. Greco, Jr.,
Secretary-Treasurer

"SELLERS"

By s/George M. Greco, Jr.
--------------------------
George M. Greco, Jr.

By s/David Hirsch
--------------------------
David Hirsch

-45-

<PAGE>

AGREEMENT and PLAN of REORGANIZATION
by and among WOWSTORES.COM, INC.
and all of the Shareholders of
StockFirst.Com, Inc.

August __, 1999

UNDERTAKING AND OPTION

The undersigned being two of the principal shareholders of
WOWSTORES.COM, INC. ("WOW") have executed this undertaking in connection with a
proposed Reorganization Agreement with all of the shareholders of StockFirst.Com
Inc. ("StockFirst") (the "Agreement").

1. Each of the undersigned represents that he is the owner of
37,500,000 shares of the common stock of WOW ("Shares"); that such shares are
owned of record and beneficially free and clear of all liens, encumbrances,
pledges, claims and options, charges and assessments of any nature whatsoever,
and each has full right and lawful authority to transfer such Shares or any of
them.

2. As a condition of closing of the Agreement each of the undersigned
promises to deposit certificates representing 27,500,000 Shares (55,000,000
Shares in the aggregate) with an escrowee selected by StockFirst, and reasonably
acceptable to the undersigned.

3. The escrowee shall be authorized to transfer the 55,000,000 Shares
or any part thereof to StockFirst or any assignee appointed by StockFirst at a
purchase price equal to the par value per share, ($5,500 for the entire
55,000,000 Shares), with instructions to remit to the undersigned the entire
proceeds of any such disposition of the Shares, and that on the fifth (5th)
annual anniversary of closing of the Agreement, any Shares not so acquired by
StockFirst or any of its assignees shall be reissued, one-half to each of the
undersigned.

-46-

<PAGE>

4. The certificates representing the 55,000,000 Shares deposited in
escrow shall bear a legend restricting transferability thereof in accordance
with the Securities Laws and referencing this letter of Undertaking and Option.

s/Herbert Tabin
-------------------
Herbert Tabin

s/Gary Schultheis
-------------------
Gary Schultheis

-47-

<PAGE>

WOWSTORES.COM, INC.
FORM 10-SB
REGISTRATION STATEMENT
Part III

Exhibit 3.1

Articles of Incorporation

Secretary of State
State of Colorado
Corporation Section
Denver, Colorado 80202

Corporation Name Interactive Golf Marketing, Inc.
------------------------------------

Principal Business Address 1869 W. Littleton Blvd., Littleton, CO 80120
---------------------------------------------

Stock information: (If additional space is needed, continue on a separate sheet
of paper.)

Stock Class Common Authorized Shares 50,000,000 Par Value .001
------------- --------------- ------

Stock Class Preferred Authorised Shares 10,000,000 Par Value .001
------------- --------------- ------

Incorporators: Names and addresses: (If more than two, continue on a
separate sheet of paper.)

Name Address

Philbert Daniel Harvanek 10840 Park Range Rd., Littleton 80127
- ------------------------ -------------------------------------

Dianne Lynn Harvanek 10840 Park Range Rd., Littleton 80127
- -------------------- -------------------------------------

Filed: 03-06-98

-48-

<PAGE>

WOWSTORES.COM, INC.
FORM 10-SB
REGISTRATION STATEMENT
Part III

EXHIBIT 3.2

Articles of Amendment
to the
Articles of Incorporation

Secretary of State
State of Colorado
Corporation Section
Denver, Colorado 80202

FIRST: The name of the corporation is WowStores.Com, Inc.(formerly Interactive
Golf Marketing, Inc.)

Second: The following amendment to the Articles of Incorporation was adopted on
May 5, 1999, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:

__X__ Such amendment was adopted by a vote of the shareholders. The number of
shares voted for the amendment was sufficient for approval.

EXHIBIT A

The stock information listed in the Articles of Incorporation for WowStores.Com,
Inc. is hereby amended and restated to read as follows:

Stock Class Common Authorized Shares 250,000,000 par value .0001
Stock Class Preferred Authorized Shares 10,000,000 par value .001

Filed 05-14-99

-49-

<PAGE>

WOWSTORES.COM, INC.
FORM 10-SB
REGISTRATION STATEMENT
Part III

EXHIBIT 3.3

Articles of Amendment
to the
Articles of Incorporation

Secretary of State
State of Colorado
Corporation Section
Denver, Colorado 80202

FIRST: The name of the corporation is WowStores.Com, Inc.(formerly
Interactive Golf Marketing, Inc.)

Second: The following amendment to the Articles of Incorporation was adopted on
August 10, 1999, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:

__X__ Such amendment was adopted by a vote of the shareholders. The number of
shares voted for the amendment was sufficient for approval.

EXHIBIT A

The stock information listed in the Articles of Incorporation for WowStores.Com,
Inc. is hereby amended and restated to read as follows:

Stock Class Common Authorized Shares 500,000,000 par value .0001
Stock Class Preferred Authorized Shares 10,000,000 par value .001

Filed 08-10-99

-50-

<PAGE>

SIGNATURE PAGE

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

WowStores.com Inc.

BY /s/ David Hirsch President
--------------------------------------------------------------------
David Hirsch

DATE May 10, 2000
--------------------------------------------------------------------

BY /s/David Hirsch Director
--------------------------------------------------------------------
David Hirsch, President

DATE May 10, 2000
---------------------------

BY /s/George M. Greco Jr. Director
--------------------------------------------------------------------
George M. Greco Jr., Secretary/Treasurer

DATE May 10, 2000
---------------------------

BY /s/Paul Greco Director
--------------------------------------------------------------------
Paul Greco, Director

DATE May 10, 2000
---------------------------

BY /s/D. David Cohen Director
--------------------------------------------------------------------
D. David Cohen, Director

DATE May 10, 2000

-51-

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

AND

INDEPENDENT AUDITORS' REPORT

DECEMBER 31, 1999

F1
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

INDEPENDENT AUDITORS' REPORT ............................................. 3

CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet ....................................................... 4
Statements of Operations and Comprehensive Income (Loss) ............ 5
Statements of Stockholders' Equity .................................. 6
Statements of Cash Flows ............................................ 7
Notes to Financial Statements ....................................... 8-16

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Wowstores.com, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Wowstores.com,
Inc. and Subsidiary (A Development Stage Company) as of December 31, 1999, and
the related consolidated statements of operations and comprehensive income
(loss), stockholders' equity, and cash flows for the year then ended, the period
June 17, 1998 (date of inception) to December 31, 1998 and the cumulative period
June 17, 1998 (date of inception) to December 31, 1999. 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 audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Wowstores.com, Inc. and Subsidiary (A Development Stage Company) as of December
31, 1999, and the consolidated results of their operations and their cash flows
for the year then ended, the period June 17, 1998 (date of inception) to
December 31, 1998 and the cumulative period June 17, 1998 (date of inception) to
December 31, 1999, 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 1 to the
consolidated financial statements, the Company has been in the development stage
since its inception and has generated minimal sales. Further, the Company has
suffered significant losses since inception and has negative cash flows from
operations. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans regarding those matters are
also described in Note 1. The consolidated financial statements do not include
any adjustments that may result from the outcome of this uncertainty.

/s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey
March 16, 2000

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999

ASSETS

CURRENT ASSETS
Cash $ 393,122
Investments 192,000
Other current assets 44,766
-----------

Total current assets 629,888
-----------

EQUIPMENT, net 7,293
-----------

OTHER ASSETS
Investments 408,000
Other 1,700
-----------

409,700
-----------

$ 1,046,881
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Short-term debt $ 5,000
Accounts payable 44,951
Accrued professional fees 36,200
Other current liabilities 3,920
-----------

Total current liabilities 90,071
-----------

COMMITMENTS

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
10,000,000 shares authorized, no
shares issued or outstanding
Common stock, $.00004 par value,
500,000,000 shares authorized, 477,641,250
shares issued and outstanding 19,106
Additional paid-in capital 938,291
Accumulated other comprehensive income 350,000
Deficit accumulated during development stage (350,587)
-----------
Total stockholders' equity 956,810
-----------

$ 1,046,881
===========

See accompanying notes to consolidated financial statements. 2

F4
<PAGE>

<TABLE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

OPERATING EXPENSES
Consulting and web development 96,800 36,788 133,588
Advertising 232,872 58,025 290,897
Consulting, officer 34,000 26,000 60,000
Other 104,535 21,234 125,769
----------- --------- ----------
Total operating expenses 468,207 142,047 610,254
----------- --------- ----------

LOSS FROM OPERATIONS (442,810) (128,222) (571,032)
----------- --------- ----------

OTHER INCOME (EXPENSE)
Interest income 8,323 8,323
Interest expense (13,165) (13,165)
Loss on sale of investments (8,713) (8,713)
----------- --------- ----------

(13,555) (13,555)
----------- --------- ----------

LOSS BEFORE INCOME TAX BENEFIT (456,365) (128,222) (584,587)

INCOME TAX BENEFIT 183,000 51,000 234,000
----------- --------- ----------

NET LOSS $ (273,365) $ (77,222) $ (350,587)
=========== ========= ==========

NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ NIL $ NIL $ NIL
=========== ========= ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 376,073,596 144,156,894 294,596,896
=========== =========== ===========

COMPREHENSIVE INCOME (LOSS)

NET LOSS $ (273,365) $ (77,222) $ (350,587)

OTHER COMPREHENSIVE INCOME, unrealized gain on
investments, net of $234,000 of tax 350,000 350,000
----------- --------- ----------
$ 76,635 $ (77,222) $ (587)
=========== ========= ==========

See accompanying notes to consolidated financial statements. 3
</TABLE>

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

COMMON STOCK COMMON ADDITIONAL
----------------------- STOCK PAID-IN '
SHARES AMOUNT SUBSCRIBED CAPITAL
----------- -------- ----------- -------------
<S> <C> <C> <C> <C>
SALE OF COMMON STOCK, at par
to incorporators 300,000,000 $ 12,000 $ -- $ (11,800)

SALE OF COMMON STOCK,
net of offering costs 149,000

NET LOSS
----------------------------------------------------------

BALANCES, December 31, 1998 300,000,000 12,000 149,000 (11,800)

ISSUANCE OF COMMON
STOCK SUBSCRIBED 15,900,000 636 (149,000) 148,364

SALE OF COMMON STOCK,
net of offering costs 4,125,000 165 108,335

ISSUANCE OF WARRANTS 12,540

ISSUANCE OF COMMON STOCK
IN CONNECTION WITH THE ACQUISITION
OF CERTAIN INTANGIBLE ASSETS 2,250,000 90 14,910

REVERSE ACQUISITION TRANSACTION 155,366,250 6,215 665,942

UNREALIZED GAIN ON INVESTMENTS

NET LOSS
----------------------------------------------------------

BALANCES, December 31, 1999 477,641,250 $ 19,106 $ -- $ 938,291
==========================================================

DEFICIT
ACCUMULATED ACCUMULATED
OTHER DURING TOTAL
COMPREHENSIVE DEVELOPMENT STOCKHOLDERS'
INCOME STAGE EQUITY
------------- ------------ -------------
<S> <C> <C> <C>
SALE OF COMMON STOCK, at par
to incorporators $ -- $ -- $ 200

SALE OF COMMON STOCK,
net of offering costs 149,000

NET LOSS (77,222) (77,222)
------------------------------------------------

BALANCES, December 31, 1998 (77,222) 71,978

ISSUANCE OF COMMON
STOCK SUBSCRIBED

SALE OF COMMON STOCK,
net of offering costs 108,500

ISSUANCE OF WARRANTS 12,540

ISSUANCE OF COMMON STOCK
IN CONNECTION WITH THE ACQUISITION
OF CERTAIN INTANGIBLE ASSETS 15,000

REVERSE ACQUISITION TRANSACTION 672,157

UNREALIZED GAIN ON INVESTMENTS 350,000 350,000

NET LOSS (273,365) (273,365)
------------------------------------------------

BALANCES, December 31, 1999 $ 350,000 $(350,587) $ 956,810
================================================

See accompanying notes to consolidated financial statements. 4

</TABLE>

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

CUMULATIVE
PERIOD PERIOD
JUNE 17, 1998 JUNE 17, 1998
(DATE OF (DATE OF
YEAR ENDED INCEPTION) TO INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
------------- -------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (273,365) $ (77,222) $ (350,587)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 2,446 262 2,708
Deferred income taxes (183,000) (51,000) (234,000)
Noncash interest 12,540 12,540
Write-off of intangible assets 15,000 15,000
Loss on sale of investments 8,713 8,713
Increase (decrease) in cash attributable to changes
in operating assets and liabilities
Other current assets (13,939) (5,627) (19,566)
Other assets (1,700) (1,700)
Accounts payable 6,555 38,396 44,951
Accrued professional fees 16,110 7,000 23,110
Other current liabilities 2,977 943 3,920
---------- --------- ----------
NET CASH USED IN OPERATING ACTIVITIES (407,663) (87,248) (494,911)
---------- --------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment (6,273) (3,728) (10,001)
Purchases of investments (67,510) (67,510)
Proceeds from sales of investments 42,797 42,797
Advance to related party (25,000) (25,000)
Cash acquired in reverse acquisition 690,047 690,047
---------- --------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 634,061 (3,728) 630,333
---------- --------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term debt 95,000 95,000
Repayments of short-term debt (95,000) (95,000)
Proceeds from sales of common stock 108,500 149,200 257,700
Advances from stockholder 71,920 71,920
Repayment of advances from stockholder (50,920) (21,000) (71,920)
---------- --------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 57,580 200,120 257,700
---------- --------- ----------
NET INCREASE IN CASH 283,978 109,144 393,122

CASH
Beginning of period 109,144
---------- --------- ----------

End of period $ 393,122 $ 109,144 $ 393,122
========== ========= ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION,
cash paid during the period for interest $ 625 $ -- $ 625
========== ========= ==========
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES:

Issuance of common stock in connection
with the acquisition of certain intangible assets $ 15,000 $ -- $ 15,000
========== ========= ==========
Liabilities acquired in reverse acquisition $ 17,890 $ -- $ 17,890
========== ========= ==========

See accompanying notes to consolidated financial statements. 5

</TABLE>

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND Nature of Operations

Wowstores.com, Inc. ("Wow") was incorporated in
the state of Colorado in March 1998 for the
purpose of designing and developing a commerce-
based internet site where products can be seen and
ordered directly on-line. Stockfirst.com, Inc.
(formerly Genesis Capital Corp.) ("Stockfirst"),
the sole subsidiary of Wow, intends to develop,
manage and promote a network of financial web
sites on the internet. It is anticipated that
Stockfirst's major source of revenue will come
from advertising on its web sites. Other revenue
sources are anticipated to be from web site design
and maintenance, financial information services
and strategic alliances with other on-line
financial web site providers.

Wow and Stockfirst (collectively, the "Company")
are in the development stage as defined in
Statement of Financial Accounting Standards
("SFAS") 7, "Accounting and Reporting for
Development Stage Enterprises." To date, the
Company has generated minimal sales and devoted
its efforts primarily to various start-up
activities including development, advertising and
capital raising.

Risks and Uncertainties

The market for internet information, products and
services is intensely competitive and rapidly
changing. Participants in this market range from
extremely large and well capitalized companies to
smaller competitors as there are no substantial
barriers to entry into such market. Substantially
all of the Company's potential competitors have
longer operating histories, significantly greater
financial, technical and marketing resources and
greater name recognition than the Company. Many of
these competitors are already established in the
internet marketplace and therefore have a
significant competitive advantage. In addition,
these competitors may be able to respond more
quickly to new or emerging technologies and
changes in customer requirements and devote
greater resources to the development, promotion
and sale of their internet information services
and products than the Company. There can be no
assurance that the Company's potential competitors
will not develop internet information products and
services comparable or superior to those developed
by the Company or adapt more quickly than the
Company to new technologies, evolving industry
trends or changing customer requirements.

Going Concern Consideration

The accompanying consolidated financial statements
have been prepared assuming the Company will
continue as a going concern. As discussed above,
the Company has been in the development stage
since its inception and has generated minimal
sales. Further, the Company has suffered
significant losses since inception and has
negative cash flows from operations. These
conditions raise substantial doubt about the
Company's ability to continue as a going concern.

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND
(CONTINUED) The consolidated financial statements do not
include any adjustments that might result from the
outcome of this uncertainty. The Company has taken
steps to improve its situation including the
August 1999 business combination (see Note 3), the
September 1999 purchase of restricted equity
securities in an unrelated, publicly-traded
company (see Note 4) and the December 1999
execution of a letter of intent to acquire a
related company (see Note 9). However, the
Company's current cash position will require that
it engage in further capital raising activities
during the next twelve months in order to continue
its planned business activities. Further, the
Company is seeking other acquisition opportunities
or strategic alliances that will enable it to
generate cash flows. There can be no assurances
that management's plans, as described above, will
be realized.

2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES Principles of Consolidation

In August 1999, Wow issued 322,275,000 shares of
its common stock in exchange for 2,148,500 shares
of Stockfirst's outstanding shares in a
transaction accounted for as a reverse
acquisition. Stockfirst was deemed the accounting
acquirer and Wow was deemed the legal acquirer
(see Note 3). The 1999 consolidated financial
statements include the accounts of Wow and its
wholly-owned subsidiary, Stockfirst. All
significant intercompany transactions and balances
have been eliminated in consolidation.

The 1998 financial statements of Stockfirst,
included herein, are referred to as consolidated
financial statements.

Investments

The Company records its investments in an
available-for-sale securities at fair value.
Unrealized gain on investments, net of tax, is
reported as other comprehensive income.

Equipment

Equipment is stated at cost less accumulated
depreciation. Depreciation is recorded using the
double declining-balance method over 5 or 7 years.

Net Loss per Common Share

Net loss per common share is based on the weighted
average number of common shares outstanding.

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED) The Company complies with SFAS 128, "Earnings Per
Share," which requires dual presentation of basic
and diluted earnings per share. Basic earnings per
share excludes dilution and is computed by
dividing income available to common stockholders
by the weighted-average common shares outstanding
for the year. Diluted earnings per share reflects
the potential dilution that could occur if
securities or other contracts to issue common
stock were exercised or converted into common
stock or resulted in the issuance of common stock
that then shared in the earnings of the entity.

Since the effect of outstanding options and
convertible debt are antidilutive, they have been
excluded from the Company's computation of net
loss per common share.

Income Taxes

The Company complies with SFAS 109, "Accounting
for Income Taxes," which requires an asset and
liability approach to financial accounting and
reporting for income taxes. Deferred income tax
assets and liabilities are computed for
differences between the financial statement and
tax bases of assets and liabilities that will
result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to
the periods in which the differences are expected
to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.

Use of Estimates

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

F10

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. BUSINESS COMBINATION Effective August 24, 1999, Wow entered into a plan
of reorganization (the "Plan") with Stockfirst.
The agreement originally provided for Wow to issue
342,225,000 shares of its common stock in exchange
for 2,281,500 shares, or 100%, of Stockfirst's
outstanding shares (a 150 for 1 exchange).
However, certain Stockfirst shareholders
("Non-Participating Stockfirst shareholders")
elected not to approve the exchange of shares with
Wow. Hence, the closing agreement of the Plan
provided for Wow to issue 322,275,000 shares of
its common stock in exchange for 2,148,500 shares,
or approximately 94% of Stockfirst's outstanding
shares, in a transaction accounted for as a
reverse acquisition.

Pursuant to the terms of the closing agreement of
the Plan, 19,950,000 shares of Wow common stock
were to be issued in the name of Stockfirst to be
held for the benefit of the Non-Participating
Stockfirst shareholders. These shares were never
issued. In January 2000, The Non-Participating
Stockfirst shareholders elected to approve the
Plan and were issued 19,950,000 shares of Wow's
common stock in exchange for the remaining 133,000
shares of Stockfirst's outstanding shares (see
Note 10).

The reverse acquisition, as described above, has
been accounted for as a purchase business
combination in which Stockfirst was the accounting
acquirer and Wow was the legal acquirer. No
goodwill has been recognized since Wow was a
"shell company." Accordingly, the accompanying
consolidated statements of operations includes the
results of operations of Wow from August 24, 1999,
the effective date of the Plan, through December
31, 1999.

Net assets of Wow as of August 24, 1999 were as
follows:

Cash ............................... $ 690,047
Liabilities ........................ (17,890)
-----------
$ 672,157
===========

F11

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. BUSINESS COMBINATION
(CONTINUED) The following summarized unaudited consolidated
pro forma information shows the results of
operations of the Company had the reverse
acquisition occurred on June 17, 1998 (date of
inception) (in thousands):

1999 1998 Cumulative
---- ---- ----------
Revenues ......... $ 25 $ 14 $ 39
==== ==== ==========
Net Loss ......... $296 $122 $ 418
==== ==== ==========
Net loss per
common share,
basic and
diluted ......... $NIL $NIL $ NIL
==== ==== ==========

The summarized unaudited consolidated pro forma
results are not necessarily indicative of results
which actually would have occurred if the
acquisition had been in effect for the periods
presented. Further, the summarized unaudited
consolidated pro forma results are not intended to
be a projection of future results.

4. INVESTMENTS In September 1999, the Company purchased equity
securities in an unrelated, publicly-traded
company for $16,000. At December 31, 1999, the
value of the Company's investments in the equity
securities is $600,000, net of an aggregate 49%
"haircut" due to certain restrictions on the
equity securities. Unrealized gain on investments
of $350,000, net of $234,000 of tax, is reported
as other comprehensive income for the year ended
December 31, 1999.

5. EQUIPMENT At December 31, 1999, equipment was comprised of
the following:

Office equipment ..................... $ 2,847
Computer equipment ................... 7,154
---------
10,001
Less accumulated depreciation ........ 2,708
---------
$ 7,293
=========

6. SHORT-TERM DEBT At December 31, 1999, short-term debt consisted of
a $5,000 convertible promissory note payable to a
consultant. The note, which was due on March 22,
2000, was converted into 1,250,000 shares of the
Company's common stock in February 2000 (see Note
10).

F12

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. STOCKHOLDERS' EQUITY The consolidated statements of stockholders'
equity have been retroactively restated to reflect
the number of shares received by the stockholders
of Stockfirst in the business combination (see
Note 3).

The historical stockholders' equity of Stockfirst
(the accounting acquirer) consisted of 2,000,000
shares (retroactively restated to 300,000,000
shares to reflect the number of shares received in
the business combination) of $.0001 par value
common stock issued to incorporators. During 1999,
prior to the reverse acquisition, Stockfirst
issued 266,500 shares (retroactively restated to
20,025,000 shares, exclusive of the Non-
Participating Stockfirst shareholders) of its
common stock in connection with a private
placement which raised $257,500, net of offering
costs. Additionally, during 1999, Stockfirst
issued 15,000 shares (retroactively restated to
2,250,000 shares) of its common stock in
connection with its acquisition of certain
intangible assets of an unrelated internet web
site business. The shares were valued at $1.00 per
share (retroactively restated to $.0067 per share)
consistent with Stockfirst's previously completed
private placement.

In connection with certain short-term debt
financing, Stockfirst issued warrants to purchase
57,000 shares of Stockfirst's common stock at an
exercise price of $1.00 per share expiring in
January 2004. The value of the warrants of $12,540
was recognized as interest expense during the year
ended December 31, 1999. At December 31, 1999,
these warrants were unexercised.

Simultaneous with the Plan (see Note 3), the
former principal stockholders of Wow executed an
Undertaking and Option agreement whereby the
former principal stockholders of Wow would
transfer 55,000,000 shares of their personal
holdings to the Company at a purchase price of
$5,500. Such shares would be held in escrow and
used to facilitate acquisition opportunities or
future capital raising efforts of the Company. On
the fifth anniversary of the Undertaking and
Option agreement, any of the 55,000,000 shares not
subsequently resold or reissued by the Company
shall be returned, one-half each to the former
principal stockholders of Wow. To date, the former
principal stockholders have not transferred the
55,000,000 shares to the Company.

F13
<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INCOME TAXES At December 31, 1999, the Company's deferred
income tax asset is comprised of the tax benefit
(cost) associated with the following items based
on the statutory tax rates current in effect:

Net operating loss carryforwards .... $ 331,000
Unrealized gain on investments ...... $ (234,000)
----------
Defferred income tax asset, net ..... 97,000
Valuation Allowance ................. (97,000)
----------
$
==========

Income tax benefit for the year ended December 31,
1999, the period June 17, 1998 (date of inception)
to December 31, 1998 and the cumulative period
June 17, 1998 (date of inception) to December 31,
1999 consisted of the following:

1999 1998 Cumulative
--------- -------- ----------
Federal ...... $ 143,000 $ 40,000 $ 183,000
State ........ 40,000 11,000 51,000
--------- -------- ----------
$ 183,000 $ 51,000 $ 234,000
========= ======== ==========

Through December 31, 1999, the Company generated
federal and state net operating loss carryforwards
("NOL's") of approximately $954,000 (including
$370,000 of NOL's generated by Wow prior to the
August 1999 reverse acquisition), available to
offset future taxable income. However, a change in
the ownership of the Company's common stock has
triggered a delay and limitation on the
utilization of NOL's generated during certain
periods. The following table summarizes the status
of the Company's NOL's at December 31, 1999:

NOL's with no restrictions ........... $ 584,000
NOL's with timing restrictions
(utilization limted to
approximately $35,000 annually) ..... 244,000
NOL-s lost ........................... 126,000
---------
$ 954,000
=========

F14
<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INCOME TAXES (CONTINUED) At December 31, 1999, the Company has recorded the
tax benefit of the NOL's to the extent of its
unrealized gain on investments (see Note 4).

The NOL's expire through 2019.

9. COMMITMENTS AND RELATED
PARTY TRANSACTIONS During the period June 17, 1998 (date of
inception) to December 31, 1998, an executive
officer (and stockholder) of the Company advanced
the Company approximately $72,000 for working
capital purposes. Such loans were non-interest
bearing and had no set repayment terms. In 1999,
these loans were repaid to the executive officer.

In November 1999, the Company entered into a
two-year consulting agreement with an unrelated
party. Under the terms of the consulting agreement
and its March 2000 amendment (together, the
"Amended Agreement"), in consideration for
services to be provided by the consultant, the
Company agreed to pay the consultant 10% of net
revenues, as defined in the Amended Agreement,
introduced to the Company by the consultant.
Further, pursuant to the terms of the Amended
Agreement, the Company agreed to issue the
consultant (i) approximately $16,000 of its common
stock, in 2000 and (ii) $50,000 of options to
purchase the Company's common stock at an exercise
price equal to 50% of the bid price of the
Company's common stock on the exercise date. The
amount of $50,000 in stock options will be issued
to the consultant for every $250,000 in gross
revenue introduced to the Company by the
consultant. In the event that the Company merges
with or is acquired by another company, the
Company would be obligated to pay the consultant
2% of the total purchase price.

In December 1999, the Company entered into a
one-year joint venture agreement with an unrelated
company for the purpose of providing financial
information and stock recommendations on the
Company's web site. Pursuant to the terms of the
joint venture agreement, all revenues generated
from the sale of financial research and stock
recommendations provided by the unrelated party
presented on the Company's web site shall be
distributed 55% to the unrelated company and 45%
to the Company. The Company will be responsible
for certain advertising, development and
administrative costs of participating in the joint
venture.

In December 1999, the Company executed a letter of
intent to acquire a related company.
Simultaneously, the Company advanced the same
related company $25,000 pursuant to a 10%
promissory note. The advance is included in other
current assets at December 31, 1999.

A director of the Company also serves as the
Company's legal counsel. Fees for the director's
legal services amounted to approximately $8,000
for the year ended December 31, 1999.

F15
<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A Develpment Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. SUBSEQUENT EVENTS In January 2000, the Non-Participating Stockfirst
shareholders elected to approve the Plan and were
issued 19,950,000 shares of Wow's common stock in
exchange for the remaining 133,000 shares of
Stockfirst's outstanding shares (see Note 3).

In February 2000, the holder of the $5,000
convertible promissory note elected to convert the
note into 1,250,000 shares of the Company's common
stock.

In March 2000, the Company entered into a
six-month consulting agreement with an unrelated
party. Under the terms of the consulting
agreement, in consideration for services to be
provided by the consultant, the Company agreed to
pay the consultant $5,000 monthly and 10% of
monthly gross paid revenues of the Company for
preceding monthly period, excluding certain
revenues, as defined in the agreement. Further,
pursuant to the terms of the consulting agreement,
the Company agreed to issue to the consultant
1,000,000 shares of the Company's common stock and
common stock equal in an amount to 20% of monthly
gross paid revenues of the Company for the
preceding monthly period, excluding certain
revenues, as defined in the Agreement. The
consultant will have piggyback registration rights
of all shares issued to him. In 2000, the Company
issued 333,333 shares of its common stock to the
unrelated party pursuant to the consulting
agreement.

In March 2000, the Company entered into a
six-month joint venture agreement with an
unrelated company for the purpose of providing
financial information and stock recommendations on
the Company's web site. Pursuant to the terms of
the joint venture agreement, all revenues
generated from the sale of financial research and
stock recommendations provided by the unrelated
party presented on the Company's web site shall be
distributed 50% to the unrelated company and 50%
to the Company. The Company will be responsible
for certain advertising, development and
administrative costs of participating in the joint
venture.

In March 2000, the Company and a related company
entered into a five-year operating lease for
office space at a rate of $5,385 per month.

In 2000, the Company issued 213,726 shares of its
common stock to an unrelated party pursuant to a
two-year consulting agreement (see Note 9).

F16

<PAGE>

UNAUDITED STUB PERIODS

WOWSTORES.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 31, 1999 AND 1998
(UNAUDITED)

1999 1998
---------- ---------
<S> <C> <C>
REVENUES $ -- $ --
---------- ---------

OPERATING EXPENSES
Consulting and web development 60,361 6,292
Payroll and related expenses 95,705 13,460
Rent 22,538
Other 26,075 2,670
---------- ---------

Total operating expenses 204,679 22,422
---------- ---------

NET LOSS $ (204,679) $ (22,422)
========== =========

NET LOSS PER COMMON SHARE, basic and diluted $ NIL $ NIL
========== =========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (a) 155,360,250 125,000,000
=========== ===========

</TABLE>

(a) - gives effect to May 1999 25 to 1 stock split

F17

<PAGE>

WOWSTORES.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 31, 1999 AND 1998
(UNAUDITED)

1999 1998
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (204,679) $ (22,422)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase (decrease) in cash attributable to changes
in operating assets and liabilities:
Other current assets 37,917
Accounts payable (25,000)
Accrued expenses and other current liabilities (38,779) 1,305
---------- ---------

NET CASH USED IN OPERATING ACTIVITIES (230,541) (21,117)

NET CASH PROVIDED BY FINANCING ACTIVITIES, proceeds
from sale of common stock 313,750
---------- ---------

NET INCREASE (DECREASE) IN CASH 83,209 (21,117)

CASH
Beginning of period 607,174 21,117
---------- ---------

End of period $ 690,383 $ --
==========- =========
</TABLE>

F-18

<PAGE>

WOWSTORES.COM, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Consolidated Financial Statements

April 30, 1999 and 1998

(With Independent Auditor's Report Thereon)

F19

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

April 30, 1999 and 1998

TABLE OF CONTENTS

PAGE
----
Independent Auditor's Report ................................... 1

Consolidated Financial Statements:

Consolidated Balance Sheet ............................... 2

Consolidated Statements of Operations .................... 3

Consolidated Statements of Stockholders' Equity .......... 4

Consolidated Statements of Cash Flows .................... 5 to 6

Notes to Consolidated Financial Statements ............... 7 to 12

F20

<PAGE>

[LOGO]

INDEPENDENT AUDITOR'S REPORT

Board of Directors
WowStores.Com, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of WowStores.Com,
Inc. and subsidiary (a development stage company) as of April 30, 1999 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year ended April 30, 1999. 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 financial statements for the period from March 6, 1998 (inception)
through April 30, 1998 were audited by other auditors whose report thereon,
dated June 9, 1998, expressed an unqualified opinion.

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 consolidated financial position of
WowStores.Com, Inc. and subsidiary at April 30, 1999 and the consolidated
results of their operations and their cash flows for the year ended April 30,
1999 in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has incurred significant losses
and has not commenced proposed operations, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 9. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Guest & Company, P.C.
--------------------------

October 5, 1999
Tulsa, Oklahoma

F21

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Consolidated Balance Sheet

April 30, 1999

ASSETS

Cash ......................................................... $ 607,174
Stock subscription receivable (note 5) ....................... 313,950
Prepaid consulting contract (note 2) ......................... 12,917
Web site development (note 3) ................................ 25,000
----------
$ 959,041
==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable (notes 2 and 3) ............................. $ 25,000
Accrued expenses ............................................. 51,869
Note payable (note 2) ........................................ 5,000
----------
Total liabilities .................................... 81,869
----------

Stockholders' equity (note 5):
Preferred stock, $.001 par value; 10,000,000 shares
authorized; zero shares issued and outstanding .... --
Common stock, $.001 par value; 50,000,000 shares
authorized; 6,214,650 shares issued
and outstanding ................................... 6,215
Additional paid-in-capital ........................... 1,069,669
Deficit accumulated during development stage ......... (145,162)
Stock subscription receivable ........................ (53,550)
----------
Total stockholders' equity .................... 877,172

Commitments and contingencies (notes 2, 3, 5, 7 and 8) .......
----------
$ 959,041
==========

See accompanying notes to consolidated financial statements.

F22

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Operations

Year Ended April 30, 1999 and the period
March 6, 1998 (inception) through April 30, 1998

FOR THE PERIOD
MARCH 6, 1998
(INCEPTION)
THROUGH
APRIL 30, 1999 1999 1998
--------------- ---- ----
<S> <C> <C> <C>
Operating expenses:
Officers' compensation $ 57,340 53,840 3,500
Web site expenses (note 3) 17,490 17,490 --
Consulting 32,678 7,678 25,000
Legal fees 3,791 3,791 --
Accounting 3,425 1,925 1,500
License acquired from affiliate 25,000 -- 25,000
Other 5,438 4,965 473
--------- ---------- ---------
Net loss before income taxes (145,162) (89,689) (55,473)

Income tax expense (benefit) (note 4) -- -- --
--------- ---------- ---------
Net loss $(145,162) (89,689) (55,473)
========= ========== =========

Net loss per common share $ (.02) (.01)
========== =========
Weighted average common shares outstanding 5,195,196 5,000,000
========== =========

</TABLE>

See accompanying notes to consolidated financial statements.

F23

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Stockholders' Equity

Year Ended April 30, 1999 and the period
March 6, 1998 (inception) through April 30, 1998

DEFICIT
ACCUMULATED STOCK TOTAL
ADDITIONAL DURING THE SUB- STOCK-
PREFERRED STOCK COMMON STOCK PAID-IN DEVELOPMENT SCRIPTION HOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE RECEIVABLE EQUITY
------- ------ ------ ------ ---------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT MARCH 6, 1998 ................ -- $-- -- $ -- $ -- $ -- $ -- $ --

March 10, 1998, shares issued to officer
for services, valued by management at
the fair value of services (note 5) ... -- -- 3,500,000 3,500 -- -- -- 3,500

March 23, 1998, sale of common stock,
pursuant to confidential offering memo-
randum, net of offering costs (note 5) -- -- 1,500,000 1,500 70,890 -- -- 72,390

Net loss ................................. -- -- -- -- -- (55,473) -- (55,473)
---- ---- --------- --------- ---------- ---------- -------- ----------
BALANCES AT APRIL 30, 1998 ............... -- -- 5,000,000 5,000 70,890 (55,473) -- 20,417

February 16, 1999, net cancellation and
issuance of common stock in the
acquisition of E Stores (note 5) ...... -- -- (459,100) (459) 459 -- -- --

February 16, 1999, sale of common stock to
related party (note 5) ................ -- -- 1,000,000 1,000 18,994 -- -- 19,994

March 16, 1999, sale of common stock,
pursuant to confidential offering
memorandum (note 5) ................... -- -- 245,000 245 244,755 -- -- 245,000

April 7, 1999, sale of common stock,
pursuant to confidential offering
memorandum (note 5) ................... -- -- 367,500 368 367,132 -- -- 367,500

Exercise of common stock warrants
(note 5) .............................. -- -- 61,250 61 367,439 -- (53,550) 313,950

Net loss ................................. -- -- -- -- -- (89,689) -- (89,689)
---- ---- --------- --------- ---------- ---------- -------- ----------
BALANCES AT APRIL 30, 1999 ............... -- $ -- 6,214,650 $ 6,215 $1,069,669 $ (145,162) $(53,550) $ 877,172
==== ==== ========= ========= ========== ========== ======== =========

</TABLE>

See accompanying notes to consolidated financial statements.

F24

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Cash Flows

Year Ended April 30, 1999 and the period
March 6, 1998 (inception) through April 30, 1998

FOR THE PERIOD
MARCH 6, 1998
(INCEPTION)
THROUGH
APRIL 30, 1999 1999 1998
-------------- ------- -------
<S> <C> <C> <C>
INCREASE IN CASH

Cash flows from operating activities -- cash paid
to suppliers and employees ......................... $(72,711) (21,438) (51,273)
-------- ------- ------

Cash flows from investing activities -- payments
for web site development ........................... (25,000) (25,000) --
-------- ------- ------

Cash flows from financing activities:
Proceeds from issuance of stock ................. 707,495 632,495 75,000
Payments of offering costs ...................... (2,610) -- (2,610)
-------- ------- ------
Net cash provided by financing activities .. 704,885 632,495 72,390
-------- ------- ------

Net increase in cash .................................. 607,174 586,057 21,117

Cash, beginning of period ............................. 21,117 21,117 --
-------- ------- ------

Cash, end of period ................................... $628,291 607,174 21,117
======== ======= ======

</TABLE>

See accompanying notes to consolidated financial statements.

F25

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Cash Flows, Continued

Year Ended April 30, 1999 and the period
March 6, 1998 (inception) through April 30, 1998

FOR THE PERIOD
MARCH 6, 1998
(INCEPTION)
THROUGH
APRIL 30, 1999 1999 1998
-------------- ------ -------
<S> <C> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH USED
BY OPERATING ACTIVITIES

Net loss ............................................ $(145,162) (89,689) (55,473)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for services .............. 3,500 -- 3,500
Increase in prepaid expenses .................. (12,918) (12,918) --
Increase in liabilities ....................... 81,869 81,169 700
--------- ------- -------

Net cash used by operating activities .... $ (72,711) (21,438) (51,273)
========= ======= =======

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING
ACTIVITIES

Common stock issued on subscriptions .......... $ 367,500 --
Prepaid consulting services obtained from
note payable ............................... 5,000 --

</TABLE>

See accompanying notes to consolidated financial statements.

F26

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include all accounts of
WowStores.Com, Inc. (WowStores) (formerly Interactive Golf
Marketing, Inc.) and its wholly--owned subsidiary, E Stores.Com,
Inc. (E Stores). All intercompany accounts and transactions have
been eliminated in consolidation.

(B) ORGANIZATION AND NATURE OF BUSINESS

WowStores was incorporated under the laws of Colorado on March 6,
1998 under its original name, Interactive Golf Marketing, Inc.
(IGM). On February 22, 1999, IGM amended its articles of
incorporation to change its name to WowStores.Com, Inc. The
principal activities since inception have been organizational
matters and the sale and issuance of shares of its $.001 par value
common stock. IGM's marketing focus was expected to be in the
design, development and facilitation of a commerce based internet
site where the product can be seen and ordered directly on--line.
On February 16, 1999, IGM entered into a stock purchase agreement
with E Stores in which IGM acquired 100 percent of common stock of
E Stores by issuing 3,040,000 shares of IGM common stock (see also
note 5). At the time of the acquisition, IGM had no assets,
liabilities or significant business activities. E Stores is
developing a commission driven internet shopping directory, which
it anticipates to eventually be comprised of thousands of stores,
shops, services and an easy--to--use search feature. E Stores will
be paid a commission on every item purchased on the corresponding
site should the user use the provided link to that sponsor's site.

WowStores and E Stores are in the development stage in accordance
with Statement of Financial Accounting Standard No. 7.

(D) CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, all
highly liquid debt instruments purchased with an original maturity
of three months or less are considered to be cash equivalents.

(E) INCOME TAXES

Deferred income taxes are recognized for income and expense items
that are reported for financial purposes in different years than
for income tax purposes.

F27

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements, Continued

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

(F) NET LOSS PER COMMON SHARE

Net loss per common share is computed using the weighted average
number of shares outstanding during the period. Fully diluted loss
per common share is presented if the assumed conversion of common
stock equivalents result in material dilution.

(G) USE OF ESTIMATES

The process of preparing consolidated financial statements in
conformity with generally accepted accounting principles requires
the use of estimates and assumptions regarding certain types of
assets, liabilities, revenues and expenses. Such estimates
primarily relate to unsettled transactions and events as of the
date of the consolidated financial statements. Accordingly, upon
settlement, actual results may differ from estimated amounts.

(2) PREPAID CONSULTING CONTRACT

In April 1999, WowStores entered into a consulting agreement with a
company in the amount of $25,000. The total amount of the agreement was
payable as such: $10,000 payable upon signing, with a $5,000 note
payable and $10,000 due at the beginning of the seventh month from the
signing date. The final $10,000 payment was not accrued due to the
six-month termination rights in the contract. The agreement is for a
one-year period. The note, which may be converted at the option of the
consultant into 50,000 shares (prior to the stock split described in
Note 10) of WowStores' common stock, bears no interest and is payable on
March 22, 2000.

(3) WEB SITE DEVELOPMENT

In April 1999, WowStores entered into an agreement with a company for
the development of a web site. The total amount of the agreement was
$25,000, in which $10,000 was paid upon signing and the balance payable
upon completion of the web site.

During the year ended April 30, 1999, WowStores paid $17,490 to a
company under common control for the development of a previous internet
web site. The amount paid was capitalized; however, management
determined that this web site was not expected to provide substantive
service potential and the amount was written off and recorded as an
expense in the statement of operations.

F28

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements, Continued

(4) INCOME TAXES

Income tax expense for the years ending April 30, 1999 and the period
March 6, 1998 (inception) through April 30, 1998 were zero for current
taxes and zero for deferred taxes.

Actual income tax expense applicable to loss before income taxes is
reconciled with the "normally expected" federal income tax benefit as
follows:

1999 1998
---- ----

<S> <C> <C>
"Normally expected" income tax benefit ................... $(30,494) (18,861)
Increase (decrease) in taxes resulting from:
Valuation allowance for deferred income taxes ....... 35,427 21,635
State income taxes, net of Federal income
tax effect ....................................... (4,933) (2,774)
-------- -------
Actual income tax expense ..................... $ -- --
======== =======

</TABLE>

The deferred income tax asset at April 30, 1999 is comprised of net
operating loss carryforwards of $56,339, which is fully offset by the
valuation allowance.

WowStores has available unused net operating loss carryforwards of
approximately $145,000 which will expire in various periods from 2018 to
2019.

(5) STOCKHOLDERS' EQUITY

Preferred stock consists of 10,000,000 authorized shares, par value
$.001 per share. The Board of Directors has determined that no shares of
preferred stock may be issued until such time the Board has determined
and approved the designations, privileges and preferences of such
preferred stock.

In conjunction with IGM's acquisition of E Stores, IGM canceled
3,500,000 shares of common stock previously issued to an
officer/director and reissued 1,500,000 shares of common stock to each
of its new directors. In addition, IGM issued 40,000 shares of common
stock to another new director.

F29

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements, Continued

(5) STOCKHOLDERS' EQUITY, CONTINUED

On February 16, 1999, WowStores sold 1,000,000 shares of its common
stock to International Industries, Inc. which is a company controlled by
two directors of WowStores.

The sales price for these shares was $.02 per share.

On February 17, 1999, IGM offered for sale 61,250 units, which consisted
of 10 common shares of $.001 par value and 1 stock purchase warrant for
$10 per unit. Each warrant, which expires on August 31, 1999, entitled
the holder to purchase 1 share of common stock for $6 per share. This
offering was made pursuant to Rule 504 of Regulation D of the Securities
Act of 1933, as amended (the Act). As of October 5, 1999, all warrants
have been exercised and paid subsequent to April 30, 1999, except for
$53,550, which represents 8,925 shares.

During the period ended April 30, 1998, IGM offered for sale 1,500,000
shares of its $.001 par value common stock for $.05 per share pursuant
to the Act. IGM sold 1,500,000 shares for net proceeds of $72,390 after
deducting offering costs of $2,610.

On March 10, 1998, the Board of Directors approved the issuance of
3,500,000 shares of IGM's $.001 par value common stock to an
officer/director in exchange for services performed. The transaction was
recorded at the fair value of the services rendered, as determined by
management, which totaled $3,500. The $3,500 is included in the
consolidated financial statements as compensation expense for 1998.
These shares are "restricted securities" and may be sold only in
compliance with Rule 144 of the Act.

(6) RELATED PARTY TRANSACTIONS

The following is a summary of related party transactions not described
elsewhere in these notes to consolidated financial statements.

During the period ended April 30, 1998, IGM paid $25,000 to an affiliate
company for a nonexclusive license to market on the internet the
instructional hand gloves. The $25,000 is included in the consolidated
financial statements as license acquired from affiliate and classified
as an operating expense.

F30

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements, Continued

(7) CONCENTRATIONS

During the period ended April 30, 1998, IGM incurred $50,000 in expenses
to two companies for consulting, licensing and marketing fees. The
$50,000 made up 90 percent of total expenses for the period ended April
30, 1998. One of the companies was an affiliate of IGM.

During 1999, WowStores maintained a cash balance within a financial
institution which exceeded the insured limit of the Federal Depository
Insurance Corporation.

(8) CONTINGENCY

WowStores has identified computer systems and software that could be
affected by the Year 2000 issue (Y2K). The Y2K problem is the result of
computer programs being written using two digits rather than four to
define the applicable year. WowStores estimates any additional cost of
addressing Y2K to be relatively nominal as it has updated any software
or equipment requiring an update.

(9) GOING CONCERN

As of April 30, 1999, WowStores had operating losses and had not began
operations, which raises substantial doubt about its ability to continue
as a going concern.

From March 6, 1998 (inception) through April 30, 1999, initial working
capital was raised through public offerings of its common stock.
WowStores intends to derive its revenue from the use of
commission/affiliate/associate agreements, the sale of advertising
strategies financial alliances, other commission-based products and the
sale of specific products marketed. There is no assurance that WowStores
will be successful in its efforts to generate revenues to support its
operations. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

F31

<PAGE>

WOWSTORES.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements, Continued

(10) SUBSEQUENT EVENT

On May 3, 1999, the Board of Directors of WowStores approved a 25 to 1
forward stock split on all issued and outstanding shares of common
stock, in which the record date for the split was May 12, 1999. On May
5, 1999, WowStores amended its articles of incorporation to increase the
authorized shares of common stock to 250,000,000 shares with a par value
of $.0001. On August 9, 1999, the articles of incorporation were amended
again to increase the authorized shares of common stock to 500,000,000
shares with a par value of $.0001.

In August 1999, WowStores entered into a Plan of Reorganization with
StockFirst.Com, Inc. In the plan, WowStores acquired 100 percent of the
outstanding common stock of StockFirst.Com, Inc. in exchange for
approximately 344,000,000 shares of WowStores common stock. For
accounting purposes, the acquisition has been treated as the acquisition
of StockFirst.Com by WowStores with StockFirst.Com as the acquiror
(reverse acquisition).

F32

<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

Index to Financial Statements

Page
----
Independent auditor's report.............................................. -2-

Balance sheet, April 30, 1998............................................. -3-

Statement of operations, from March 6, 1998 (inception)
through April 30, 1998................................................. -4-

Statement of shareholders' equity, from March 6, 1998 (inception)
through April 30, 1998................................................. -5-

Statements of cash flows, from March 6, 1998 (inception)
through April 30, 1998................................................. -6-

Summary of significant accounting policies................................ -7-

Notes to financial statements............................................. -8-

F-33

<PAGE>

[CORDOVANO AND HARVEY, P.C. LETTERHEAD]

To the Board of Directors and Shareholders
Interactive Golf Marketing, Inc.

INDEPENDENT AUDITORS' REPORT

We have audited the balance sheet of Interactive Golf Marketing, Inc.
(a development stage company) as of April 30, 1998 and the related statements
of operations, shareholders' equity, and cash flows for the period from
March 6, 1998 (inception) through April 30, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Interactive Golf Marketing,
Inc. as of April 30, 1998, and the results of its operations and its cash flows
for the period from March 6, 1998 (inception) through April 30, 1998 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note G to the financial
statements, the Company has incurred significant operating losses and has a
limited supply of cash, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note G. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Cordovano and Harvey, P.C.
- -------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
June 9, 1998

F-34
<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET
April 30, 1998

ASSETS

CASH............................................................ $ 21,117
========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Accounts payable............................................. $ 200
Accrued expenses............................................. 500
--------
TOTAL LIABILITIES 700
--------

COMMITMENTS (Note F)............................................ --

SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 10,000,000 shares
authorized; -0- shares issued and outstanding.............. --
Common stock, $.001 par value; 50,000,000 shares authorized;
5,000,000 shares issued and outstanding.................... 5,000
Additional paid-in capital................................... 70,890
Deficit accumulated during developmental stage............... (55,473)
--------
TOTAL SHAREHOLDERS' EQUITY 20,417
--------
$ 21,117
=========

See accompanying summary of significant accounting policies and
notes to the financial statements.

F-35
<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
March 6, 1998 (inception) through April 30, 1998

OPERATING EXPENSES
License acquired from affiliate (Note B)........................ $ 25,000
Consulting...................................................... 25,000
Compensation (Note B)........................................... 3,500
Accounting...................................................... 1,500
Other........................................................... 473
----------
NET LOSS BEFORE INCOME TAXES................................. (55,473)

INCOME TAX BENEFIT (EXPENSE)(NOTE C)
Current income tax benefit...................................... 8,175
Deferred income tax expense..................................... (8,175)
----------
NET LOSS..................................................... $ (55,473)
==========

Basic loss per common share........................................ $ 0.01
==========
Basic weighted average common shares outstanding................... 5,000,000
==========

See accompanying summary of significant accounting policies and
notes to the financial statements.

F-36

<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF SHAREHOLDER'S EQUITY

March 6, 1998 (inception) through April 30, 1998

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
PREFERRED STOCK COMMON STOCK ADDITIONAL DURING THE TOTAL
-------------------- -------------------- PAID-IN DEVELOPMENT SHAREHOLDERS'
SHARES PAR VALUE SHARES PAR VALUE CAPITAL STAGE EQUITY
------ --------- --------- --------- ---------- ------------ -------------

<S> <C> <C> <C> <C> <C> <C> <C>
Balance, March 6, 1998 (inception).............. -- $ -- -- $ -- $ -- $ -- $ --

March 10, 1998, shares issued to
officer for services, valued by
management at the fair value of the
services ($.001/share) (Note D)............... -- -- 3,500,000 3,500 -- -- 3,500

March 23, 1998, sale of common stock,
pursuant to confidential offering
memorandum, net of $2,610 in offering
costs ($.05/share) (Note D).................. -- -- 1,500,000 1,500 70,890 -- 72,390

Net loss for the period ended
April 30, 1998............................... -- -- -- -- -- (55,473) (55,473)
------ --------- --------- --------- ---------- ------------ -------------
BALANCE, APRIL 30, 1998 -- $ -- 5,000,000 $ 5,000 $ 70,890 $ (55,473) $ 20,417
====== ========= ========= ========= ========== ============ ============
</TABLE>

- -------------------------------------------------------------------------------
See accompanying summary of significant accounting policies and
notes to the financial statements.

F-37

<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS
March 6, 1998 (inception) through April 30, 1998

OPERATING ACTIVITIES
Net loss......................................................... $(55,473)

Transactions not requiring cash:
Common stock issued for services (Note B)..................... 3,500

Changes in current liabilities:
Accounts payable and accrued expenses......................... 700
--------
NET CASH (USED IN) OPERATING ACTIVITIES.................... (51,273)
--------

FINANCING ACTIVITIES
Proceeds from issuance of common stock........................... 75,000
Payments for offering costs...................................... (2,610)
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................. 72,390
--------
NET INCREASE IN CASH....................................... 21,117
Cash, beginning of period........................................... --
--------
CASH END OF PERIOD......................................... $ 21,117
========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest........................................................ $ --
========
Income taxes $ --
========

See accompanying summary of significant accounting policies
and notes to the financial statements.

F-38

<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

April 30, 1998

DEVELOPMENT STAGE COMPANY

Interactive Golf Marketing, Inc. (the Company) is in the development stage in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7.

USE OF ESTIMATES

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

CASH EQUIVALENTS

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and the tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.

EARNINGS/(LOSS) PER SHARE

The Company reports earnings per share using a dual presentation of basic and
diluted earnings per share. Basic earnings per share excludes the impact of
common stock equivalents. Diluted earnings per share utilizes the average market
price per share when applying the treasury stock method in determining common
stock equivalents. However, the Company has a simple capital structure for the
period presented and, therefore, there is no variance between the basic and
diluted earnings per share.

F-39

<PAGE>

INTERACTIVE GOLF MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 1998

NOTE D: COMMON STOCK SALES

During the period ended April 30, 1998, the Company offered for sale 1,500,000
shares of its $.001 par value common stock for $.05 per share pursuant to
Rule 504 of Regulation D of the Securities Act of 1933, as amended (the "Act").
The Company sold 1,500,000 shares for net proceeds of $72,390 after deducting
offering costs of $2,610.

An additional 3,500,000 shares of common stock were issued to an
officer/director for services valued at $3,500 (see Note B). These shares are
"restricted securities" and may be sold only in compliance with Rule 144 of the
Act.

NOTE E: CONCENTRATIONS

During the period ended April 30, 1998, the Company incurred $50,000 in expenses
to two companies for consulting and licensing and marketing fees. The $50,000
made up 90 percent of the Company's expenses for the period ended April 30,
1998.

NOTE F: COMMITMENTS

In accordance with its Confidential Offering Memorandum, the Company is
committed to use the proceeds from the offering for the following: licensing and
marketing fees ($25,000); consulting fees ($25,000); internet marketing and
promotion ($15,000); accounting and legal fees ($5,000), and; working capital
and miscellaneous expenses ($5,000).

As of April 30, 1998, the remaining commitments for these categories are as
follows: internet marketing and promotion ($15,000); accounting and legal fees
($1,500), and; working capital and miscellaneous expenses ($4,617).

NOTE G: GOING CONCERN

As of April 30, 1998, the Company had significant operating losses and a limited
supply of cash, which raises substantial doubt about its ability to continue as
a going concern.

From March 6, 1998 (inception) through April 30, 1998, the Company raised
initial working capital through a public offering of its common stock, which is
expected to permit the Company to continue its start-up marketing operations
through September 30, 1998. The Company anticipates conducting debt financings
or additional common stock offerings, which are not yet beyond the planning
stages, to fund its proposed operations. The Company is largely dependent upon
the proceeds anticipated to be received from proposed future debt financings or
common stock offerings to carry out its proposed operations. There is not
assurance that the Company will be successful in its efforts to raise the
proceeds needed to commence operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

F-40