FIRST IRVING STRATEGIC GROUP INC, S-4, 2000-10-16

FIRST IRVING STRATEGIC GROUP INC
S-4, 2000-10-16

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON *

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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First Irving Strategic Group, Inc.
(Exact name of registrant as specified in its charter)

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Florida 6770 Applied For

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<TABLE>
<S> <C> <C>
State or other jurisdiction of PRIMARY STANDARD INDUSTRIAL I.R.S. Employer
incorporation or organization CLASSIFICATION CODE NUMBER Identification No.
----------------------------- ------------------------- ---------------------
</TABLE>

2503 W. Gardner Ct.,
Tampa, FL 33611
813. 831-9348

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

Michael T. Williams
2503 W. Gardner Ct.
Tampa, FL 33611
TELEPHONE: 813.831.9348

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this registration statement becomes effective and
after the closing of the merger of the proposed merger described in this
registration statement.

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

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

If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. *[ ]
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CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered per unit offering price fee
registered

Common 8,550,000 * * *
Stock, par
Value - no

Common 150,000 * * *
Stock, par
Value - no

(1) Represents an estimate of the maximum number of shares of common stock of
Registrant which may be issued to former holders of shares of common stock of PC
Universe pursuant to the merger described herein.
(2) The registration fee has been calculated pursuant to Rule 457(f) (2).
As of the filing of this registration statement, PC Universe had an accumulated
capital deficit. In addition, PC Universe's common stock has no par value.
Accordingly, the proposed maximum offering price has been calculated by
multiplying one-third, 1/3, of an assumed par value for PC Universe's Common
Stock of, $.0001 per share, pursuant to Florida law by the maximum number of
shares to be issued to the holders of PC Universe common stock in the merger.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
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<PAGE>

PROSPECTUS
First Irving Strategic Group, Inc.

First Irving Strategic Group, Inc., a Florida corporation and PC Universe, Inc.,
a Florida corporation, have entered into a merger agreement. As a result of the
merger, each outstanding share of PC Universe common stock, other than
dissenting shares, as discussed later in this document, will be exchanged for
one share of First Irving Strategic Group common stock. When the merger closes,
First Irving Strategic Group will change its name to PC Universe and will be the
surviving corporation. It will then file to have its stock quoted on the OTC
Bulletin Board.

The following table contains comparative share information for shareholders of
PC Universe and First Irving Strategic Group immediately after the closing of
the merger.

<TABLE>
<S> <C> <C> <C> <C>
--------------------- -------------------------------- ------------------------------- ---------------------
The former shareholders of PC The current shareholders of Total
Universe First Irving Strategic Group
--------------------- -------------------------------- ------------------------------- ---------------------
--------------------- -------------------------------- ------------------------------- ---------------------
Number 8,550,000 450,000 9,000,000
--------------------- -------------------------------- ------------------------------- ---------------------
--------------------- -------------------------------- ------------------------------- ---------------------
Percentage 95% 5% 100%
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</TABLE>

Of the 8,700,000 shares being registered, 8,550,000 will be issued to existing
shareholders of PC Universe in the merger. The remaining 150,000 shares are the
subject of PC Universe options with Lambo Investments, Ltd. and JB Brown, Ltd.,
current shareholders of PC Universe and are being registered for resale by them
if the options are exercised after the merger closes. PC Universe will not
receive any proceeds from the sale of the shares underlying the options. The
numbers in the table above assume that no options are exercised.

The merger presents some risks. We suggest you review "Risk Factors" beginning
on page .

Neither the Securities and Exchange Commission nor any state securities
regulators have approved or disapproved the First Irving Strategic Group common
stock to be issued in the merger or if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The date of this prospectus is

<PAGE>

SUMMARY

This summary provides a brief overview of the key aspects of this offering.

The merger agreement is filed as an exhibit to this registration statement.

The Companies

First Irving Strategic Group, Inc.
2503 W. Gardner Ct.
Tampa, FL 33611
Telephone: 813/831-9348

First Irving Strategic Group was organized as a corporation under the laws of
the state of Florida in September, 1999. Since inception, our primary activity
has been directed to organizational efforts. It was formed as a vehicle to
acquire through a registered securities offering a private company desiring to
become an SEC reporting company in order thereafter to secure a listing on the
over the counter bulletin board. First Irving Strategic Group has now identified
PC Universe as the entity First Irving Strategic Group wishes to acquire. First
Irving Strategic Group is not searching for additional acquisition candidates.

It has never offered or sold any securities in either a registered or
unregistered transaction except for issuing shares to its 15 stockholders upon
its formation.

First Irving Strategic Group is not currently a company which is listed for
trading on the OTC Bulletin Board. Before securing approval of an application to
be listed on the OTC Bulletin Board, First Irving Strategic Group must first
have this registration statement declared effective. Public Securities, an NASD
Market Maker, has agreed to file a form 211 to secure a listing on the OTC
Bulletin Board. First Irving Strategic Group believes that the NASD will not
approve this application until this registration statement has been declared
effective. After this task has been accomplished, the NASD and the Market Maker
must resolve all outstanding issues that the NASD may have in order for trading
to commence.

PC Universe, Inc.
2302 North Dixie Highway
Boca Raton, Florida 33431
Phone: 561.447.0050

PC Universe was incorporated in Florida November 20, 1995. PC Universe markets
the following computer related products and services:

Computer Hardware

o Multimedia
o Workstations
o Desktops
o Servers
o Laptops
o Networking
o Related accessories such as printers, scanners, and hubs

Audio/Visual Equipment

Speakers
Stereo equipment
Plasma screens
High-end A/V equipment

Software Licenses And Business Related Software

o Office 2000
o WordPerfect 2000
o Novell
o Unix
o Windows 2000 Server
o Windows NT.

Services

o Warranty and Non-Warranty Repairs
o Hardware Installation
o Software Installation
o Configuration and Upgrades
o Service Agreements
o Provide Technical Personnel to Corporate IT Departments On An Outsource
Basis
o Designing and Installing Networks
o Network Consulting and Implementation - Novell, NT, and Unix

Comparison of the percentage of outstanding shares entitled to vote held by
directors, executive officers and their affiliates and the vote required for
approval of the merger

More than 90 percent of First Irving Strategic Group's shares are held by its
directors, executive officers and their affiliates. A majority vote of the
issued and outstanding shares is required to approve the merger. Shareholders
owning more than 90% of First Irving Strategic Group's common stock have
executed a written consent voting to approve the merger. No further consent or
any of the shareholders of First Irving Strategic Group is necessary to approve
the merger under the laws of the state of Florida.

Approximately 54% of PC Universe's shares are held by its directors, executive
officers and their affiliates. A majority vote of the issued and outstanding
shares is required to approve the merger. Assuming consents are secured from
shareholders owning more than 50% of the stock of PC Universe, shareholders who
did not consent to the merger will, by otherwise complying with Florida
corporate law, be entitled to dissenters' rights with respect to the proposed
merger. No consents will be solicited or accepted until after the effective date
of this prospectus

Regulatory approval required

Neither First Irving Strategic Group nor PC Universe is aware of any
governmental regulatory approvals required to be obtained with respect to the
closing of the merger, except for the filing of the articles of merger with the
offices of the secretary of state of the state of Florida.

Dissenters' rights

Dissenters' rights of appraisal exist. In general, under Florida law, any
shareholder who does not give consent for the merger and files a written demand
for appraisal with PC Universe within 20 days after receiving notice will be
paid the fair market value of the shares on the date of the closing of the
merger, as determined by the board of directors of PC Universe. If you wish to
exercise these rights, you must not consent in writing or otherwise vote in
favor of the merger, must file a written demand within the prescribed time
period, and follow other procedures. These rights the way you exercise them are
discussed in greater detail beginning on page .

Federal income tax consequences

Neither PC Universe nor its shareholders will recognize gain or loss for federal
income tax purposes as a result of the merger. We have discussed the tax aspects
of this transaction further on page .

Tax matters are very complicated and the tax consequences of the merger to you
will depend on the facts of your own situation. You should consult your tax
advisors for a full understanding of the tax consequences of the merger to you.

Other Information for PC Universe Stockholders:

o Do not send in your PC Universe stock certificates now. If the
merger is completed, we will send you written instructions for
exchanging your shares.

o The merger has been structured as a tax-free reorganization. The
tax basis in your PC Universe common stock will carryover and
become the tax basis in your new shares of First Irving Strategic
Group common stock.

o Like PC Universe, First Irving Strategic Group has never paid any dividends.

o If you have any questions about the merger, please call Tom Livia, at
PC Universe, at 561-483-0539

Selected Historical Financial Information

The following selected historical financial information of PC Universe and First
Irving Strategic Group has been derived from their respective historical
financial statements, and should be read in conjunction with the financial
statements and the notes, which are included in this prospectus.

*Your accountants prepare the items in Bold and our accountants prepare the
rest.

PC UNIVERSE SELECTED HISTORICAL FINANCIAL INFORMATION

FIRST IRVING STRATEGIC GROUP SELECTED HISTORICAL FINANCIAL INFORMATION

The following information concerning our financial position and operations is as
of and for the period ended December 31, 1999.

Total assets $ 0
Total liabilities 0
Equity 79
Sales 0
Net loss 79
Net loss per share 0.00

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF PC UNIVERSE AND FIRST
IRVING STRATEGIC GROUP

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

COMPARATIVE PER SHARE DATA

RISK FACTORS

RISKS CONCERNING PC UNIVERSE.

Our distributors, including Ingram-Micro, Tech Data, InaCom, and Merisel,
failure to supply and fulfill orders for our computer hardware and software
products could reduce our revenues.

We depend on distributors, including Ingram-Micro, Tech Data, InaCom, and
Merisel to provide all of our computer hardware and software products and to
fulfill our customers' orders. To date, a substantial majority of our product
sales revenues has been derived from computer hardware and software products
acquired from our distributors. We cannot guarantee that our distributors will
continue to supply a sufficient quantity of inventory on a timely basis to
satisfy our order requirements. If our distributors were to terminate or refuse
to renew our distribution arrangement with them, we would have to purchase our
computer hardware and software products from other distributors.

Our current pricing schedules could be revised. Our distributors' termination of
or failure to renew our contracts could cause significant delays in our ability
to fulfill our customers' orders, and we may not be able to locate other
distributor that can provide comparable fulfillment, processing and shipping
services in a timely manner, on acceptable commercial terms, if at all.

Our distributors' may not be able to replenish their inventory in a timely
manner, which could reduce our revenues.

Our customers' orders could be significantly delayed if we need to seek other
distributors to fulfill our customers' orders. Our distribution agreements with
our distributors do not require them to set aside any amount of inventory to
fulfill our orders or to give our orders priority over other resellers to whom
they sell. Furthermore, some vendors may decide, for reasons outside our
control, not to offer particular products for sale on the Internet. For example,
in February 1999, Compaq Computer Corp. temporarily suspended its authorization
of Internet resellers to sell Compaq products. Other manufacturers, including
Dell Computer Corp., have chosen not to authorize any Internet resellers. These
vendors may also cause our distributors not to sell products to us.

Our future success also depends on our distributors' ability to provide timely
and accurate order fulfillment. If they don't, our revenues could be reduced.

We depend on our distributors to process and ship substantially all of the
computer hardware and software products that we sell to our customers. However,
we have limited control over their shipping and processing procedures. Our
distributors' systems and operations are vulnerable to damage or interruption
from fire, flood, power loss, telecommunications failure, physical and
electronic break-ins, earthquakes and similar events. We do not carry sufficient
business interruption insurance to compensate us for any losses that could occur
as a result of our distributors' inability to perform for any reason.

In the future, our vendors may not be willing to provide these services at
competitive rates. In addition, vendors may refuse to develop the communications
technology necessary to support our direct shipment infrastructure. We also have
no effective means to ensure that our providers will continue to perform these
services to our satisfaction. Our customers could become dissatisfied and cancel
their orders or decline to make future purchases if we or our providers are
unable to deliver products on a timely basis. If our customers become
dissatisfied with our distributors and third party service providers, our
reputation and our brand could suffer.

Our operations are also heavily dependent upon a number of other third parties
for delivery services. Their failure to perform would reduce our revenues.

Our distributors use the Federal Express Corporation, United Parcel Service and
the United States Postal Service to deliver substantially all of our products.
If the services of any of these third parties become unsatisfactory, our
customers may experience lengthy delays in receiving their orders, and we may
not be able to find a suitable replacement on a timely basis or on commercially
reasonable terms.

PC Universe's technical support and service customers have no contracts. If
customers do stop using these services, PC Universe's revenues would be hurt.

PC Universe derives approximately 15% of its revenues from technical support and
service activities. As there are no written contracts, these customers could
easily stop using these services without penalty. As a result, PC Universe's
quarterly operating results will depend to an extent on technical support and
service fees paid by customers within the quarter and on its ability to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall.
If customers stop purchasing these services or if PC Universe fails to obtain
new customers for these services in any quarter, its business and operating
results could be harmed.

PC Universe's future revenues and profits will be substantially dependent upon
the widespread acceptance of the Internet as a medium for locating computer
hardware and software products by customers. The ultimate demand for computer
hardware and software products on the internet uncertain. If there is not
sufficient demand for computer hardware and software products on the internet,
its revenues will be reduced.

Rapid growth in the acceptance and use of the Internet for the sale of products
and services is a recent phenomenon. This acceptance and use may not continue.
Because global online commerce is new and evolving, PC Universe cannot predict
whether the Web will prove to be a viable commercial marketplace in the long
term.

In order to develop and expand its customer base, PC Universe must appeal to
customers who historically have used traditional means of locating customers. If
PC Universe doesn't attract customers, its revenues will be reduced.

Customers acquiring products and services similar to those PC Universe offers
may be reluctant or slow to buy PC Universe's computer hardware and software
products on the Internet, which would hurt its ability to generate revenues.
Those customers using more traditional methods may not be willing to make the
transition to Internet commerce.

Even if the internet is accepted, concerns about fraud, privacy and other
problems may mean that a sufficiently broad base of customers will not adopt the
internet as a medium of commerce. These concerns may increase as additional
publicity over privacy issues over the internet increases. If there is not
sufficient market acceptance or if market acceptance declines for these or other
reasons, our revenues will be reduced.

A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. PC Universe's
security measures may not prevent security breaches. The failure by PC Universe
to prevent security breaches could harm its business.

Advances in computer capabilities, new discoveries in the field of cryptography,
or other developments may result in a compromise or breach of the technology
used by PC Universe to protect customer transaction data. Any compromise of its
security could harm its reputation and, therefore, its business. In addition, a
party who is able to circumvent its security measures could misappropriate
proprietary information or cause interruptions in its operations.

The success of PC Universe's business marketing computer hardware and software
products will depend largely on the development and maintenance of web
infrastructure. Problems with development and maintenance of this infrastructure
could decrease the growth of customers of the web. It could also increase costs
of PC Universe's products and services. These web-related infrastructure
problems could reduce its revenues.

Development and maintenance of the web infrastructure includes maintenance of a
reliable network backbone with the necessary speed, data capacity and security,
as well as timely development of complementary products such as high speed
modems, for providing reliable access to PC Universe's computer hardware and
software products.

The web has experienced, and is likely to continue to experience, significant
growth in the numbers of customers and amount of traffic. If the web continues
to experience increased numbers of customers, increased frequency of use or
increased bandwidth requirements, the web infrastructure may be unable to
support the demands placed on it. Specifically, if sufficient bandwidth is not
available, there may be a slower than anticipated growth of the internet as a
means of commerce.

The web could be damaged by outages and other delays as a result of damage to
portions of its infrastructure. Heavy stress placed on systems could cause them
to operate at unacceptably low speed or fail. Additionally, a natural disaster,
power or telecommunications failure or act of war may cause extended systems
failure. Computer viruses or unauthorized access to or sabotage of its network
by a third party could also result in system failures or service interruptions.
Although it has not experienced any of these problems to date, outages and
delays that occur in the future could reduce the level of usage of the web as
well as the level of traffic to and revenues generated from computer hardware
and software products on its site.

Problems with web infrastructure could also increase costs of use of the web. If
it costs customers more to access the internet, there may be fewer customers
than anticipates. If it costs PC Universe more to maintain its site, its prices
may increase and demand may decrease.

PC Universe's ability to successfully sell to customers and provide high quality
customer service largely depends on the efficient and uninterrupted operation of
its internal infrastructure. If PC Universe's internal computer and
communications systems are inadequate or fail to perform, its revenues could be
reduced.

Substantially all of its management systems are located at its corporate offices
in Boca Raton, FL. PC Universe contracts with a third party, A Digital Dream,
located in Miami, FL, for mission critical Internet connectivity. PC Universe
does not have a formal disaster recovery plan and does not carry any business
interruption insurance to compensate PC Universe for losses that may occur.

Application of existing laws and regulations governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy by governmental agencies is uncertain. Any
adverse application of these laws and regulations or new laws or regulations
could reduce PC Universe's revenues, increase the cost of doing business as a
result of litigation costs, increase service delivery costs, or otherwise reduce
its revenues.

The vast majority of these laws and regulations governing PC Universe's
operations 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.

Those laws that do reference the Internet, such as the recently passed Digital
Millennium Copyright Act, have not yet been interpreted by the courts and their
applicability and reach are therefore uncertain. The federal government or one
or more states may attempt to impose these regulations upon PC Universe in the
future.

Several states have proposed legislation that would limit the uses of personal
user information gathered online or require online its various products and
services and those of its third party customers to establish privacy policies.
The Federal Trade Commission also has recently settled a proceeding with one
online service regarding the manner in which personal information is collected
from customers and provided to third parties. Changes to existing laws or the
passage of new laws intended to address these issues could directly affect the
way PC Universe does business or could create uncertainty in the marketplace.
This could reduce demand for its various products and services, increase the
cost of doing business as a result of litigation costs or increased service
delivery costs.

In the United States, companies are required to qualify as foreign corporations
in states where they are conducting business. If PC Universe is required to
qualify and doesn't, its revenues could be reduced.

As a company conducting business on the internet, it is unclear in which states
PC Universe is actually conducting business. Its failure to qualify as a foreign
corporation in a jurisdiction where PC Universe is required to do so could
subject PC Universe to taxes and penalties for the failure to qualify and could
result in its inability to enforce contracts in those jurisdictions. Any new
legislation or regulation, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to its business, could reduce
revenues.

PC Universe's business may be subject to sales and other taxes. A successful
assertion by one or more states or any foreign country that PC Universe should
collect sales or other taxes on revenues generated from its operations could
reduce its revenues.

PC Universe does not plan to collect sales or other similar taxes on revenues
generated from computer hardware and software products shipped outside of the
state of Florida. One or more states may seek to impose revenues tax collection
obligations on companies such as PC Universe that engage in or facilitate online
commerce. Several proposals have been made at the state and local level that
would impose additional taxes on revenues generated from the sale of goods or
services through the Internet. These proposals, if adopted, could substantially
impair the growth of electronic commerce, and could diminish its opportunity to
derive financial benefit from its activities.

The U.S. federal government recently enacted legislation prohibiting states or
other local authorities from imposing new taxes on Internet commerce for a
period of three years. This tax moratorium will last only for a limited period
and does not prohibit states or the Internal Revenue Service from collecting
taxes on its income, if any, or from collecting taxes that are due under
existing tax rules.

PC Universe's business may be harmed by litigation related to sale or use of
computer hardware and software products. Any litigation could reduce its
revenues.

The law relating to the liability of providers of online products and services
for their activities and the activities of their customers is currently
unsettled. PC Universe could be sued for any problems which occur in or result
from use of its computer hardware and software products. These claims have been
brought, and sometimes successfully litigated, against online product and
service providers.

Any resulting litigation could:

o Be costly for PC Universe.

o Divert management attention from the operation of its business.

o Result in increased costs of doing business.

o Lead to adverse judgment.

In addition, in the event that PC Universe implements a greater level of
interconnectivity on its site, PC Universe will not and cannot practically
screen all of the content generated or accessed by its customers, and PC
Universe could be exposed to liability with respect to this content.

Although PC Universe carries general liability insurance, its insurance may not
be sufficient to cover claims of these types or may not be adequate to indemnify
PC Universe for all liability that may be imposed.

If PC Universe becomes liable for any of these claims, particularly liability
that is not covered by insurance or is in excess of insurance coverage, PC
Universe could be directly harmed and PC Universe may be forced to implement new
measures to reduce its exposure to this liability. This may require PC Universe
to expend substantial resources and to discontinue some product or service
offerings. In addition, the increased attention focused upon liability issues as
a result of these lawsuits could harm its reputation or otherwise harm the
growth of its business.

PC Universe anticipates increased expenses as it expands its business. These
expenses may cause future operating results to fluctuate significantly and
possibly fail to meet or exceed the expectations of securities analysts or
investors, causing its stock price to decline.

PC Universe plans to increase its operating expenses and to expand its product
development, sales, marketing and customer support activities. Its decisions
regarding its operating expenses and anticipated revenue trends may be
incorrect. Many of its expenses are relatively fixed in the short term. PC
Universe may not be able to reduce its expenses if its revenues are lower than
anticipated, which could cause its operating results to be below the
expectations of public market analysts or investors, causing the price of its
common stock to fall after PC Universe commences trading.

PC Universe must retain and recruit key personnel. If we don't our business
could suffer because our revenues may be reduced if we cannot recruit or lose
these key employees.

PC Universe's business is dependent on the services of Messrs Stern, Zolotsky
and Livia. None of PC Universe's management personnel or employees have
employment contracts, nor do we carry any key person insurance on any of our
management personnel or employees. The loss of any of its senior management or
other key technical, customer support, revenues and marketing personnel,
particularly if lost to competitors, could harm its business.

PC Universe's success also depends upon its ability to attract and retain highly
skilled management and other personnel. Competition for highly skilled employees
with technical, management, marketing, revenues, product development and other
specialized training is intense and PC Universe may not be successful in
attracting and retaining these kinds of personnel. In addition, it may
experience increased costs in order to attract and retain skilled employees.

PC Universe's management has significant control over stockholder matters, which
may impact the ability of minority stockholders to influence PC Universe's
activities.

PC Universe's officers and directors and their families control the outcome of
all matters submitted to a vote of the holders of common stock, including the
election of directors, amendments to its certificate of incorporation and
approval of significant corporate transactions. These persons will beneficially
own, in the aggregate, approximately 47% of our outstanding common stock. This
consolidation of voting power could also have the effect of delaying, deterring
or preventing a change in control of PC Universe that might be beneficial to
other stockholders.

The price of PC Universe's stock may fall if, after the merger, PC Universe's
insiders sell a large number of their shares. It may also fall if non-insiders
sell their shares as well. This could reduce the price for which PC Universe's
shareholders may be able to sell their shares.

After the merger, three of PC Universe's principal executive officers and 16 of
their relatives will own an aggregate of 4,587,000 shares. Of these shares,
4,147,000 are owned by the three executive officers and may only be sold in
compliance with Rule 144, except that there is no one year holding period
because these shares are being issued under this registration statement. To the
extent that the family members and not the three officers are deemed to be
beneficial owners of the other 440,000 shares they would be deemed non-insiders.
After the merger, an additional approximately 40 non-insider stockholders will
own an aggregate of 4,413,000 non-restricted shares. These non-insiders are not
subject to the restrictions of Rule 144, and all of these non-insider shares may
be sold when Rule 144 is available, ninety days after this registration
statement has been declared effective.

Rule 144 generally provides that a person owning shares subject to the Rule who
has satisfied or is not subject to a one year holding period for the restricted
securities may sell, within any three month period (provided we are current in
our reporting obligations under the Exchange Act) subject to certain manner of
resale provisions, an amount of restricted securities which does not exceed 1%
of a company's outstanding common stock.

A sale of shares by these security holders, whether under Rule 144 or otherwise,
may have a depressing effect upon the price of our common stock in any market
that might develop after the merger.

MERGER APPROVALS

On May 1, 2000, Michael T. Williams and Rob Rill as the members of our board of
directors approved the merger proposal. Stockholders owning more than 80% of the
stock of First Irving Strategic Group approved the merger proposal at the same
time.

On May 1, 2000, the board of directors of PC Universe unanimously approved the
merger proposal.

MERGER TRANSACTION

The merger agreement provides each outstanding share of PC Universe common
stock, other than dissenting shares, as discussed later in this document, will
be exchanged for one share of First Irving Strategic Group common stock. The
following table contains comparative share information for shareholders of PC
Universe and First Irving Strategic Group immediately after the closing of the
merger.

The agreement provides that at the closing of the merger, First Irving Strategic
Group will

o Change its name to PC Universe
o Adopt PC Universe's articles and bylaws
o Elect, effective upon the effectiveness of the merger, new
officers and a new board of directors to consist of the current
officers and current directors of PC Universe

The agreement provides that PC Universe's shareholders who vote against the
merger are entitled to dissenters' rights with respect to the proposed receipt
of shares of our name common stock as set forth in your state's law. The
agreement also provides for the payment to our name of a Merger Fee in the
amount of $75,000.

The agreement provides that the current directors of First Irving must enter
into option agreements allowing PC Universe to purchase from them after the
merger the same number of shares on the same terms and conditions as Lambo
Investments, Ltd. and JB Brown, Ltd. can purchase shares from PC Universe after
the merger under their currently outstanding options with PC Universe. Under the
agreement, First Irving will honor the currently existing options after the
merger. The options with the First Irving directors require that if Lambo
Investments, Ltd. and JB Brown, Ltd. exercise their options with what will be
the surviving corporation, PC Universe after the merger, PC Universe must
exercise its options with the directors of First Irving to the same monetary
extent.

None of the shares of First Irving Strategic Group common stock outstanding
prior to the closing of the merger will be converted or otherwise modified in
the merger and all of the shares of First Irving Strategic Group will be
outstanding capital stock of First Irving Strategic Group after the closing of
the merger.

The merger will be consummated promptly after this prospectus is declared
effective by the SEC and upon the satisfaction or waiver of all of the
conditions to the closing of the merger. The merger will become effective on the
date and time a properly executed articles of merger are filed with the offices
of the secretary of state of Florida. Thereafter, PC Universe will cease to
exist and First Irving Strategic Group will be the surviving corporation in the
merger.

Fractional shares.

As of the date of this prospectus, there were no fractional shares of PC
Universe's common stock outstanding. Because each outstanding share of PC
Universe's common stock will be entitled to receive one share of First Irving
Strategic Group's common stock under the terms of the merger agreement, there
will be no fractional shares issued in the merger.

Bulletin board listing

First Irving Strategic Group will be subject to the reporting requirements of
the securities exchange act of 1934 after the merger as a result of its filing
of a form 8-A electing to be a reporting company subject to the requirements of
the 1934 act.

Upon closing of the merger, our name will seek to become listed on the over the
counter bulletin board under the symbol "PCPC." If and when listed, the PC
Universe's shareholders will hold shares of a publicly-traded Florida
corporation subject to compliance with the reporting requirements of the
exchange act. Because the state of incorporation, articles and bylaws of First
Irving Strategic Group will be the same as those of PC Universe prior to the
merger, the rights of shareholders of PC Universe will not change as a result of
the merger.

Background of the merger

As discussed under First Irving Strategic Group Business, First Irving Strategic
Group was formed as a vehicle to acquire through a registered securities
offering a private company desiring to become an SEC reporting company in order
thereafter to secure a listing on the over the counter bulletin board. First
Irving Strategic Group agreed to acquire PC Universe because this was PC
Universe's objective.

Although other methods of achieving its objectives were available, including
alternate forms of SEC registration statements, PC Universe chose the method
involving a reverse merger with First Irving Strategic Group because it believes
the optimal way for it to achieve its objectives of becoming an SEC reporting
company in order thereafter to secure a listing on the over the counter bulletin
board is:

o To be acquired by an acquisition company
o To have securities to be issued to its shareholders upon the merger
registered on Form S-4
o To have that registration statement declared effective before
holding a formal vote on the proposed merger

PC Universe also believes this method is the optimal way for it to:

o Increase the visibility of PC Universe's business, which could be
helpful in further developing and commercializing PC Universe's
products.

PC Universe believes that public, trading companies have greater visibility
than private companies.

o Facilitate PC Universe's ability to raise capital in the public markets.

PC Universe believes that public, trading companies have an easier time
raising capital than private companies.

o Potentially improve PC Universe's stockholders' ability to sell their shares
in the over-the-counter market.

PC Universe believes that public, trading companies provide greater
investor liquidity than private companies.

Contacts between the Parties

In April, 1999, Mr. Rob Rill retained Williams Law Group, P.A. to form an
acquisition corporation to secure an operating company to acquire. At the
request of Mr. Rill, for administrative convenience only Mr. Williams agreed to
serve as president and director of the corporation and Mr. Rill would be a
director as well. Upon formation, Mr. Williams and Mr. Rill were issued
1,000,000 shares each. Of the $75,000 merger fee to be paid to First Irving by
PC Universe under the terms of the merger agreement, Mr. Rill will receive
$25,000 for his role as director. The remaining $50,000 will be paid to Williams
Law Group for legal services in preparing this registration statement.

In April, 2000, Mr. Tom Livia, a member of the Board of Directors of PC Universe
contacted Mr. Rill by telephone. In June, 2000, First Irving Strategic Group
indicated that it would be willing to enter into a business combination with PC
Universe. Drafting of this registration statement began immediately thereafter,
during which time there were various discussions in which representatives of
First Irving Strategic Group and PC Universe agreed upon the basic structure,
terms and conditions of the merger. In connection with the merger, First Irving
Strategic Group agreed to effect a reverse split so that Mr. Williams' Trust,
including related family and employees, and Mr. Rill will each own 225,000
shares prior to the closing of the merger, subject to a repurchase option. A
definitive merger agreement is currently being drafted.

Neither of the respective boards of Directors of First Irving Strategic Group or
PC Universe, Inc. requested or received, or will receive, an opinion of an
independent investment banker as to whether the merger is fair, from a financial
point of view, to First Irving Strategic Group and its stockholders PC Universe,
Inc. and its shareholders.

Interests of Certain Persons in the Merger

Upon the closing of the merger, the current directors and executive officers of
PC Universe will become the directors and executive officers of the parent
corporation.

Material Federal Income Tax Consequences

The following discussion summarizes all the material federal income tax
consequences of the merger. This discussion is based on currently existing
provisions of the Internal Revenue code of 1986, existing and proposed Treasury
Regulations and current administrative rulings and court decisions, all of which
are subject to change. Any change, which may or may not be retroactive, could
alter the tax consequences to the PC Universe shareholders, as described below.

We have addressed this opinion to most of the typical shareholders of companies
such as PC Universe. However, some special categories of shareholders listed
below will have special tax considerations that need to be addressed by their
individual tax advisors:

o Dealers in securities
o Banks
o Insurance companies
o Foreign persons
o Tax-exempt entities
o Taxpayers holding stock as part of a conversion, straddle, hedge or
other risk reduction transaction o Taxpayers who acquired their shares
in connection with stock option or stock purchase plans or in other
compensatory transactions

We also do not address the tax consequences of the merger under foreign, state
or local tax laws.

We strongly urge to consult their own tax advisors as to the specific
consequences of the merger to them, including the applicable federal, state,
local and foreign tax consequences of the merger in their particular
circumstances.

Neither First Irving Strategic Group Industry Co. nor PC Universe has requested,
or will request, a ruling from the Internal Revenue Service, IRS, with regard to
any of the federal income tax consequences of the merger. The tax opinions will
not be binding on the IRS or preclude the IRS from adopting a contrary position.

It is the opinion of Williams Law Group, P.A., counsel to First Irving Strategic
Group Industry Co., that the merger will constitute a reorganization under
Section 368(a) of the code. The tax description set forth below has been
prepared and reviewed by Williams Law Group, and in their opinion, to the extent
the description relates to statements of law, it is correct in all material
respects. In a prior filing of a similar transaction with the Securities and
Exchange Commission, the staff requested us to add a statement that the
following tax consequences are implicit in the firm's opinion that the merger is
a 368(a) reorganization.

As a result of the merger's qualifying as a reorganization, the following
federal income tax consequences will, under currently applicable law, result:

No gain or loss will be recognized for federal income tax purposes by
the holders of PC Universe common stock upon the receipt of First
Irving Strategic Group Industry Co. common stock solely in exchange for
PC Universe common stock in the merger, except to the extent that cash
is received by the exercise of dissenters' rights.

The aggregate tax basis of the First Irving Strategic Group Industry
Co. common stock received by PC Universe shareholders in the merger
will be the same as the aggregate tax basis of the PC Universe common
stock surrendered in merger.

The holding period of the First Irving Strategic Group Industry Co.
common stock received by each PC Universe shareholder in the merger
will include the period for which the PC Universe common stock
surrendered in merger was considered to be held, provided that the PC
Universe common stock so surrendered is held as a capital asset at the
closing of the merger.

A holder of PC Universe common stock who exercises dissenters' rights
for the PC Universe common stock and receives a cash payment for the
shares generally will recognize capital gain or loss, if the share was
held as a capital asset at the closing of the merger, measured by the
difference between the shareholder's basis in the share and the amount
of cash received, provided that the payment is not essentially
equivalent to a dividend within the meaning of Section 302 of the code
or does not have the effect of a distribution of a dividend within the
meaning of Section 356(a)(2) of the code after giving effect to the
constructive ownership rules of the code.

Neither First Irving Strategic Group Industry Co. nor PC Universe will
recognize gain solely as a result of the merger.

There is a continuity of interest for IRS purposes with respect to the
business of PC Universe. This is because shareholders of PC Universe
have represented to us that they will not, under a plan or intent
existing at or prior to the closing of the merger of the merger,
dispose of so much of their PC Universe common stock in anticipation of
the merger, plus the First Irving Strategic Group Industry Co. common
stock received in the merger that the PC Universe shareholders, as a
group, would no longer have a significant equity interest in the PC
Universe business being conducted by First Irving Strategic Group
Industry Co. after the merger. Our opinion is based upon IRS ruling
guidelines that require eighty percent continuity, although the
guidelines do not purport to represent the applicable substantive law.

A successful IRS challenge to the reorganization status of the merger would
result in significant tax consequences. For example,

o PC Universe would recognize a corporate level gain or loss on the
deemed sale of all of its assets equal to the difference between

o the sum of the fair market value, as of the closing of the
merger, of the First Irving Strategic Group Industry Co.
common stock issued in the merger plus the amount of the
liabilities of PC Universe assumed by First Irving
Strategic Group Industry Co.

and

o PC Universe's basis in the assets

o PC Universe shareholders would recognize gain or loss with respect
to each share of PC Universe common stock surrendered equal to the
difference between the shareholder's basis in the share and the
fair market value, as of the closing of the merger, of the First
Irving Strategic Group Industry Co. common stock received in
merger therefore.

In this event, a shareholder's aggregate basis in the First Irving Strategic
Group Industry Co. common stock so received would equal its fair market value
and the shareholder's holding period for this stock would begin the day after
the merger is consummated.

Even if the merger qualifies as a reorganization, a recipient of First Irving
Strategic Group Industry Co. common stock would recognize income to the extent
if, among other reasons any shares were determined to have been received in
merger for services, to satisfy obligations or in consideration for anything
other than the PC Universe common stock surrendered. Generally, income is
taxable as ordinary income upon receipt. In addition, to the extent that PC
Universe shareholders were treated as receiving, directly or indirectly,
consideration other than First Irving Strategic Group Industry Co. common stock
in merger for PC Universe's shareholder's common stock, gain or loss would have
to be recognized.

Termination.

At any time prior to the Effective Date, the merger agreement may be terminated,
and the merger abandoned under certain circumstances, including:

o By mutual consent of First Irving Strategic Group and PC Universe
o By either party if any of the other party's representations and
warranties contained in the merger agreement shall be or shall
have become inaccurate, or if any of the other party's covenants
contained in the merger agreement shall have been breached
o By either party if a court of competent jurisdiction or other
governmental body shall have issued a final and nonappealable
order, decree or ruling, or shall have taken any other action,
having the effect of permanently restraining, enjoining or
otherwise prohibiting the merger
o By PC Universe if the consents have been solicited and the merger
agreement shall not have been adopted and approved by the required
vote
o By PC Universe if PC Universe reasonably determines that the
timely satisfaction of any condition to its obligations to
consummate the merger has become impossible or unlikely.

Dissenters' Rights

The following summary of dissenters' rights under Florida law is qualified in
its entirety by reference to chapter 607, Florida Statutes. All material terms
of chapter 607 are summarized below. First Irving Strategic Group has filed
copies of these statutes as exhibits to the registration statement.

Under Florida law, a PC Universe shareholder who does not give consent for the
merger and otherwise does not vote for the merger and files a written demand for
appraisal with PC Universe within 20 days after receiving notice will be paid
the fair market value of the shares on the date of the closing of the merger, as
determined by the board of directors of PC Universe. If a PC Universe
shareholders wishes to exercise these rights, he or she must not give written
consent to the merger and otherwise does not vote for the merger, must file the
written demand within the prescribed time period, and follow other procedures.

Within 20 days after PC Universe has given notice, any shareholder of PC
Universe who elects to dissent shall file with the corporation a notice of the
election, stating the shareholder's name and address, the number, classes, and
series of shares as to which he or she dissents, and a demand for payment of the
fair value of his or her shares. Fair value means the value of the shares as of
the close of business on the day prior to the merger authorization date,
excluding any appreciation or depreciation in anticipation of the merger unless
exclusion would be inequitable.

Any shareholder failing to file this election to dissent within the 20 day
period is bound by the terms of the proposed merger. Any shareholder filing an
election to dissent must deposit his or her certificates for certificated shares
with PC Universe simultaneously with the filing of the election to dissent.

Upon filing a notice of election to dissent, the shareholder is thereafter
entitled only to payment for dissenting and is not entitled to vote or to
exercise any other rights of a shareholder.

It is a condition to PC Universe's obligations to consummate the merger that the
holders of no more than 10% of the outstanding shares of PC Universe's common
stock are entitled to dissenters' rights. If demands for payment are made with
respect to more than 10%, of the outstanding shares of PC Universe's common
Stock, and, as a consequence more than 10% of the shareholders of PC Universe's
become entitled to exercise dissenters' rights, then PC Universe will not be
obligated to consummate the merger.

Accounting Treatment

For accounting purposes, the merger will be treated as an acquisition by a
predecessor corporation.

Merger Procedures

Unless otherwise designated by a PC Universe shareholder on the transmittal
letter, certificates representing shares of First Irving Strategic Group common
stock issued to PC Universe shareholders will be issued and delivered to the
tendering PC Universe shareholder at the address on record with PC Universe . In
the event of a transfer of ownership of shares of PC Universe common Stock
represented by certificates that are not registered in the transfer records of
PC Universe , the shares may be issued to a transferee if the certificates are
delivered to the transfer agent, accompanied by all documents required to
evidence the transfer and by evidence satisfactory to the transfer agent that
any applicable stock transfer taxes have been paid. If any certificates shall
have been lost, stolen, mislaid or destroyed, upon receipt of

o An affidavit of that fact from the holder claiming the certificates to be
lost, mislaid or destroyed.

o The bond, security or indemnity as the parent corporation and the merger
agent may reasonably require.

o Any other documents necessary to evidence and effect the bona fide merger,
the transfer agent shall issue to holder the shares into which the shares
represented by the lost, stolen, mislaid or destroyed.

o Certificates have been converted.

Neither First Irving Strategic Group, PC Universe , nor the transfer agent is
liable to a holder of PC Universe's common stock for any amounts paid or
property delivered in good faith to a public official under any applicable
abandoned property law. Adoption of the merger agreement by the PC Universe's
shareholders constitutes ratification of the appointment of the transfer agent.

After the closing of the merger, holders of certificates will have no rights
with respect to the shares of PC Universe common stock represented thereby other
than the right to surrender the certificates and receive in merger the shares of
First Irving Strategic Group common stock to which the holders are entitled.

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

For the 6 months ended June 30, 2000 and 1999

The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the Company's unaudited
condensed consolidated financial statements and the notes thereto included
elsewhere herein.

Results Of Operations

The following table sets forth financial information derived from the Company's
statements of income expressed as a percentage of net sales.

Financial information percentage of gross sales
6 Months Ended June 30

2000 1999
(Unaudited) (Unaudited)
Total Sales 100% 100%
Cost of Sales 85.5% 87.8%
Gross Profit 14.5% 12.2%

Operating Expenses
Sales & Marketing 1.8% 1.9%
General 10.4% 10.7%
Administrative 0.7% 0.7%
Total Operating Expenses 13.0% 13.3%

Income (Loss) from Operations 1.6% (1.1%)
Other Income (Expense) 0.3% 5.9%

Net Income 1.9% 1.8%

Net Revenues

Net revenues were $ 4,880,636 for the 6 months ended June 30, 2000, a
3.79% increase from $4,702,231 for the 6 months ended June 30, 1999. This
increase is due from growth in our corporate customer base and repeat purchases
from our existing customers.

Cost of Sales

Cost of sales consists primarily of the cost of products sold, and the
related distribution and fulfillment costs, including shipping, inventory
financing costs, credit card charges, internet hosting fees, and commissions
paid on gross margins, as significant items. Cost of sales increased to
$4,172,311 for the 6 months ended June 30, 2000 from $4,130,223 for the 6 months
ended June 30, 1999 as a result of an increase in our revenues.

Sales and Marketing Expenses

Sales and marketing expenses consists of advertising and promotional
expenses, and outsourced customer service fees. Sales and marketing expenses
were $87,545 for the 6 months ended June 30, 2000 and $89,308 the 6 months ended
June 30, 1999.

General and Administrative Expenses

General and administrative expenses consist primarily of payroll and
related expenses for all employees, facilities expenses, professional fees, and
other general corporate expenses. These expenses were $545,160 for the 6 months
ended June 30, 2000 from $534,384 for the 6 months ended June 30, 1999 We expect
general and administrative expenses to continue to increase as we expand our
revenues.

Interest and Depreciation Expenses

The interest charges are mainly derived from balances on our corporate credit
card purchases and inventory financing. Depreciation and amortization expenses
consist primarily of the amortization of organizational expenses, as well as
fixed asset depreciation. Interest and depreciation was $31,659 for the 6 months
ended June 30, 2000 and $25,962 for the 6 months ended June 30, 1999. The
increase is primarily attributable to additional interest charges incurred when
assets were purchased on corporate credit cards.

Gross Profit

Gross profit was $708,325 the 6 months ended June 30, 2000 and $572,008 for the
6 months ended June 30, 1999. This increase in gross margin was primarily
attributable to better pricing management of the company's product mix.

Miscellaneous Income

Total miscellaneous income the 6 months ended June 30, 2000 was $33,320
and $149,519 for the 6 months ended June 30, 1999. This represents non-recurring
income items such as liquidation sales of job lot items acquired periodically
throughout the year.

Net Income

Our net income was $91,460 for the 6 months ended June 30, 2000 and
$86,792 for the 6 months ended June 30, 1999. The increase in net income was due
to increased gross margins and the company's ability to contain costs.

Liquidity and Capital Resources

At June 30, 2000, our cash liquidity was $24,564 compared to $00 of
cash at December 31, 1999. Net cash used in operating activities was $107,043
and $198,590 for the 6 months ended June 30, 2000 and 1999, respectively.
Accounts Receivable were $1,020,319 for the 6 months ended June 30, 2000 and
$999,079 for the 6 months ended June 30, 1999. Net cash used in investing
activities was $68,281 and $549 for the 6 months ended June 30, 2000 and 1999,
respectively, and primarily consisted of upgrading our website.

As of June 30, 2000, our principal loan commitments consisted of
obligations for the acquisition of fixed assets. The company is also negotiating
with FINOVA Capital, to provide increased floor plan financing from $1,000,000
to $1,500,000, which will enable the company to support it's increased sales.

We believe that our current cash balances and projected cash inflows
from revenues and accounts receivable will be sufficient to meet our anticipated
operating cash needs for the next 12 months.

Assets, Liabilities and Stockholders Equity

Our total assets were $1,481,880 and $1,372,114 for the periods of June
30, 2000 and June 30, 1999. Total liabilities were $1,100,739 and $1,008,449 for
June 30, 2000 and June 30, 1999. At June 30, 2000, our current assets were
$1,306,855 and June 30, 1999 they were $1,229,667. Our current liabilities for
the period ending June 30, 2000 were $1,100,739 and for June 30, 1999 were
$1,008,449. Working capital for the period ending June 30, 2000 was $206,116 and
for June 30, 1999 it was $221,218. While shareholders equity was $381,141 for
June 30, 2000 and $363,665 for June30, 1999.

As of June 30, 2000, our principal loan commitments consisted of
obligations for the acquisition of fixed assets. The company is also negotiating
with FINOVA Capital, to provide increased floor plan financing from $1 million
to $1.5 million, which will enable the company to support it's increased sales.

PC UNIVERSE BUSINESS

PC Universe sells computer hardware and software and computer technical support
and repair services. It offers a comprehensive selection of brand name computer
hardware and peripherals and software at everyday low prices. It offers more
than 100,000 products. Its e-commerce site, www.PCUdirect is designed to enhance
the customer's online shopping experience 24 hours a day, seven days a week. It
uses a business model that involves outsourcing the majority of its operating
infrastructure including distribution and fulfillment, customer service and
support, credit card processing and the hosting of its system infrastructure and
database servers. This business model allows it to add new product categories
easily and rapidly and eliminates significant capital investments and the costs
and risks of carrying inventory. This allows PC Universe to expand its product
line as the industry itself expands.

PC Universe, Inc. was incorporated in 1995 and commenced operating as a computer
mail order reseller in the first week of the following month. PC Universe
intended to be a mail order company with a difference. Within one month of
operating a fledgling service department was opened at its Boca Raton location
primarily to provide service on products sold to the anticipated South Florida
based corporate clients that it thought it would eventually enter into
relationships with. In those days, mail order was a significant part of the
computer sales industry, so the corporate sales were very minimal in
relationship to its mail order business, and the service department was mainly
providing turnkey repairs to walk in customers from the local vicinity.

From the onset, PC Universe forged sales and service relationships with
companies such as IBM, Compaq, Hewlett Packard, Toshiba, Sharp, and Epson.
Through these manufacturers' distributors such as Ingram-Micro, Tech Data,
InaCom, and Merisel, strategic alliances were formed.

PC Universe's website was launched in March of 1996 and has constantly been
improved over the years. It is currently undergoing major overhaul with a fully
upgraded E-commerce site, PCUdirect.com, about to be unveiled within 60-90 days
to the Internet community. This will also coincide with the launch of its
extranet, accessed on its PCUniverse.com site, which will provide online access
to its product database for its corporate customers. Orders and manufacturers'
authorization for returns will be facilitated electronically which should reduce
the turnaround time for sales fulfillment and enhance customer satisfaction.

PC Universe is currently involved in the following:

o Direct sales to corporate customers located in the South Florida Area.
o Service and Repairs to its corporate customers.
o Internet sales nationally.

PC Universe has identified the following areas of growth:

o Web hosting
o Internet Service Provider
o Data Warehousing
o Training/online training
o Audio/visual equipment sales

Industry Background

Computer Hardware and Software

The computer industry is very large. We believe worldwide annual sales of
computers, software, and related services are well in excess of $100 billion.
Corporate customers continue to upgrade their systems to maintain
competitiveness and improve their employee productivity in order to maintain
profitability. The demand for quality services continues to grow in line with
the growth of this industry.

The personal computer products segment of the computer industry was
characterized in its early development by stand alone personal computers with
limited capabilities. Advances in semiconductor technology were the driving
force behind significant upgrades in the capabilities of personal computer
products, which in turn resulted in a wider range of software applications which
were suitable for use on personal computers. This expansion in personal computer
capabilities has been accompanied by significant price reductions in
microcomputers and peripheral products as the cost of semiconductor chips has
fallen and manufacturing efficiencies have been realized.

The growth in the personal computer industry is also the result of local and
wide area networks which permit a wide distribution of applications software and
databases throughout a business or other organization, the use of a variety of
different hardware and software products from location to location or even user
to user, and the flexible addition or deletion of software applications. In most
cases, hardware and software products produced by a variety of manufacturers can
be used interchangeably in personal computers.

The computer market has grown rapidly because of the efficiencies to be obtained
by corporations that have without question provided significant returns over and
above the investment costs incurred.

From a consumer standpoint, as computers are becoming more like an essential
appliance to many homes, and with the convergence of communications, television
and computers, appliances such as television sets, security systems, stereo
systems, air conditioning, stoves, and refrigerators will all be part of the
home network linked by expanded bandwidth through satellite, cable, and
telephone companies. The computer will eventually control all these appliances
making it a key component in homes of today and the future. Already many new
residential developments are being planned and built with this concept.

The industry is seasonal to some extent, with sales in the first and fourth
quarters of a calendar year usually significantly higher than the second and
third quarters. The reason for this is that many corporations tend to purchase
in the first quarter following their budget approvals obtained in the fourth
quarter of the prior year. Consumers tend to make significantly more purchases
in the fourth quarter, mainly during the holiday season when many are in receipt
of incentive and bonus payments.

The industry is even beginning to get trendy, as designer machines such as the
I-Mac and E-Machines which are all in one modules including the monitor, are
beginning to gain market share. These machines are manufactured in a variety of
pastel colors and transparent materials.

Growth of the Internet and E-Commerce

The Internet has rapidly emerged as a significant interactive medium for
worldwide communication, instant access to information and e-commerce.
International Data Corporation, a research company which tracks computer and
Internet statistics, estimates that the number of Internet users worldwide will
increase from approximately 196 million at the end of 1999 to more than 502
million by the end of 2003. PC Universe believes this rapid growth is primarily
attributable to the increasing number of personal computers in homes and
offices, technological advancements that provide easier, faster and cheaper
access to the Internet and the proliferation of products, content and services
available on the Internet at competitive prices. In the area of computer
products, Dell computers for example announced one year ago that they were
averaging nearly $1 million dollars a day in sales and expected to triple that
amount within two years.

PC Universe believes increasing numbers of customers will engage in e-commerce
as online retailers take advantage of the recent technological improvements
associated with the Internet that allow the integration of one-click buying,
intelligent product recommendations and near real-time customer service.
International Data Corporation estimates that the number of customers making
purchases on the Internet will grow from approximately 48 million in 1999 to
approximately 183 million in 2003. In addition, International Data Corporation
predicts the total value of goods and services purchased annually over the
Internet will increase from approximately $111.4 billion in 1999 to
approximately $1.3 trillion in 2003.

Limitations of Traditional and Catalog Retailers

The emergence of the Internet as an alternative shopping channel has highlighted
the limitations associated with shopping at traditional and catalog retailers.
Traditional retailers face inherent structural limitations that may inhibit
their ability to capitalize on the growing worldwide market for their goods and
services. The space available in a traditional retail store limits merchandising
flexibility and constrains the number of items that a traditional retailer can
offer at any given time. Traditional retailers must make significant investments
in inventory that may quickly become obsolete. These retailers also face
challenges in hiring, training and maintaining knowledgeable sales staff and
preventing losses due to theft by customers and employees. Personnel costs
typically limit operating hours, reducing customer convenience. Furthermore,
traditional retailers generally have difficulties gathering customer
demographics and preferences, and their potential customer base is typically
limited to those who live within a reasonable geographic distance from the
retail locations. This is the reason PC Universe is expanding its internet sales
capability.

While catalog retailers provide customers with the convenience of shopping from
anywhere at anytime, the number of items they can feature and the product
information they can provide is limited due to mailing, printing and other
related expenses. Since catalogs must be printed and mailed far in advance of
sales, catalog retailers cannot readily change their product offerings or prices
to adapt to an evolving market. Furthermore, the catalog shopping experience is,
in general, neither interactive nor personalized, yet requires extensive
personnel support to take and process orders.

The Online Retail Opportunity

In contrast to traditional retail channels, the Internet provides online
retailers with the opportunity to offer a broad and evolving selection of
merchandise to customers worldwide, while enabling customers to shop at their
convenience without leaving their homes or offices. The Internet provides
essentially unlimited shelf space without significant capital investments,
allowing online retailers to build large global customer bases at an
unprecedented pace and to potentially achieve superior economic returns over the
long-term. The flexible structure of the Internet also enables online retailers
to update product descriptions quickly and make new products immediately
available for sale without incurring significant expenses. In addition, online
retailers can easily obtain demographic and behavioral data about customers,
increasing opportunities for targeted marketing.

Forrester Research, a research company that tracks the computer/Internet
industries, estimates that the online sale of computer hardware is one of the
largest domestic Internet retail opportunities for the consumer and small
office/home office market. According to Forrester Research, annual online
computer hardware sales are expected to grow from approximately $2.4 billion in
1999 to approximately $15.0 billion in 2003, representing approximately 14% of
the entire computer hardware market in 2003. Media products such as software,
books, videos and music also represent a fast growing segment of the online
retail market. Forrester Research estimates that domestic annual online sales of
these products will grow from approximately $3.0 billion in 1999 to more than
$10.0 billion by 2003.

Challenges Faced by Online Retailers

The Internet addresses many of the limitations faced by traditional and catalog
retailers by providing unlimited shelf space, worldwide geographic reach for
potential customers, customer convenience, significant flexibility with regard
to vendor promotion and cross-merchandising opportunities, and on a comparable
basis, extremely low costs. However, online retailing is new and evolving and
presents a number of challenges, including:

o Limited Brand Awareness and Customer Loyalty.

Online retailers must build their brand recognition to attract potential
new customers, to develop customer trust and loyalty in the absence of
face-to-face interaction and to maintain high levels of customer traffic to
their Web sites. Creating a strong brand, however, can be difficult and
expensive, and many online retailers have had limited success developing
their brand name.

o Significant Price Competition.

Online pricing engines enable customers to easily determine the lowest
price for a particular product. Because online shoppers can quickly access
pricing information with little effort, online retailers must be able to
offer competitive prices to continue to draw traffic to their Web sites.

o Limited Product Offerings and Customer Convenience.

Many online retailers focus on a single product category, which may
frustrate customers who must visit a variety of online stores and pay
multiple shipping fees to accommodate all of their online shopping needs.
Among those online retailers who provide multiple product offerings, many
have sites that are difficult to navigate, do not use sophisticated search
capabilities and do not allow customers to purchase products using a single
check-out process.

o Inability to Rapidly Increase Operations and Infrastructure.

Many online retailers choose to handle most aspects of the online retail
channel internally, including maintaining a large inventory of products,
shipping and processing orders, and providing customer service. This
requires significant time, capital investment and operating overhead that
constrain the online retailers' ability to increase sales or expand into
new product categories. Unexpected increases in sales can also strain the
retailer's infrastructure, resulting in delayed or improper shipments, slow
response time and dissatisfied customers.

o Limited Content and Customer Service.

Due to the increasing number of Web sites, online retailers must provide
compelling content and other attractive features to differentiate their
sites. Many first time online shoppers may experience concern over the
absence of the face-to-face communication associated with e-commerce
transactions. PC Universe believes a successful online retailer must
provide immediate customer support, timely shipments, frequent status
updates and knowledgeable advice.

Competition among online retailers has increased as a result of the attractive
commercial medium provided by the Internet and the relatively low barriers to
enter this market. Therefore, PC Universe believes the success of online
retailers will depend on their ability to develop brand awareness, offer
competitive prices on a broad selection of products, and provide compelling
content and superior customer service.

The PC Universe Solution

PC Universe buys nearly all of its name brand products, such as IBM, Toshiba,
Compaq, through established distribution chains in the industry. Its main
suppliers are Ingram Micro and Tech Data. PC Universe has long-standing
relationships with these suppliers and has in place basic pricing and credit
agreements to help facilitate business. These suppliers can and do supply its
competitors. These are the two largest distributors in the industry, but there
are many others to choose from should the need arise. Since its relationship
with these other distributors is not as solid, PC Universe would probably suffer
some price increases for a brief period while we establish new relationships,
but it shouldn't be a lasting problem.

Strategy

PC Universe's objective is to become a leading e-commerce destination offering a
broad selection of computer brand name products and services to consumers and
small businesses at everyday low prices. To achieve this objective, the key
elements of its strategy include the following:

o Build the PC Universe Brand.

PC Universe intends to increase customer loyalty and brand recognition by
offering multiple comprehensive product lines at everyday low prices backed
by superior customer service. In addition to its aggressive pricing
strategy, PC Universe plans to continue to promote its brand through a
variety of marketing and promotional campaigns, including television,
print, radio, direct mail and outdoor advertisements, as well as
strategically placed online advertisements and promotional campaigns.

o Expand and Improve Relationships with Distribution and Fulfillment
Providers to be a Low Cost Supplier.

PC Universe plans to continue to work with its distribution and fulfillment
providers to obtain more timely and accurate product information, shipping
and fulfillment. As its sales increase, PC Universe believes it will be
able to achieve more favorable terms and pricing from its providers.

o The PC Universe Online Shopping Experience

Its Web site offers a broad range of computer and software products. PC
Universe has included compelling content to allow customers to enjoy their
visit to its Web site and make more informed purchase decisions. PC
Universe believes that shopping at www.PCUdirect.com and www.PCUniverse.com
offers attractive benefits to customers, including convenience, ease of
use, a broad selection, in-depth product information and content, and
everyday low prices. PC Universe also intends to market it's PCUdirect.com
website as a virtual community for all those interested in the PC industry.
Online chat rooms and message boards where visitors can talk to experts and
auctions for selling or buying used products are just two of the ways in
which PC Universe intends to create customer loyalty on its PCUdirect
website. The following highlights the key features of its online shopping
experience:

o Browsing

PC Universe has created a shopping experience on the web that strives to
provide customers with the information they need in an extremely functional
manner. It has been the goal of its web designers from day one to respond
to its clients needs by making sure the information they desire is never
more than just a few clicks of the mouse away. At the home page and the
main page for each category, customers can view promotions and featured
products or use a keyword search to locate a specific product. Its Web site
also allows customers to conduct sophisticated searches based on
pre-selected criteria designated in each store, displaying the search
results in a number of different ways including by lowest price, highest
price, and by manufacturer. PC Universe has organized its product offerings
into a simple set of categories and subcategories. This simple structure
also allows customers to click on the designated category or subcategory to
go to the desired location immediately.

o Accessing Information.

One of the key advantages of online shopping is the ability to access a
broad range of information quickly and easily. PC Universe believes this
extensive information enables the customer to make a more educated purchase
decision and enhances the overall shopping experience.

o Selecting a Product and Checking Out.

Customers can purchase products from its online store using the checkout
function. Similar to a traditional retail store, customers can add and
subtract products from their shopping basket as they browse, prior to
making a final purchase decision. To execute orders, customers click on the
"checkout" button. New customers are prompted to create an account and
supply shipping and payment information. Repeat customers, through their
personally created username and password, can access their account to view
order status, view their history of previous orders or update their
personal information. It stores its customers' account information on its
secure network, including multiple shipping addresses and billing options,
which eliminates the need for repeat customers to complete their order
information during future transactions. PC Universe charges its customer's
credit card only after PC Universe has shipped the product. It also
provides updated product information to indicate product availability. When
purchased products are in stock, we generally ship orders received before
4:00 p.m. Eastern Time at the store on the same day as the order is placed.

o Monitoring Its Status.

To provide the highest level of customer service, PC Universe attempts to
maintain communication with its customers throughout the purchase and
fulfillment process. PC Universe confirms each order via an automatic
e-mail within minutes of the order placement, and notifies its customers
via e-mail when their product has been shipped. PC Universe sends
additional e-mail communications to its customers regarding the status of
their orders in the case of back orders and partial shipments.

o Obtaining Assistance.

Presently, customers can obtain assistance through our toll-free number. PC
Universe plans to have online assistance on the site by clicking on either
the "Customer Service" button or the "Help" button on each page. Its online
chat feature will also enable customers to ask a customer service
representative questions while online via a chat format.

Traditional Stores

In today's market, computers are sold in department stores such as Sears; in
specialty electronic and appliance stories, such as Best Buy or Circuit City; in
stores operated by the manufacturers of a specific computer brand, such as
Gateway and in computer-only stores. In the early days of personal computing,
large national computer-only stores were common. Now most computer-only stories
tend to be small and locally oriented, with the exception of the national chain
CompUSA.

We believe the decline of the national computer-only stories is a direct result
of the rise of the direct marketing of computers by manufacturers such as Dell
and Gateway and the ease of purchasing afforded by the Internet.

Technical Support and Service Program

PC Universe is authorized to do service on a number of manufacturers, including
Compaq, IBM, Apple, Toshiba and others. PC Universe doesn't sell service
contracts per say; rather, we sell block hours, that is, a discount for
purchasing blocks of service time in advance. Our service fees vary with our
basic service charge at $85 and hour for on-site service and $65 and hour if the
customer brings the computer into a PC Universe facility. The charges can range
as high as $150 an hour, depending on the type service needed. By purchasing
service time in blocks, customers can typically receive a 15% discount on a
100-hour purchase.

PC Universe does warranty repair; that is, we repair defective products as per
the manufacturers' warranty and are reimbursed for our services by the
manufacturer involved.

We also do network design and installation and upgrades. We design the network,
gather all the products necessary for the network and then charge for the labor,
by the hour at our standard $85 an hour rate, to put the network together for
the customer.

Distribution Network

PC Universe believes that the ability to maintain a primarily outsourced
operating infrastructure is key to an efficient and profitable e-commerce model.
As part of this strategy, PC Universe has entered into relationships with
leading distributors including Ingram Micro for computer hardware, software and
accessories. These distributors carry a vast inventory of products located in
warehouses throughout the country from which products are picked, packed and
shipped directly to its customers or its national fulfillment provider. Through
this system, PC Universe has been highly effective at leveraging the inventory
management and fulfillment capabilities of each of its providers to deliver
products cost- effectively to its customers nationwide. For example, in
September 1999, the average time for Ingram Micro to ship an in-stock product to
a customer was less than one day. PC Universe's key distributors include the
following:

Ingram Micro.

In 1996, we entered into an agreement with Ingram Micro through which they have
agreed to provide, process and distribute some of the computer hardware and
software products that we sell. Ingram Micro is one of the leading wholesalers
of brand name computer hardware and software products, with net sales in excess
of $22.0 billion for 1998. In addition to the revolving line of credit, or floor
plan, described below, we maintain a $300,000 line of credit with Ingram.

We also maintain a $50,000 line of credit with Tech Data, another of the largest
wholesalers of brand name computer equipment, although we have no agreement with
Tech Data.

By using a secure Internet connection with each of its providers, orders placed
by its customers are reviewed by PC Universe, then transmitted directly to the
appropriate distributor. These orders are automatically fed into the
distributor's system where they are processed and sent to a warehouse to be
picked, packed and shipped. Orders are often processed and ready for shipment
within minutes from the time a customer places an order over the telephone or at
its Web site. In the event the products on a customer order are not located in
the same warehouse, its system will cascade the order across several warehouses
beginning with the one nearest to the customers' shipping address. By accessing
distributor warehouses throughout the country, PC Universe has become more
efficient in minimizing shipping costs as well as quickly delivering products to
the customer.

The integrated electronic connection with each of its distribution providers
also provides it with data on inventory quantities, inventory location, shipping
status, shipper tracking numbers and the estimated time of arrival for
back-ordered products. Its Web site also provides a direct link from a
customer's order information to both Federal Express and United Parcel Service
to provide up-to-the-minute information on delivery status.

PC Universe has a revolving line of credit, commonly referred to as a floor
plan, with FINOVA Capital Corporation up to a limit of one million dollars. PCU
does not incur any interest until payments are in excess of 30 days past due;
for payments more than 30 days past due, an interest rate of prime plus 2% is
applied. Payments by FINOVA to its distributors for products are normally
discounted one to two points depending on the arrangements that they have with
the various distributors.

Currently the amount of backlogged orders is approximately $340,000 at 6/30/00
compared to $290,000 at 6/30/99. Its experience factor in fulfillment is 90%
within four weeks of date. Generally, items that cannot be supplied would not be
entered in a sales order.

Principal Markets

The primary markets for sales and service are mainly the corporate, educational,
and government accounts located or doing business in the South Florida area.
When pcudirect.com is fully operational, that division will have the Internet
consumers located within the continental U.S.A. as its primary market.

The main sales target market is the South Florida area. Ideally, corporations
that have product and service requirement of at least $75,000.00 per year are
considered worthwhile prospects. Government and educational institutions are
among the target market as they often qualify for additional manufacturer sales
programs and rebates.

South Florida corporations increasingly account for a larger share of service
revenues. Currently 70% from 50% a year ago, it is anticipated that corporations
could account for 90% of service revenues within one year.

Marketing and Promotions

PC Universe establishes relationships with customers by:

o Direct sales through its corporate sales representatives.
o Advertisements in reputable computer magazines, on the radio, and the
internet.
o Promotional activities involving customers, potential customers, and
manufacturers. These activities include an annual cruise for our
largest customers and a golf tournament.

In terms of a brand name, the internet division will be promoting the
PCUdirect.com name as the site to visit for affordable quality products. This is
being promoted through search engines and an advertising campaign with ZD
publications.

Sales staff are remunerated on a salaried plus commission basis. There are three
plans as follows:

o Established Salesperson Or Newer Salesperson Establishing Themselves In
This Field

This plan has a monthly draw of from $2,000 to $2,600 and commissions from
20-30% increasing based upon amounts of sales.

o Established Salesperson

This plan has a $3,000 per month salary with commissions from 3-17.5%
increasing based upon amounts of sales.

o Managerial Salesperson

These salespersons may earn commission overrides from managed employees
They have a $4,000 per month salary with commissions from 5-14% increasing
based upon amounts of sales. To stay on this plan a target of $60,000 gross
sales must be met every quarter.

Customer Service and Support

PC Universe's emphasis on recruiting is primarily on sales and service
personnel, the caliber of which it believes has steadily been upgraded over the
years.

The service department is of critical importance to the growth of the business.
With the emphasis on corporate sales, these customers demand an efficient level
of service for products purchased. With newly implemented training programs in
place, it is vital that PC Universe continues to present to its customers highly
skilled individuals that will provide cost effective information technology
solutions on an ongoing basis. Many of these technicians are factory trained for
IBM, Hewlett-Packard, Sharp, Compaq, Apple, Epson, and Toshiba, to name a few,
and in terms of certification, many have successfully completed their Novell
Gold, CNE, ECNE, MCSE, and Windows NT exams, to name a few. The minimum level
acceptable for employment is the A+ certification. Help desk support is standard
offering to its growing customer base.

PC Universe believes customer loyalty is created one way--through excellent
service. Every PC Universe customer has a dedicated sales team at their
disposal. They are available to answer technical questions, help with product
research and to help design customer specific solutions using its huge product
selection and technical expertise. Every sales and service representative
receives the latest manufacturer training and certifications. Its wide selection
of name brand products allows it to custom configure a wide variety of choices
and can better serve its customers than single line resellers or manufacturers
like Micron or Gateway.

We also strive to keep customers informed concerning the status of their orders.
We automatically send e-mails confirming receipt of an order, as well as
follow-up e-mails to notify the customer of the product shipment, any back
ordering and to confirm the customers' receipt of a product.

PC Universe currently provides telephone support. We are planning Web-based
support, which will include a chat function. We anticipate that our Web-based
support will be available within 60 days. Customers can currently check on their
orders on-line.

Technology and Systems

PC Universe believes that its technological infrastructure is sturdy and
reliable. However it is constantly undergoing upgrades in order to keep in step
with this fast paced industry. PC Universe has a fully functional local area
network and wide area network connecting every employee at three locations from
Miami to Boca Raton. Its internet infrastructure with high speed interconnect
ensures that its sales and purchasing staff maintain on-line connections with
its major distributors, resulting in a high level of customer satisfaction.

PC Universe prides itself in supplying products and services at the correctly
quoted prices within the specified delivery period. These systems all dovetail
into PC Universe's main operational and accounting software that is fully
integrated. Sales, service, purchasing, warehousing, and accounting all share
the same software platform which is supported 24 hours a day, seven days a week
by American Micro Innovations.

PC Universe's e-commerce front end is built on industry standard technologies,
including Dell Power Edge 2450 and Dell Power Edge 6000 series servers. The
business logic of the site is contained in a variety of proprietary programs.
These programs handle user interface, ordering and customer communications and
operate on fault-tolerant Dell Power Edge servers. PC Universe and A Digital
Dream, the company that hosts our Internet sites, expect to add additional
servers and capacity as needed in the long-term. Its system includes
fault-tolerant hardware on mission critical components, which PC Universe and A
Digital Dream believe can survive the failure of several key server components
with relatively little downtime. We also believe we can quickly and easily
expand capacity without significant additional development. A Digital Dream has
historically run its key systems below capacity to support rapid growth.

Consistent with its operating strategy, PC Universe has entered into an
agreement to outsource the hosting of its E-Commerce sites to its web
development firm, A Digital Dream. A Digital Dream is currently working on
entering into an agreement with Intermedia Communications Inc./Digex for their
co-location needs. Intermedia Communications Inc./Digex provides redundant
internet connections to multiple first-tier internet access points, a secure
physical environment, climate control, redundant power, and state of the art
fire suspension systems. In addition, Intermedia Communications Inc./Digex
provides A Digital Dream with 24-hour-a day, seven-days-a-week system monitoring
and escalation. A Digital Dream will be hosting its web operations in their
Miami, Florida data center, and PC Universe and A Digital Dream believe
Intermedia Communications Inc./Digex has adequate available floor space to
support its growth in this facility. In addition, PC Universe and A Digital
Dream expect to be able to support a distributed, redundant site by placing some
of its servers in Intermedia Communications Inc./Digex's other locations across
the country. PC Universe's one year agreement with A Digital Dream provides for
automatic one year renewal periods, but allows either party to terminate the
agreement for any reason upon 30 days' prior written notice.

PC Universe's e-commerce sites use a set of computer software applications for
processing each customer order. These applications notify sales staff and also
generate real-time sales reports. All credit card numbers, financial
information, and credit information are secured using the internet security
protocol Secure Socket Layer, Version 3, an encryption standard, and maintain
credit card numbers behind appropriate firewalls. The credit card numbers are
digitally encrypted once more and then stored into the database using 160 bit
Triple DES encryption methods, which is currently the strongest encryption level
allowed for commercial use in the United States.

After customer orders are reviewed, they are entered into a separate program,
developed by American Micro Innovations of New Jersey, which then charges
customer credit cards, print order information, transmit order information
electronically to its distributors and deposit transaction information into its
accounting system. All credit card numbers, customer information and financial
and credit information are maintained behind appropriate firewalls.

PC Universe has developed a set of computer software applications for sending
automated broadcast e-mails to customers on a frequent basis. This software
extracts e-mail addresses from its mailing lists, sends e- mails to the
designated recipients and automatically services requests from customers to
remove them from the mailing list.

Competition

The personal computer products and services industry is constantly evolving and
certainly rapidly changing. Products and components are introduced on a daily
basis, and the average shelf life of any new product could be as short as three
months or as long as twelve months. The average life cycle of many computer
products is three years. Because of the extremely competitive nature of the
industry, companies such as IBM, Compaq, Hewlett-Packard, Dell, and Gateway, are
constantly trying to outdo each other in terms of price, product, and service.

No less competitive and ever changing is the component segment of the market
that supplies the major players listed above. For example, Intel and AMD are
engaged in a never-ending battle as to which company can produce the fastest
processor chip. This is typical for the entire component segment whether it is
CD ROMs, Floppy Drives, Sound and Video Cards, Modems, and Motherboards to name
a few.

Barriers to entry into its market include the following:

o Cost

Financial investment is necessary to purchase products along with the
credibility of the owners in obtaining lines of credit from distributors
and inventory finance company.

o Authorizations

Manufacturers require resellers to become factory authorized in sales and
service. Dealers are chosen to be eligible for authorizations based on
proximity to other authorized dealers, size and layout of business
location, minimum number of support staff and past experience in the
computer reseller field. This industry is a highly technical field to enter
without extensive knowledge.

The e-commerce market is new, rapidly evolving and intensely competitive. PC
Universe expects that competition will further intensify in the future. Barriers
to entry are limited, and many traditional retailers are beginning to launch
their own online operations. New technologies and the expansion of existing
technologies may also increase competitive pressures. It will compete with a
variety of online vendors who specialize in computer hardware and software
products. Moreover, all of the products it sell sin our online stores are
available through traditional and catalog retailers. Consequently, it must
compete with companies in the e-commerce market as well as the traditional
retail industry.

In the computer hardware, software, peripheral and clearance product markets,
its primary competitors include:

o Traditional computer retailers such as CompUSA and Microcenter

o Catalogue retailers such as CDW, Insight and PC Connection

o Online computer retailers such as Cyberian Outpost and Egghead.com

o Software and hardware manufacturers that market their products through
their own Web sites such as Apple Computer, Dell Computer and Gateway
2000

It also expects to experience significant competitive pressure if any of its
distributors were to initiate their own retail operations. Since its
distributors have access to merchandise at very low costs, they could sell
products at lower prices than it and maintain a higher gross margin on their
product sales than it is able to achieve. If this were to occur, its current and
potential customers may decide to purchase directly from these distributors,
which could reduce its market share.

PC Universe believes that the primary competitive factors in online retailing
include brand recognition, price, product selection, customer service,
value-added services and ease of use. Although PC Universe believes that it can
compete favorably with respect to these factors, several of its competitors may
have an advantage over it with respect to specific factors. In addition, many of
its current and potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing, technical, management and other resources than it does.

Intellectual Property

PC Universe regards the protection of its copyrights, service marks, trademarks,
trade secrets and other intellectual property rights as critical to its future
success. We rely on various intellectual property laws and contractual
restrictions to protect its proprietary rights in products and services. It has
acquired and registered many of its domain names with regulatory bodies in an
effort to protect these intellectual property rights. PC Universe has also
entered into confidentiality and invention assignment agreements with its
employees and contractors, and nondisclosure agreements with its suppliers and
strategic partners in order to limit access to and disclosure of its proprietary
information.

In addition, PC Universe is pursuing the registration of its key trademarks and
service marks in the U.S. and internationally, including PC Universe,
PCUniverse.com, PCU Direct and PCUDirect.com. However, effective intellectual
property protection may not be available in every country in which its services
may be made available in the future. There is also no guarantee that the
trademarks or service marks for which PC Universe has applied for registration
will offer adequate protection under applicable law.

Legal Proceedings

We are not currently a party to any material legal proceedings.

Employees

PC Universe currently has 21 employees in the following categories:

o Administration 5
o Sales 7
o Internet 3
o Service 6

There are no collective bargaining agreements and there are non-compete
agreements with certain sales staff.

In the future, it hopes to hire the following additional employees:
o Internet Division

One General Manager
One Programmer
Two Data Entry Clerks

o Corporate Sales

One General Manager
Three Corporate Account Representatives
Two Sales Assistants

o Service

One Service Administrator
One CNE Technician
Two in house A+ certified technicians

o Administration

One Senior Accountant
One Staff Accountant
One Purchasing Assistant
Two Shipping Clerks

Facilities

PC Universe's corporate headquarters are located at 2302 North Dixie Hwy, Boca
Raton, FL 33431. Telephone 561-447-0050 or 1-800-PC-Universe (728-6483). PC
Universe has been here since 1995 and currently leases about 4000 square feet on
a month-to-month basis. Its monthly rent is $3400. It went to month to month,
instead of renewing its lease, after it expired and it set into motion plans to
move to a new building currently under construction. The details of the new
lease are not final. The move should be within the next four to five months and
will bring together the corporate office and one of its satellite offices, which
is currently located at 3500 NW Boca Raton Blvd., Boca Raton, FL 33431. This
location is about 1000 square feet. The monthly rent of $800 and the lease is up
for renewal in February, 2001. Another satellite office is located at 600
Brickell Ave., Suite 301J in Miami, FL 33131. It is approximately 500 square
feet with a monthly rent of $650.00. This lease is up for renewal in September,
2000.

PC UNIVERSE MANAGEMENT

The names and ages of our executive officers and directors as of June 30, 2000
are as follows:
<TABLE>
<S> <C> <C>
----------------------------------- ---------- ----------------------------------------------
Name Age Position
----------------------------------- ---------- ----------------------------------------------
----------------------------------- ---------- ----------------------------------------------
Gary Stern 40 President/Director
----------------------------------- ---------- ----------------------------------------------
----------------------------------- ---------- ----------------------------------------------
Steven Zolotsky 38 Vice President/Director
----------------------------------- ---------- ----------------------------------------------
----------------------------------- ---------- ----------------------------------------------
Thomas Livia 30 Secretary/ Treasurer/Director
----------------------------------- ---------- ----------------------------------------------
----------------------------------- ---------- ----------------------------------------------
Robbie Macdonald 28 Operations Manager
</TABLE>

<TABLE>
<S> <C> <C>
----------------------------------- ---------- ----------------------------------------------
----------------------------------- ---------- ----------------------------------------------
Anthony McPherson 43 Controller
----------------------------------- ---------- ----------------------------------------------
----------------------------------- ---------- ----------------------------------------------
Joshua Spranger 40 Service Manager
----------------------------------- ---------- ----------------------------------------------
</TABLE>

Gary Stern - Mr. Stern was one of the founders of PC Universe in November
1995. He currently serves as President. From July 1991 to

----------

October 1995 Mr. Stern held the position of Vice President of Innovation
Computers. From January 1988 to June 1991 Mr. Stern was a National Account Sales
Manager with Epson America. Mr. Stern has a BS degree in Management Information
Services from the University of Massachusetts at Lowell.

Steven Zolotsky - Mr. Zolotsky was one of the founders of PC Universe in
November of 1995. He serves as Vice President and Director.

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

From July 1990 to October 1995, Mr. Zolotsky held various positions with
Innovation Computers in Boca Raton, Florida, with his final year as General
Manager. From April 1985 to June 1990, Mr. Zolotsky was a sales manager with
Barney's Electronics in New York, New York.

Thomas Livia - Mr. Livia was one of the founders of PC Universe in November
of 1995 and serves as Secretary and Treasurer. From April

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

1993 to September 1995, Mr. Livia was a corporate sales representative with
Innovation Computers. Mr. Livia has a degree in Economics from the State
University of New York at Stonybrook.

Robbie Macdonald - Mr. Macdonald joined PC Universe in January 1996 as
Purchasing Manager. In January 1998 Mr. Macdonald was promoted

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

to his current position of Operations Manager. From December 1993 to
January 1996 Mr. Macdonald was a purchasing agent for Innovation Computers in
Boca Raton Florida. Serving as Purchasing Manager for his last two years there.

Anthony McPherson - Mr. McPherson joined PC Universe in August, 1997 in his
current position as Controller. From January 1995 to

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

August 1997 Mr. McPherson was General Manager of Finance with J. Wray &
Nephew Ltd. - Agricultural Division. From September, 1993 to December, 1994 Mr.
McPherson was Executive Director with Neal & Massy Group Jamaica Ltd.. From
February 1986 to August 1993 Mr. McPherson was Chief Financial Officer with
Guardsman Group Ltd.. From July 1983 to January 1986 Mr. McPherson was Assistant
Audit Manager at KPMG Peat Marwick.

Joshua Spranger - Mr. Spranger joined PC Universe in January 1996 as
Service Manager and Chief Technician. From November 1992 to

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

December 1996, Mr. Spranger was Service Manager with Innovation Computers.
Mr. Spranger has a degree in Computer Science/Computer Engineering from the
University of Nevada, Las Vegas. Mr. Spranger has the following certifications:
Microsoft certified network engineer(Microsoft), Master Certified Netware
Engineer(Novell), Accredited Systems Engineer(Compaq), Certified Cisco Network
Associate(Cisco), Accredited Computer Engineer(SCO/Unix), and Certified Citrix
Engineer(Citrix)

<PAGE>

Board Composition

Directors serve for the a 1 year term

Our Bylaws currently provide for a Board of Directors comprised of no less than
1 and no more than 5 directors.

Executive Compensation

The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to PC Universe in all capacities during the period ended
December 31, 1999, by its chief executive officer and all other executive
officers.

Name Year Salary S-Corporation Distribution
-------------------------------------------------------------------------------
Gary Stern 1999 $81,600.00 $32,835.00
President
Steven Zolotsky 1999 $64,000.00 $32,835.00
Vice President
Thomas Livia 1999 $64,000.00 $32,835.00
Secretary/Treasurer

We have no employment agreement with or key person insurance on any of our
officers or directors.

We have no compensation committee or other board committee performing
equivalent functions. Mr. Stern, our current President, Mr. Zolotsky, our Vice
President and Thomas Livia, Secretary and Treasurer participated in
deliberations of our board of directors concerning executive officer
compensation.

Board Compensation

Our directors do not receive cash compensation for their services as directors,
although some directors are reimbursed for reasonable expenses incurred in
attending board or committee meetings.

RELATED PARTY TRANSACTIONS WITH DIRECTORS, OFFICERS AND 5% STOCKHOLDERS

On April 1, 2000, PC Universe loaned Director Gary Stern $18,000. The loan is to
be repaid in full 36 months from the date of the loan, or on the date of Mr.
Stern's termination, whichever is the shorter. There is a monthly minimum
payment of $500, or payment in full upon termination, at an interest rate of 1%
if the loan is repaid within the 36 months. If the loan is not repaid within 36
months, the interest rates rises to the current prime interest rate, plus 2%.

As PC Universe had been a subchapter S corporation during the period, PC
Universe made $1,925,000 aggregate distributions to officers and directors who
are also stockholders for the two years ending 1998 and 1999.

PRINCIPAL STOCKHOLDERS

The following table sets forth ownership of our Common Stock as of June 30, 2000
by

o Each shareholder known by us to own beneficially more than 5% of the common
stock
o Each executive officer
o Each director and all directors and executive officers as a group:

<TABLE>
<S> <C> <C> <C> <C>
------------------------------------------ ----------------------------- ---------------------- ---------------------
Name Number of Shares Percentage before Percentage after
---- ---------------- ------------------ -----------------
merger merger
------ ------
------------------------------------------ ----------------------------- ---------------------- ---------------------
------------------------------------------ ----------------------------- ---------------------- ---------------------
Gary Stern 18% 17%
9808 Palma Vista Way
Boca Raton, FL 33428 1,517,000
------------------------------------------ ----------------------------- ---------------------- ---------------------
------------------------------------------ ----------------------------- ---------------------- ---------------------
Steven Zolotsky
20184 Palm Island Drive
Boca Raton, FL 33498 1,537,000 18% 17%
------------------------------------------ ----------------------------- ---------------------- ---------------------
------------------------------------------ ----------------------------- ---------------------- ---------------------
Thomas M. Livia
9605 Parkview Ave.
Boca Raton, FL 33428 1,533,000 18% 17%
------------------------------------------ ----------------------------- ---------------------- ---------------------
------------------------------------------ ----------------------------- ---------------------- ---------------------
All directors and named executive 4,587,000 54% 51%
officers as a group (3 persons)
------------------------------------------ ----------------------------- ---------------------- ---------------------
</TABLE>
Of these shares, 4,147,000 are owned by the three executive officers and the
other 440,000 shares are owned by 16 family members. The executive officers
disclaim beneficial ownership of these 440,000 shares.

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
8,550,000 shares of Common Stock outstanding as of June 30, 2000 and 9,000,000
shares outstanding after the merger closes. The table assumes none of the
options are exercised by the selling stockholders.

DESCRIPTION OF PC UNIVERSE CAPITAL STOCK

<TABLE>
<S> <C> <C>
------------------------------------------------ ----------------------------------------------------
Authorized Capital Stock Shares Of Capital Stock Outstanding
------------------------------------------------ ----------------------------------------------------
------------------------------------------------ ----------------------------------------------------
100,000,000 8,550,000
------------------------------------------------ ----------------------------------------------------
------------------------------------------------ ----------------------------------------------------
10,000,000 none
------------------------------------------------ ----------------------------------------------------
</TABLE>
Common Stock

PC Universe is authorized to issue 100,000,000 shares of $.0001 par common
stock. As of June 30, 2000, there were 8,550,000 shares of common stock
outstanding held of record by 55 stockholders. There will be 9,000,000 shares of
common stock outstanding after giving effect to the issuance of the shares of
common stock under this prospectus.

The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The common stock
has no preemptive or conversion rights or other subscription rights. There are
no sinking fund provisions applicable to the common stock. The outstanding
shares of common stock are, and the shares of common stock to be issued upon
completion of this offering will be, fully paid and non-assessable.

Preferred Stock

PC Universe is authorized to issue 10,000,000 shares of preferred stock. There
are no shares of preferred stock outstanding. PC Universe currently has no plans
to issue any shares of preferred stock.

Options

There are two options for 75,000 shares each outstanding. These options will
remain outstanding after the merger closes. The options can be exercised as
follows:
<TABLE>
<S> <C> <C>
------------------------------------ ----------------------------------- ---------------------------------
When Number of Shares Price per Share
------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
First calendar month after first 75,000 $3.00
trade on Bulletin Board

------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
Second calendar month after first 50,000 $4.50
trade on Bulletin Board

------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
Third calendar month after first 25,000 $6.00
trade on Bulletin Board

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

In connection with its status as a subchapter S corporation, PC Universe made
$1,925,000 aggregate distributions to officers and directors who are also
stockholders for the two years ending 1998 and 1999.

PC Universe does not expect to make such dividends or distributions after the
closing of the merger and thereafter for the foreseeable future.

Transfer Agent And Registrar

PC Universe is the transfer agent and registrar for its common stock.

PC UNIVERSE SELLING STOCKHOLDERS

PC Universe has agreed to register 150,000 shares underlying options held by two
of our current stockholders for resale. PC Universe will not receive any of the
proceeds of their sales. Selling stockholders are free to sell at any price they
desire.

The following table sets forth the name of each selling shareholder and the
number of share owned prior to sale. None of the shareholders has ever held any
position or office with us.

NAME Number of Shares
- ---------- -----------------------
Lambo Investments, Ltd. 150,000
JB Brown, Ltd. 150,000
-------------------
TOTAL 300,000

FIRST IRVING STRATEGIC GROUP'S BUSINESS

History and Organization

We were organized as a corporation under the laws of the state of Florida in
September, 1999. Since inception, our primary activity has been directed to
organizational efforts. We were formed as a vehicle to acquire a private company
desiring to become an SEC reporting company in order thereafter to secure a
listing on the over the counter bulletin board. The company we have identified
and agreed to acquire is PC Universe.

Operations

We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing the merger with PC
Universe have been and will continue to be paid with money in our treasury or
loaned by management. This is based on an oral agreement between management and
us.

Employees

We presently have no employees. Our officer and director is engaged in business
activities outside of us. It is anticipated that management will devote the time
necessary each month to our affairs of until a successful business opportunity
has been acquired.

Selected Financial Data

The following information concerning our financial position and operations is as
of and for the period ended December 31, 1999.

---------------------------
Total assets $ 0
---------------------------
---------------------------
Total liabilities 0
---------------------------
---------------------------
Equity 0
---------------------------
---------------------------
Sales 0
---------------------------
---------------------------
Net loss 79
---------------------------
---------------------------
Net loss per share 0
---------------------------

Management Discussion And Analysis Or Plan Of Operation

We are a development stage entity, and have neither engaged in any operations
nor generated any revenues to date. We have no assets. Our expenses to date,
all funded by a loan from management, are $79. We have agreed to pay our
management's law firm a fee of $50,000 and our non-management director a salary
of $25,000, to be paid from the merger fee.

Substantially all of our expenses that must be funded by management have been
and will be from our efforts to identify a suitable acquisition candidate and
close the acquisition. Management has orally agreed to fund our cash
requirements until an acquisition is closed. So long as management does so, we
will have sufficient funds to satisfy our cash requirements. This is primarily
because we anticipate incurring no significant expenditures. Before the
conclusion of the acquisition of PC Universe, we our expenses have been and
will continue to be limited to accounting fees, legal fees, telephone, mailing,
filing fees, occupational license fees, and transfer agent fees.

We do not intend to seek additional financing. At this time we believe that the
funds to be provided by management will be sufficient for funding our operations
until we close the acquisition of PC Universe and therefore do not expect to
issue any additional securities before the closing of the acquisition of PC
Universe.

Properties

We are presently using the office of Michael T. Williams, 2503 W. Gardner
Ct., Tampa FL, at no cost. This arrangement is expected to continue only until a
business combination is closed, although there is currently no agreement between
us and Mr. Williams. We at present own no equipment, and do not intend to own
any.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of April 30, 2000 by

o Each shareholder known by us to own beneficially more than 5% of the common
stock o Each executive officer o Each director and all directors and executive
officers as a group:
<TABLE>
<S> <C> <C> <C> <C>
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
Name Number of Shares Percentage Number of Shares Percentage after
---- ----------------- ----------- ----------------- -----------------
Pre-Merger(1) before merger Post-Merger (2)(3) merger
------------- ------------- ------------------ ------
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
Michael T. Williams(1) 1,000,000 50% 225,000 2.5%
100 100%
2503 W. Gardner Ct.
Tampa FL 33611
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
Mr. Rob Rill 1,000,000 50% 225,000 2.5%
2950 S.W. Archer Road Suite C
Gainesville, Fl 32608
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
All directors and named 2,000,000 100% 450,000 5%
executive officers as a group (two
persons)
------------------------------------ ----------------------- ---------------- ------------------------ ------------------
</TABLE>

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
1,000,000 shares of Common Stock outstanding as of June 30, 2000.

(1) Includes 197,000 shares owned by the Williams Trust, with
beneficiaries as Tenants by the Entireties of Michael Williams and
Donna Williams, his wife. Under the terms of the trust, all sales
decisions will be made exclusively by the. Also includes 2,000
shares owned by Brandon Williams Revocable Trust. Brandon is the
son of Mr. and Mrs. Williams. They disclaim beneficial ownership
of these 2,000 shares. Excludes 26,000 shares owned in the
aggregate by 11 of Mr. and Mrs. Williams nieces and nephews,
current and to-be, and a trust related to a family property in
Vermont of which Mr.and Mrs. Williams are currently a beneficiary
and one employee of Mr. Williams' law firm. They disclaim
beneficial ownership of these 28,000 shares.

(2) In connection with the merger, we agreed to effect a reverse split
in which Mr. Williams' Trust will own 197,000 shares prior to the
closing of the merger. The shares held by other family and
employee shareholders are subject to anti-dilution provisions and
thus won't be affected by this reverse split. Mr. Rill's stock
will be subject to the same reverse split in that he will own
225,000 shares prior to the closing of the merger.

(3) Mr. Williams' Trust and Mr. Rill have each agreed to the following
option agreements for repurchase of their shares with First
Irving, which will survive the merger. The options are exercisable
as follows:
<TABLE>
<S> <C> <C>
------------------------------------ ----------------------------------- ---------------------------------
When Number of Shares Price per Share
------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
First calendar month after first 225,000 $1.00
trade on Bulletin Board

------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
Third calendar month after first 75,000 $2.00
trade on Bulletin Board

------------------------------------ ----------------------------------- ---------------------------------
</TABLE>
Any shares not purchased within these time periods will be retained by Mr.
Williams and Mr. Rill. After the merger, PC Universe is obligated to
exercise these options to the extent their existing options for 75,000
shares each are exercised on a 3 shares from Williams and Rill for every
one share acquired under the existing PC Universe options.

Mr. Williams and Mr. Rill may be deemed our founders, as that term is
defined under the securities act of 1933.

Directors and Executive Officers

The following table and subsequent discussion sets forth information about our
directors and executive officer, who will resign upon the closing of the PC
Universe merger. Our director s and executive officers were elected to their
positions in September, 1999.
<TABLE>
<S> <C> <C>
Name Age Title

Michael T. Williams 51 President, Treasurer and Director
Rob Rill 29 Director
</TABLE>
Since 1975 Mr. Williams has been in the practice of law, initially with the US
Securities and Exchange Commission until 1980, and since then in private
practice. He was also chief executive officer of Florida Community Cancer
Centers, Dunedin, FL from 1991-1995. He received a BA from the University of
Kansas and a JD from the University of Pennsylvania.

Mr. Robert A. Rill is the President/Director of both Strategic Funding Inc.
and Strategic Capital Advisors. He started both companies in late 1996 which
specializes in sub prime lending and consulting respectively. Since inception,
Strategic Funding Inc. has successfully loaned several million dollars in micro
cap loans to customers of a broad demographic and credit background. Mr. Rill
has successfully expanded the company into multiple cities which currently
include Gainesville, Jacksonville, and Newberry, Florida. Prior to this, Mr.
Rill was a finance manager for College Park Properties. Mr. Rill received an
M.B.A. from the University of Florida in May 1996 and a B.S.B.A. in finance in
December 1993.

Executive Compensation

The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to First Irving Strategic Group, Inc., in all capacities
during the period ended December 31, 1999, by its executive officer.

Summary Compensation Table
<TABLE>
<S> <C> <C>
Name and Principal Position Annual Compensation - 1999
--------------------------- --------------------------
Salary, $, Bonus, $, Number of Shares Underlying Options, #,
---------- --------- ------------
Michael T. Williams, President None None None
</TABLE>
Certain Relationships and Related Transactions

Upon formation, Mr. Williams and Mr. Rill, were issued 1,000,000 shares each. Of
the $75,000 merger fee to be paid to us by PC Universe under the terms of the
merger agreement, Mr. Rill will receive $25,000 for his role as director. The
remaining $50,000 will be paid to Williams Law Group for legal services in
preparing this registration statement.

In connection with the merger, First Irving Strategic Group agreed to effect a
reverse split so that Mr. Williams' Trust, including related family and
employees, and Mr. Rill will each own 225,000 shares prior to the closing of the
merger, subject to a repurchase option.

Legal Proceedings

We not a party to or aware of any pending or threatened lawsuits or other legal
actions.

Indemnification of Directors and Officer

Our directors are bound by the general standards for directors provisions in
Florida law. These provisions allow them in making decisions to consider any
factors as they deem relevant, including our long-term prospects and interests
and the social, economic, legal or other effects of any proposed action on the
employees, suppliers or our customers, the community in which the we operate and
the economy. Florida law limits our director's liability.

We have agreed to indemnify our directors, meaning that we will pay for damages
they incur for properly acting as directors. The SEC believes that this
indemnification may not be given for violations of the securities act of 1933.

In so far as indemnification for liabilities arising under the securities act
may be permitted to directors, officers or persons controlling the registrant
under the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission this indemnification is
against the public policy and is therefore, unenforceable.

Provisions With Possible Anti-Takeover Effects

Section 607.0902 of Florida law restricts the voting rights of certain shares of
a corporation's stock when those shares are acquired by a party who, by this
acquisition, would control at least one-fifth of all voting rights of the
corporation's issued and outstanding stock. The statute provides that the
acquired shares, the control shares, will, upon the acquisition, cease to have
any voting rights. The acquiring party may, however, petition the corporation to
have voting rights re-assigned to the control shares by way of an acquiring
person's statement submitted to the corporation in compliance with the
requirements of the statute. Upon receipt of the request, the corporation must
submit, for shareholder approval, the acquiring person's request to have voting
rights re-assigned to the control shares. Voting rights may be reassigned to the
control shares by a resolution of a majority of the corporation's shareholders
for each class and series of stock. If resolution is approved, and the voting
rights re-assigned to the control shares represent a majority of all voting
rights of the corporation's outstanding voting stock, then, unless the
corporation's articles of incorporation or Bylaws provide otherwise, all
shareholders of the corporation will be able to exercise dissenter's rights in
accordance with Florida law.

A corporation may, by amendment to its articles of incorporation or bylaws,
provide that, if the party acquiring the control shares does not submit an
acquiring person's statement in accordance with the statute, the corporation may
redeem the control shares at any time during the period ending 60 days after the
acquisition of control shares. If the acquiring party files an acquiring
person's statement, the control shares are not subject to redemption by the
corporation unless the shareholders, acting on the acquiring party's request,
deny full voting rights to the control shares.

The statute does not alter the voting rights of any stock of the corporation
acquired in any of the following manners:

o Under the laws of intestate succession or under a gift or testamentary
transfer

o Under the satisfaction of a pledge or other security interest created
in good faith and not for the purpose of circumventing the statute

o Under either a merger or merger if the corporation is a party to the
agreement or plan of exchange or merger

o Under any savings, employee stock ownership or other benefit plan of
the corporation

o Under an acquisition of shares specifically approved by the board of
directors of the corporation

DESCRIPTION OF FIRST IRVING STRATEGIC GROUP'S CAPITAL STOCK

<TABLE>
<S> <C>
------------------------------------------------ ----------------------------------------------------
Authorized Capital Stock Shares Of Capital Stock Outstanding
------------------------------------------------ ----------------------------------------------------
------------------------------------------------ ----------------------------------------------------
50,000,000 Common 2,000,000
------------------------------------------------ ----------------------------------------------------
------------------------------------------------ ----------------------------------------------------
20,000,000 Preferred none
------------------------------------------------ ----------------------------------------------------
</TABLE>
Common Stock

We are authorized to issue 50,000,000 shares of no par common stock. As of June
30, 2000, there were 2,000,000 shares of common stock outstanding held of record
by 15 stockholders. There will be *** shares of common stock outstanding after
giving effect to the issuance of the shares of common stock under this
prospectus.

Preferred Stock

We are authorized to issue 20,000,000 shares of preferred stock. There are no
shares of preferred stock outstanding. We currently have no plans to issue any
shares of preferred stock.

Dividends

We have never paid any dividends and do not expect to do so after the closing of
the merger and thereafter for the foreseeable future.

Transfer Agent And Registrar

We are the transfer agent and registrar for our common stock.

COMPARISON OF RIGHTS OF FIRST IRVING STRATEGIC GROUP STOCKHOLDERS AND PC
UNIVERSE SHAREHOLDERS

Because First Irving Strategic Group has changed its articles and bylaws to be
the same as those of PC Universe, the rights of shareholders of PC Universe will
not change as a result of the merger.

AVAILABLE INFORMATION

Neither PC Universe nor First Irving Strategic Group is subject to the reporting
requirements of the Exchange Act and the rules and regulations promulgated
thereunder, and, therefore, do not file reports, information statements or other
information with the Commission. First Irving Strategic Group has filed with the
Commission a registration statement on Form S-4 under the Securities Act. This
prospectus constitutes the prospectus of First Irving Strategic Group that is
filed as part of the Registration Statement in accordance with the rules and
regulations of the Commission. Copies of the registration statement, including
the exhibits to the Registration Statement and other material that is not
included herein, may be inspected, without charge, at the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, and may be available at the following Regional Offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048.
Copies of these materials may be obtained at prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Information on the operation of the Public Reference Room
may be obtained by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, information and information statements and other information
regarding registrants that file electronically with the Commission.

EXPERTS

Audited financial statements of First Irving Strategic Group, Inc. have not been
filed as this transaction is treated as an acquisition of First Irving by PC
Universe and the acquisition is immaterial for financial statement purposes. The
Financial Statements of PC Universe, Inc. as of April 30,2000 and for the period
ended also included in this prospectus and elsewhere in the Registration
Statement have been included herein in reliance on the report of Grassano
Accounting P.A., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares of First Irving Strategic Group common stock being
offered by this prospectus and certain federal income tax matters related to the
exchange are being passed upon for First Irving Strategic Group by Williams Law
Group, P.A., Tampa, FL. Mr. Williams is the sole officer and director of and
owns 1,000,000 shares pre merger and 197,000 shares post merger of the stock of
First Irving Strategic Group.
<PAGE>

PC UNIVERSE, INC.

FINANCIAL STATEMENTS

JUNE 30, 2000 AND 1999 AND DECEMBER 31, 1999 AND 1998

<PAGE>

PC UNIVERSE, INC.

INDEX TO FINANCIAL STATEMENTS

PAGE

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1

FINANCIAL STATEMENTS

Balance Sheets 2-3

Income Statements 4

Statements of Stockholders' Equity 5

Statements of Cash Flows 6

Notes to Financial Statements 7-10

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
PC Universe, Inc.
Boca Raton, Florida

We have audited the accompanying balance sheets of PC Universe, Inc. (the
Company) as of December 31, 1999 and December 31, 1998, and the related
statements of income, stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of PC Universe, Inc. at December
31, 1999 and 1998, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.

We also have reviewed the accompanying balance sheets of PC Universe, Inc. as of
June 30, 2000 and 1999 and the related statements of income, stockholders'
equity, and cash flows for the six months then ended. All information included
in these financial statements is the responsibility of the management of PC
Universe, Inc.

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

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

Boca Raton, Florida
June 9, 2000 - Audits
August 30, 2000 - Reviews

<TABLE>
<CAPTION> ASSETS
June 30 December 31
2000 1999 1999 1998
Unaudited) (Unaudited)
-------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ 24,564 $ $ 199,888 $ 724,139
Accounts Receivable 1,020,319 999,079 849,660 719,126
Inventory 237,024 222,356 238,471 129,918
Prepaid Expenses and Advances 6,315 8,232 16,207 2,427
Due from Officers 18,633
------------- ------------- ----------- -----------

TOTAL CURRENT ASSETS 1,306,855 1,229,667 1,304,226 1,575,610
------------- ------------- ----------- -----------

PROPERTY AND EQUIPMENT
Computer Equipment and Software 90,669 78,304 90,668 77,754
Website 47,747
Furniture and Office Equipment 32,192 29,258 30,292 29,259
Vehicle 6,304 6,304 6,304 6,304
Leasehold Improvements 4,858 4,273 4,858 4,273
------------ ------------ ----------- -----------
181,770 118,139 132,122 117,590

Less: Accumulated Depreciation 95,524 71,111 84,278 59,125
------------ ----------- ----------- ------------

NET PROPERTY AND EQUIPMENT 86,246 47,028 47,844 58,465
------------- ------------ ----------- -----------

OTHER ASSETS
Organization Costs (Less: Accumulated
Amortization of $26,892 and $21,026 at
June 30, 2000 and 1999, $23,959 and
$18,092 at Dec. 31, 1999 and 1998) 2,442 8,309 5,375 11,242
Security Deposits 86,337 87,110 87,411 86,360
----------- ---------- ----------- -----------
TOTAL OTHER ASSETS 88,779 95,419 92,786 97,602
----------- ---------- ----------- -----------

TOTAL ASSETS $ 1,481,880 $ 1,372,114 $ 1,444,856 $ 1,731,677
============ =========== =========== ===========

LIABILITIES & STOCKHOLDERS' EQUITY

June 30 December 31
2000 1999
(Unaudited) (Unaudited) 1999 1998
-------------- ------------- ----------- -------------

CURRENT LIABILITIES
Accounts Payable $ 377,431 $ 319,893 $ 234,090 $ 337,112
Note Payable-Line of Credit 651,708 629,821 823,556 482,114
Accrued Expenses 90,634 22,905 42,280 27,807
Customer Deposits 12,966 35,830 55,249 82,771
--------------- ------------ ----------- ------------

TOTAL CURRENT LIABILITIES 1,132,739 1,008,449 1,155,175 929,804
--------------- ------------ ----------- ------------

STOCKHOLDERS' EQUITY
Common Stock, $0.0001 Par Value,
100,000,000 Shares Authorized,
8,550,000 Shares Issued and
Outstanding for 2000; $1 Par Value,
7,500 Shares Authorized, 400 Shares
Issued, 300 Shares Outstanding
for 1999 and 1998 855 400 400 400
Additional Paid in Capital 410,145 199,600 199,600 199,600
Stock Subscriptions Receivable (300,000)
Treasury Stock 89,000) (89,000) (89,000)
Retained Earnings 238,141 252,665 178,681 690,873
--------------- ----------- ----------- -----------

TOTAL STOCKHOLDERS' EQUITY 349,141 363,665 289,681 801,873
--------------- ----------- ----------- -----------

TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 1,481,880 $ 1,372,114 $ 1,444,856 $ 1,731,677
=============== =========== =========== ===========
</TABLE>
<PAGE>

For the 6 Mths Ended For the Years Ended
June 30 December 31
2000 1999
(Unaudited) (Unaudited) 1999 1998
-------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
SALES $ 4,880,636 $ 4,702,231 $ 8,870,654 $ 9,755,167

COST OF SALES 4,172,311 4,130,223 7,734,912 7,362,705
-------------------- ------------------- ------------------- -------------------

GROSS PROFIT 708,325 572,008 1,135,742 2,392,462
-------------------- ------------------- ------------------- -------------------

OPERATING EXPENSES
Selling 87,545 89,308 195,993 546,069
General 509,324 501,538 962,668 1,356,372
Administrative 35,836 32,846 65,925 183,491
-------------------- ------------------- ------------------- -------------------

TOTAL OPERATING
EXPENSES 632,705 623,692 1,224,586 2,085,932
-------------------- ------------------- ------------------- -------------------

INCOME (LOSS) FROM
OPERATIONS 75,620 (51,684) (88,844) 306,530
-------------------- ------------------- ------------------- -------------------

OTHER INCOME AND EXPENSE
Miscellaneous Income 33,320 149,519 128,631 1,791,473
Interest Income 62
Interest Expense (17,480) (11,043) (26,979)
-------------------- ------------------- ------------------- -------------------

TOTAL OTHER
INCOME (EXPENSE) 15,840 138,476 101,652 1,791,535
-------------------- ------------------- ------------------- -------------------

NET INCOME BEFORE
PROVISION FOR INCOME
TAXES 91,460 86,792 12,808 2,098,065

PROVISION FOR
INCOME TAXES 32,000
-------------------- ------------------- ------------------- -------------------

NET INCOME $ 59,460 $ 86,792 $ 12,808 $ 2,098,065
==================== =================== =================== ===================
</TABLE>

Number of Additional Stock
Shares Common Paid In Subscriptions Treasury
Common Stock Capital Receivable Stock
--------------- ------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>

Balance at Dec. 31, 1997 400 $ 400 $ 199,600 $ (89,000)

Distributions to stockholders

Net Income
--------------- ------------- -------------- ---------------- ----------------

Balance at Dec. 31, 1998 400 400 199,600 (89,000)
Distributions to stockholders

Net Income
--------------- ------------- -------------- ---------------- ----------------

Balance at Dec. 31, 1999 400 400 199,600 (89,000)

Retired treasury stock (100) (100) (88,900) 89,000

15,800 to 1 stock split and
change par value to
$0.0001 4,739,700 174 (174)

Sale of 2,520,000 shares
of common stock 2,520,000 252 299,748 (300,000)

Issuance of 1,290,000
shares of common stock
to merger consultant 1,290,000 129 (129)

Net Income (Unaudited)
--------------- ------------- -------------- ---------------- ----------------
Balance at June 30, 2000
(Unaudited) 8,550,000 $ 855 $ 410,145 $ (300,000) $
=============== ============= ============== ================ ================

Retained Total
Earnings Stockholders'
(Accumulated Equity
(Deficit) (Deficit)
---------------- ----------------

$ (6,192) $ 104,808

(1,401,000) (1,401,000)

2,098,065 2,098,065

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

690,873 801,873

(525,000) (525,000)

12,808 12,808

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

178,681 289,681

59,460 59,460

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

$ 238,141 $ 349,141

================ ================
</TABLE>

For the 6 Mths Ended For the Years Ended

June 30 December 31
2000 1999
(Unaudited) (Unaudited) 1999 1998
-------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income $ 91,460 $ 86,792 $ 12,808 $ 2,098,065
Adjustments to Reconcile Net Income
to Net Cash Provided by (Used in)
Operating Activities
Depreciation and Amortization 14,179 14,919 31,020 31,184
Increase in Accounts Receivable (170,659) (279,953) (130,534) (302,246)
Decrease (Increase) in Inventory 1,447 (92,438) (108,553) 234,938
Decrease (Increase) in Prepaid
Expenses and Advances 9,892 (5,805) (13,780) 16,337
Decrease (Increase) in Security Deposits 1,074 (750) (1,051) (68,654)
Increase (Decrease) in
Accounts Payable 143,341 (17,219) (103,022) (329,870)
Increase (Decrease) in Accrued
Expenses 16,354 (4,902) 14,473 15,971
Decrease in Customer Deposits (42,283) (46,941) (27,522) (32,221)
-------------- --------------- ---------------- ---------------

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 64,805 (346,297) (326,161) 1,663,504
--------------- --------------- ----------------- ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Loan Advances to Officers (18,633)
Purchases of Property and Equipment (49,648) (549) (14,532) (28,477)
---------------- -------------- ---------------- ----------------

NET CASH USED IN
INVESTING ACTIVITIES (68,281) (549) (14,532) (28,477)
---------------- --------------- ---------------- ----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from (payments on) Note
Payable-Line of Credit, net (171,848) 147,707 341,442 482,114
Distributions to Stockholders (525,000) (525,000) (1,401,000)
---------------- ---------------- ---------------- ---------------

NET CASH USED IN
FINANCING ACTIVITIES (171,848) (377,293) (183,558) (918,886)
---------------- ---------------- ----------------- --------------

NET INCREASE (DECREASE) IN CASH (175,324) (724,139) (524,251) 716,141

CASH, BEGINNING OF PERIOD 199,888 724,139 724,139 7,998
---------------- -------------- ------------------ --------------

CASH, END OF PERIOD $ 24,564 $ - $ 199,888 $ 724,139
================ =============== ================== ==============

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ 17,480 $ 11,043 $ 26,979 $ -
================ ================ ================= ==============
Income Taxes $ - $ - $ - $ -

================ ================ ================= ==============
</TABLE>
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
On November 20, 1995, PC Universe, Inc. (the "Company") was
incorporated under the laws of Florida, to be a reseller of computers,
software and related equipment to business and individuals via mail
order, direct selling and the internet. The Company eliminated mail
order during 1998 to concentrate on corporate sales.

Accounts Receivable
All accounts receivable are due from unaffiliated third parties. The
Company considers all accounts receivable to be fully collectible;
accordingly, no allowance for doubtful accounts is required. If amounts
become uncollectible, they will be charged to operations when that
determination is made.

Inventory
Inventory is stated at the lower of cost or market, using the first-in,
first-out (FIFO) method and consists of computers and related software
and equipment.

Property, Equipment and Depreciation
Property additions, major renewals and betterments are included in the
assets accounts at cost. Maintenance, repairs and minor renewals are
charged to earnings when incurred.

Depreciation is computed using the modified accelerated cost recovery
system over the estimated useful lives of the assets. Although this
method is not a generally accepted accounting principle, the difference
between it and any other acceptable method is immaterial to the current
financial statements. The new website is being depreciated over three
years using the straight line method.

Long-Lived Assets
The Company periodically reviews the values assigned to long-lived
assets, such as property and equipment and acquired customer bases, to
determine whether any impairments are other than temporary. Management
believes that the long-lived assets in the accompanying balance sheets
are appropriately valued.

Revenue Recognition
Revenue from sales is recognized in the period in which the products
are shipped and invoiced to the customer. Sales are final upon the
shipment of the goods to customers. Customers consist of the general
public with emphasis on sales to businesses and other organizations.

Advertising
Costs associated with advertising are expensed in the year incurred.
Advertising expenses were $35,701, $36,130, $85,530 and $396,188 for
the six months ending on June 30, 2000 and 1999 and for the years
ending on December 31, 1999 and 1998, respectively. In 2000 and 1999,
the advertising was mainly through the radio, while print media was
mostly used in 1998.

Income Taxes
The Company was incorporated on November 20, 1995 as a Subchapter C
Corporation for Federal income tax purposes. On January 1, 1997, the
Company elected to be treated as an S Corporation with the Company's
net earnings taxed directly to the Shareholders under Section 1361 of
the Internal Revenue Code. Accordingly, no provision is required for
Federal income taxes for the periods ended December 31 and June 30,
1999 and December 31, 1998.

As a result of the issuance of common stock to some corporations on
June 30, 2000 (see Note 5), the Company's Sub S election has
automatically terminated. Consequently, as of June 30, 2000, the
Company is again a Subchapter C Corporation and provisions for Federal
and State income taxes are required for the six months ended on that
date; however, there are no timing differences.

Recent Accounting Pronouncements
In the periods reported, the Company was subject to the provisions of
Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income" and Statement of Financial Accounting
Standards No. 131 ("SFAS 131"), "Disclosures about Segments of an
Enterprise and Related Information." Neither statement had any impact
on the Company's financial statements as the Company does not have any
"comprehensive income" type earnings (losses) and its financial
statements reflect how the "key operating decisions maker" views the
business. The Company will continue to review these statements over
time, in particular SFAS 131, to determine if any additional
disclosures are necessary based on evolving circumstances.

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

Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximated fair
value because of the immediate or short-term maturity of these
instruments.

NOTE 2 - MERGER AGREEMENT

On June 30, 2000, the Company entered into a merger agreement with
First Irving Strategic Group, Inc. ("First"), a Florida corporation. As
a result of the merger, each outstanding share of the Company's common
stock, other than dissenting shares, will be exchanged for one share of
First's common stock. When the merger closes, First will change its
name to PC Universe, Inc. and will be the surviving corporation. The
new company will then file to have its stock quoted on the OTC Bulletin
Board.

NOTE 3 - DUE FROM OFFICERS

During the six months ending June 30, 2000, an officer was advanced
$18,633. The officer plans to repay this advance within the next
several months, and no interest will be accrued.

NOTE 4 - REVOLVING LINE OF CREDIT

On July 29, 1997, the Company entered into an agreement with a
commercial finance company in which the finance company would pay
manufacturers for computers and computer accessories to be sold by PC
Universe, Inc. This revolving line of credit or "floor plan" has a
limit of $1,000,000, accrues interest at the average of the prime rates
listed in the Wall Street Journal, and is secured by the Company's
accounts receivable and inventory. The finance charges totaled $15,445
and $9,367 in the six months ending June 30, 2000 and 1999,
respectively, $23,349 in the year ending December 31, 1999, and $-0- in
1998. The balances, represented in note payable-line of credit, were
$651,708 and $629,821 at June 30, 2000 and 1999, respectively; and
$823,556 and $482,114 at December 31, 1999 and 1998, respectively.

NOTE 5 - STOCK TRANSACTIONS

Common Stock
On June 30, 2000, the following actions were taken by the Company. The
Company retired its 100 shares of treasury stock. The authorized shares
of common stock was increased from 7,500 to 100,000,000 and the par
value was decreased from $1 to $0.0001. The Company authorized a 15,800
to 1 stock split. The Company approved the sale of 315,000 shares of
common stock for $37,500 to each of eight companies, resulting in total
stock subscriptions receivable of $300,000, due within sixty days after
the stock begins trading. The Company issued 1,290,000 to
representatives of a merger consultant.

Preferred
On June 30, 2000, the company authorized 10,000,000 shares of $0.001
par value, non-voting preferred stock, of which none had been issued as
of June 30, 2000.
<PAGE>
NOTE 6 - PROVISION FOR INCOME TAXES

The provision for income taxes consists of the following for the six
months ended June 30:

NOTE 7 - BENEFIT PLANS

The Company has a profit sharing and savings plan that allows for
discretionary employer contributions to be made. The Company
contributions for the profit sharing and savings plan were $-0- for all
the periods covered by these financial statements.

NOTE 8 - CONCENTRATION OF CASH

The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not
experienced any losses in such accounts. The Company believes it is not
exposed to any significant credit risk on cash.

NOTE 9 - LEASE COMMITMENTS

The Company presently rents three offices: the Boca Raton headquarters,
service facility and warehouse; the Boca Raton sales office; and the
Miami sales office. The original leases for the Boca Raton headquarters
office and the Miami office have expired and are on a monthly basis.
The Boca Raton sales office lease expires on August 31, 2000 and has
remaining payments of $1,685. The Company plans to consolidate the Boca
Raton offices into one location later in the year; however,
negotiations for the new space had not been concluded as of the date of
this report.

First Irving Strategic Group, Inc.

PROSPECTUS

Table of Contents
<TABLE>
<S> <C>
SUMMARY................................................................................................4
-------
RISK FACTORS...........................................................................................7
------------
MERGER APPROVALS......................................................................................13
----------------
MERGER TRANSACTION....................................................................................13
------------------
PC UNIVERSE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....20
-------------------------------------------------------------------------------------------------
PC UNIVERSE BUSINESS..................................................................................22
--------------------
PC UNIVERSE MANAGEMENT................................................................................35
----------------------
RELATED PARTY TRANSACTIONS WITH DIRECTORS, OFFICERS AND 5% STOCKHOLDERS...............................37
-----------------------------------------------------------------------
PRINCIPAL STOCKHOLDERS................................................................................38
----------------------
DESCRIPTION OF PC UNIVERSE CAPITAL STOCK..............................................................38
----------------------------------------
PC UNIVERSE SELLING STOCKHOLDERS......................................................................39
--------------------------------
FIRST IRVING STRATEGIC GROUP'S BUSINESS...............................................................39
---------------------------------------
DESCRIPTION OF FIRST IRVING STRATEGIC GROUP'S CAPITAL STOCK...........................................44
-----------------------------------------------------------
COMPARISON OF RIGHTS OF FIRST IRVING STRATEGIC GROUP STOCKHOLDERS AND PC UNIVERSE SHAREHOLDERS........45
----------------------------------------------------------------------------------------------
AVAILABLE INFORMATION.................................................................................45
---------------------
EXPERTS...............................................................................................45
-------
LEGAL MATTERS.........................................................................................46
-------------
</TABLE>

Dealer prospectus delivery obligation

Until , all dealers that effect transactions in these securities, whether or not
participating in this offering, are required to deliver a prospectus.

_______, 2000

<PAGE>

PART II

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as the Company, shall have the power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with the proceeding,
including any appeal thereof, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Section 607.0850(2) of the FBCA provides that a Florida corporation
shall have the power to indemnify any person, who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of the
proceeding, including any appeal thereof. This indemnification shall be
authorized if the person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue, or matter as to which person shall have been adjudged to be
liable unless, and only to the extent that, the court in which the proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses which the court shall deem proper.

Section 607.850 of the FBCA further provides that: (i) to the extent
that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any proceeding referred to in
subsection (1) or subsection (2), or in defense of any proceeding referred to in
subsection (1) or subsection (2), or in defense of any claim, issue, or matter
therein, he shall be indemnified against expense actually and reasonably
incurred by him in connection therewith; (ii) indemnification provided pursuant
to Section 607.0850 is not exclusive; and (iii) the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any capacity or arising
out of his status as such whether or not the corporation would have the power to
indemnify him against liabilities under Section 607.0850.

Notwithstanding the foregoing, Section 607.0850 of the FBCA provides
that indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding unlawful
distributions are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.

Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless: (i) the director breached
or failed to perform his duties as a director; and (ii) the director's breach
of, or failure to perform, those duties constitutes: (A) a violation of criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (C) a circumstance under which the liability provisions
regarding unlawful distributions are applicable; (D) in a proceeding by or in
the right of the corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (E) in a proceeding by or in the right of
someone other than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.

Articles and Bylaws. The Company's Articles of Incorporation and the
Company's Bylaws provide that the Company shall, to the fullest extent permitted
by law, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.

Item 2

1 Agreement and Plan of Merger and Reorganization *

Item 3

1 Articles of Incorporation of the Registrant.(1)
2 Bylaws of the Registrant (1)
3 Amended and Restated Articles of Incorporation of Registrant, to be
effective after consummation of the proposed Merger.
4. Amended and Restated Bylaws of the Registrant, to be effective after
consummation of the proposed Merger.

Item 4

1 Form of Common Stock Certificate of the Registrant.(1)

Item 5

1 Legal Opinion of Williams Law Group, P.A.

Item 8

1 Tax Opinion of Williams Law Group, P.A.

Item 10

1. Contracts with Ingram Micro
2. Financing documents with Finova Capital
3. Promissory note from Gary Stern

Item 23

1. Consent of Grassano Accounting P.A.
2. Consent of WILLIAMS LAW GROUP, P.A. (to be included in Exhibits 5.1
and 8.1).

All other Exhibits called for by Rule 601 of Regulation S-1 are not
applicable to this filing.

Information pertaining to our Common Stock is contained in our Articles of
Incorporation and By-Laws.

ITEM 22. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
this indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
the liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by the
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether the indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
this issue.

The undersigned Registrant hereby undertakes to:

1.File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

i. Include any prospectus required by section 10(a)(3) of the
Securities Act;

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

iii. Include any additional or changed material information on the plan
of distribution.

2.For determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.

3.File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Ex. 23.1

Grassano Accounting, P.A.
900 North Federal Highway
Suite 160
Boca Raton, FL33432-2081
561.395.0330.
561.395.2081

October13, 2000

First Irving Strategic Group, Inc.
2503 W. Gardner Ct.
Tampa, FL 33611

RE: Consent to include audit report in Form S-4

Gentlemen:

We consent to the inclusion of our Independent Auditors' Report dated June
9, 2000, covering the financial statements of PC Universe for the years
ending December 31, 1999 and 98, in the upcoming filing of Form S-4, for
First Irving Strategic Group, Inc.

Yours truly,

/s/ N. Richard Grassano
N. Richard Grassano, Prinicipal
Grassano Accounting, P.A.
Boca Raton, FL

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of , State of , on .

First Irving Strategic Group, INC.

By: /s/ MICHAEL T. WILLIAMS.

------------------------------------
President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>

-------------------------------------------- ----------------------------------------- ------------------------------------------
SIGNATURE TITLE DATE
-------------------------------------------- ----------------------------------------- ------------------------------------------
-------------------------------------------- ----------------------------------------- ------------------------------------------
Director
-------------------------------------------- ----------------------------------------- ------------------------------------------
-------------------------------------------- ----------------------------------------- ------------------------------------------
Print Name: Rob Rill
-------------------------------------------- ----------------------------------------- ------------------------------------------
-------------------------------------------- ----------------------------------------- ------------------------------------------
President, Treasurer and Director
-------------------------------------------- ----------------------------------------- ------------------------------------------
-------------------------------------------- ----------------------------------------- ------------------------------------------
Print Name: Michael T. Williams
-------------------------------------------- ----------------------------------------- ------------------------------------------
</TABLE>