FIRST IRVING STRATEGIC GROUP INC, S-4/A, 2001-01-18

FIRST IRVING STRATEGIC GROUP INC
S-4/A, 2001-01-18
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 16, 2001

REGISTRATION NO. 333-48000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 19332
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First Irving Strategic Group, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
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Florida 6770 Applied For
<S> <C> <C>
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State or other jurisdiction of PRIMARY STANDARD INDUSTRIAL I.R.S. Employer Identification No.
incorporation or organization CLASSIFICATION CODE NUMBER
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</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,

1
<PAGE>

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the securities act, check the following box and list the securities act
registration statement number of the earlier effective registration statement
for the same offering. *[ ] *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 * * $100
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).

------------------------
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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2
<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. First Irving
Strategic Group is a private company with no assets or operations originally
formed to acquire a private company such as PC Universe that had made a decision
to go public and secure a listing on the over the counter bulletin board through
a reverse merger with a shell company. PC Universe goal was to go public through
that process and only through that process, a decision it had made before it
contacted First Irving Strategic Group.

In assisting PC Universe to reach this goal, First Irving Strategic Group
had to structure a transaction to meet two separate requirements. The first
was that the board of PC Universe, exercising its legal right under Florida
state law, required that the transaction be structured as a reverse merger with
a shell. The second is the NASD's requirement that the transaction must involve
the filing of a 1933 Act or 1934 Act registration statement in order for PC
Universe to secure a listing on the over the counter bulletin board. The merger
satisfies PC Universe' requirement concerning the way the company will go
public. But the merger has nothing to do with meeting the NASD's requirement for
securing a listing on the over the counter bulletin board, which is PC Universe'
ultimate goal in the transaction. This registration statement, not the merger,
satisfies the NASD listing requirement.

There is no current market for the securities of First Irving. It is anticipated
that a market maker will file to secure for the surviving company a listing on
the over-the-counter bulletin board after this registration statement is
declared effective.

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.

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>
<CAPTION>
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<S> <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%
--------------------- ------------------------------- ------------------------------ ---------------------
</TABLE>
The numbers in the table above assume that no options are exercised. The 5% of
shares retained by the current shareholders of First Irving Strategic Group were
issued upon formation at no par value for no consideration. First Irving
Strategic Group will receive a merger fee of $75,000 from PC Universe.

Officers, directors and affiliates of First Irving and PC Universe own a
majority of the issued and outstanding stock of each company. Shareholders of PC
Universe should be aware that:

o There will be no stockholders' meeting.
o This prospectus will be used to solicit proxies or written consents
of shareholders of either First Irving Strategic Group or PC Universe
stockholders.
o Dissenters' rights of appraisal exist and are more fully described on
page __.
o There is no material interest, direct or indirect, by security holdings
or otherwise, of affiliates of PC Universe in the proposed merger.
Shareholders of First Irving Strategic Group will retain shares in the
surviving company and receive directors' fees and legal fees paid from
the merger fee.

3
<PAGE>

The merger presents 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 this prospectus is first being sent to stockholders of PC Universe is
, 2001.

4
<PAGE>

SUMMARY

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

The merger agreement is filed as an exhibit to and is incorporated by reference
into this registration statement. Accordingly, the prospectus incorporates
important business and financial information about the transaction that is not
included in or delivered with the prospectus. This information is available
without charge to security holders upon written or oral request, as follows:

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

To obtain timely delivery, security holders must request the information no
later than five business days before the date they must make their investment
decision. This date is no more than 5 days after the date of this prospectus.

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.

First Irving Strategic Group is a private company with no assets or
operations originally formed to acquire a private company such as PC Universe
that had made a decision to go public and secure a listing on the over the
counter bulletin board through a reverse merger with a shell company. PC
Universe goal was to go public through that process and only through that
process, a decision it had made before it contacted First Irving Strategic
Group.

In assisting PC Universe to reach this goal, First Irving Strategic Group
had to structure a transaction to meet two separate requirements. One is
factual. The other is legal. One is discretionary. The other is mandatory. The
discretionary factual requirement is imposed by PC Universe. The mandatory legal
requirement is imposed by the NASD.

In adopting this transaction structure to meet both the requirements of PC
Universe and the NASD, First Irving Strategic Group considered the following:

o The board of PC Universe has the legal right under Florida state law to
require that the transaction be structured as a reverse merger with a
shell.

o PC Universe could go public some way other than a reverse merger with a
shell. But as the board in the proper exercise of its discretion under
Florida state law in making a business judgment has made its decision
concerning the method PC Universe will utilize to go public, this is
not a relevant issue.

o The transaction must involve the filing of a 1933 Act or 1934 Act
registration statement in order for PC Universe to secure a listing on
the over the counter bulletin board.

o The use of a 1933 Act registration statement is acceptable to the NASD
in order to meet its requirements for listing.

The merger satisfies PC Universe' requirement concerning the way the
company will go public. But the merger has nothing to do with meeting the NASD's
requirement for securing a listing on the over the counter bulletin board, which
is PC Universe' ultimate goal in the transaction. This registration statement,
not the merger, satisfies the NASD listing requirement.

First Irving Strategic Group 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 over-the-counter bulletin board. Before securing approval of an
application to be listed on the over-the-counter bulletin board, this
registration statement must be declared effective. Public Securities, an NASD
market maker, has agreed to file a form 211 to secure a listing on the
over-the-counter bulletin board for the surviving company.

5
<PAGE>

PC Universe, Inc.

PC Universe was incorporated in Florida November 20, 1995. PC Universe is a
reseller of computer hardware, software and audio/visual equipment. PC Universe
also provides other services, such as computer technical support and repair
services.

PC Universe sells its products and services through a direct sales force
operating in and catalogues distributed in South Florida. Approximately 95 % of
its sales are made by its sales force. It is also developing an online website
for sales of its products and services on the Internet.

PC Universe doesn't maintain any significant inventory of products. Instead, it
relies primarily on distributors to fulfill and ship orders to customers.

Neither PC Universe nor First Irving Strategic Group has paid any dividends.

Merger Matters

o The boards of directors of First Irving Strategic Group and PC Universe
recommend approving the merger.

o The boards of directors of First Irving Strategic Group and PC Universe
each believe that the merger is fair and in the best interest of their
shareholders.

o The board of directors of PC Universe has not obtained an opinion from an
independent advisor that the First Irving Strategic Group shares to be
receive by PC Universe stockholders is fair from a financial point of view
to PC Universe stockholders.

o The merger will not be closed unless the following conditions are met or
waived:

o No material adverse change has occurred subsequent to the date of the last
financial information in the registration statement in the financial
position, results of operations, assets, liabilities or prospects of either
company

o This registration statement is effective under the Securities Act.

o The merger qualifies as a tax-free reorganization under Section 368 of the
code.

o No litigation seeking to enjoin the merger or to obtain damages is be
pending or threatened.

o Holders of less than 10% of the outstanding shares of PC Universe's common
stock are entitled to dissenters' rights.

o The merger agreement may be terminated as follows:

o If the closing has not occurred by any date as mutually agreed upon by the
parties, any of the parties may terminate at any time after that date by
giving written notice of termination to the other parties. No party may
terminate if it has willfully or materially breached any of the terms and
conditions of the agreement.

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<PAGE>

o Prior to the mutually agreed closing date, either party may terminate

o Following the insolvency or bankruptcy of the other.
o If any one or more of the conditions to closing is not capable of
fulfillment.

o This prospectus is being used to solicit written consents of PC Universe
stockholders.

o All consents must be received no later than 60 days from the date this
prospectus is sent to shareholders. Written consents may be revoked
during this period but are not revocable after written consents have
been received from common stockholders owning more than 4,275,000
shares of PC Universe's issued and outstanding common stock, which is
50% of all issued and outstanding common stock of PC Universe.

o There are 8,550,000 shares of PC Universe common stock outstanding as of
the date this prospectus is sent to its shareholders. Each of its
shareholders is entitled to one vote for each share of common stock held.

o Written consents will be counted by the board of PC Universe. If a PC
Universe shareholder does not return a written consent, the shareholder's
shares will not count as a vote or be used in determining whether
consents from PC Universe shareholders owning the more than 50% of its
issued and outstanding common stock necessary to approve the merger have
been received.

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 all 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. There is no deadline for returning written consents;
however, no receipt of written consents is necessary after consents are secured
from shareholders owning more than 50% of the stock of PC Universe.
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 and the way you exercise them
are discussed in greater detail beginning on page .

Federal income tax consequences

Williams Law Group, P.A. has issued an opinion that neither PC Universe nor its
shareholders will recognize gain or loss for federal income tax purposes as a
result of the merger. 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.

7
<PAGE>

The tax aspects of this transaction are discussed further on page .

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.

PC UNIVERSE SELECTED HISTORICAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>
September 30 December 31
2000 1999 1999 1998
Unaudited) (Unaudited)
-------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>

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

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

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

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

FIRST IRVING STRATEGIC GROUP SELECTED HISTORICAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>

----------------- ---------------------------------- --------------------------------
September 30, 2000 (unaudited) December 31, 1999 (unaudited)
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
<S> <C> <C>
Total assets $0 $0
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
Total liabilities 0 0
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
Equity 0 0
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
Income 50,000 0
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
Expenses 50,000 0
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
Net loss 79 79
----------------- ---------------------------------- --------------------------------
----------------- ---------------------------------- --------------------------------
Net loss per share 0 0
----------------- ---------------------------------- --------------------------------
</TABLE>

RISK FACTORS

RISKS CONCERNING PC UNIVERSE

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

8
<PAGE>

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

PC Universe's current pricing schedules could be revised. PC Universe's
distributors' termination of or failure to renew PC Universe's contracts could
cause significant delays in PC Universe's ability to fulfill its 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.

PC Universe's distributors' may not be able to replenish its inventory in a
timely manner, which could reduce PC Universe's revenues.

PC Universe's customers' orders could be significantly delayed if it needs to
seek other distributors to fulfill its customers' orders. PC Universe's
distribution agreements with its distributors do not require them to set aside
any amount of inventory to fulfill PC Universe's orders or to give PC Universe's
orders priority over other resellers to whom they sell. Furthermore, some
vendors may decide, for reasons outside PC Universe's 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 PC Universe's distributors not to sell products to us.

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

PC Universe depends on its distributors to process and ship substantially all of
the computer hardware and software products that it sells to its customers. If
they don't, PC Universe's customers could become dissatisfied and cancel their
orders or decline to make future purchases and PC Universe's reputation and PC
Universe's brand could suffer.

However, it has limited control over their shipping and processing procedures.
PC Universe's 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. It does not carry
sufficient business interruption insurance to compensate it for any losses that
could occur as a result of PC Universe's distributors' inability to perform for
any reason.

Although it has not happened in the past, in the future, PC Universe's vendors
may not be willing to provide these services at competitive rates, particularly
if PC Universe's volume of orders significantly drop or if the vendors decide to
sell directly to our customers. Although it has not happened in the past,
vendors may refuse to develop the communications technology necessary to support
PC Universe's direct shipment infrastructure for the same reasons. PC Universe
also has no effective means to ensure that its providers will continue to
perform these services to PC Universe's satisfaction.

PC Universe's operations are also heavily dependent upon a number of other third
parties for delivery services. Their failure to perform would reduce PC
Universe's revenues.

9
<PAGE>

PC Universe's distributors use the Federal Express Corporation, United Parcel
Service and the United States Postal Service to deliver substantially all of PC
Universe's products.

Several years ago a UPS strike significantly disrupted deliveries of products of
many companies, including PC Universe. If for strikes or other reasons the
services of any of these third parties become unsatisfactory, PC Universe's
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. 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.
Based upon PC Universe's history, approximately 75% of these customers renew
their contracts.

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.

10
<PAGE>

PC Universe must retain and recruit key personnel. If it doesn'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 54% of its 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, approximately 40 current non-insider stockholders of PC
Universe will own an aggregate of 4,413,000 shares. There will be no
restrictions on resale of these shares after the merger. The remaining shares
may also be sold subject to resale restrictions imposed under Rule 144. A
sale of shares by existing PC Universe security holders, whether under Rule
144 or otherwise, may have a depressing effect upon the price of its common
stock in any market that might develop after the merger.

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

o After the merger, approximately 40 current non-insider stockholders of
PC Universe will own an aggregate of 4,413,000 non-restricted shares of
the total 9,000,000 shares outstanding. There will be no restrictions
on resale of these shares after the merger.

o First Irving is also registering 450,000 shares for resale if they
aren't acquired under the options with Mr. Williams and Mr. Rill. If
they are acquired, they will be acquired from the proceed of the
exercise of options to acquire 150,000 shares of common stock granted
to two stockholders of PC Universe. These 150,000 shares of common
stock are also being registered for resale.

o The remaining shares may also be sold, subject to resale restrictions
imposed under Rule 144.

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 90 day period an amount of restricted securities
which does not exceed 1% of a company's outstanding common stock. These resales
are subject to other restrictions as well.

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 it is 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.

If PC Universe's stock trades on the bulletin board after the merger, it may be
subject to penny stock rules. This may make it more difficult for you to sell
your shares.

Broker-dealer practices in connection with transactions in penny stocks are
regulated by penny stock rules adopted by the SEC. These requirements may have
the effect of reducing the level of trading activity in PC Universe's stock
after the merger if trading commences.

11
<PAGE>

Penny stocks generally are equity securities with a price of less than $5.00.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction.

It is anticipated that PC Universe's stock will trade on the over-the-counter
bulletin board after the merger. Because the bulletin board does not operate
under the same rules and standards as the Nasdaq stock market, shareholders of
PC Universe may have greater difficulty in selling their shares when they want
and for the price they want.

The over-the-counter bulletin board is separate and distinct from the Nasdaq
stock market. Nasdaq has no business relationship with issuers of securities
quoted on the over-the-counter bulletin board. The SEC's order handling rules,
which apply to Nasdaq-listed securities don't' apply to securities quoted on the
bulletin board. Although the Nasdaq stock market has rigorous listing standards
to ensure the high quality of its issuers, and can delist issuers for not
meeting those standards, the over-the-counter bulletin board has no listing
standards. Rather, it is the market maker who chooses to quote a security on the
system, files the application and is obligated to comply with keeping
information about the issuer in its files. The NASD cannot deny an application
by a market maker to quote the stock of a company. The only requirement for
inclusion in the bulletin board is that the issuer be current in its reporting
requirements with the SEC.

Stocks traded on the bulletin board are usually thinly traded, highly volatile,
have fewer market makers and are not followed by analysts. This may inhibit the
ability of shareholders of PC Universe to their shares when they want, how they
want and for the price they want.

Investors may have greater difficulty in getting orders filled because it is
anticipated the PC Universe's stock will trade on the over-the-counter bulleting
board rather than on Nasdaq. Investors' orders may be filled at a price much
different than expected when an order is placed. Trading activity in general is
not conducted as efficiently and effectively as with Nasdaq-listed securities.

Investors must contact a broker dealer to trade bulletin board securities.
Investors do not have direct access to the bulletin board service. For bulletin
board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In time of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market orders
- an order to buy or sell a specific number of shares at the current market
price - it is possible for the price of a stock to go up or down significantly
during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be
lower trading volume than for Nasdaq-listed securities.

12
<PAGE>

PC Universe may find it more expensive and time consuming to raise funds in a
public offering after the merger closes. This could result in greater difficulty
in raising funds if needed for operations or future growth.

A company whose shares are traded on the bulletin board is generally not
eligible to use short-form registration statements on Form S-3. Having to
utilize another form to register its securities may increase the time, cost and
difficulty of raising funds in the future.

MERGER APPROVALS

On October 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 October 1, 2000, the board of directors of PC Universe unanimously approved
the merger proposal. No consents will be solicited or received from stockholders
of PC Universe until after this registration statement has been declared
effective.

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.

<TABLE>
<CAPTION>
------------------ ------------------------------- -------------------------------- ---------------
<S> <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%
------------------ ------------------------------- ------------------------------ -----------------
</TABLE>

The numbers in the table above assume that no options are exercised.

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 First Irving common stock as set forth in your state's law. The
agreement also provides for the payment to First Irving of a merger fee in the
amount of $75,000.

13
<PAGE>

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.

Bulletin board listing

First Irving Strategic Group will be subject to the reporting requirements of
the Securities Exchange Act of 1934 in the calendar year in which the merger
closes after because it filed this registration statement. It intends to
continue to be subject to those requirement in subsequent years by filing before
the effective date of this registration statement a form 8-A electing to be a
reporting company subject to the requirements of the 1934 act.

Upon closing of the merger, First Irving 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.

As more fully described in the Risk Factors section, the bulletin board operates
under different rules and in a manner different and generally less efficient and
effective as Nasdaq.

Contacts between the Parties

In September, 1999, Mr. Rob Rill, a director of First Irving, retained
Williams Law Group, P.A. to form an acquisition corporation to acquire a private
company that had already determined to go public through merger with a shell
when it first contacted him. Michael T. Williams, Esq. is the principal of
Williams Law Group and president and director of First Irving, at the request of
Mr. Rill, for administrative convenience only. Upon formation, Mr. Williams and
Mr. Rill were issued 1,000,000 shares each. In connection with the merger, First
Irving agreed to effect a reverse split so that Mr. Williams' fully
discretionary account, plus related family and employees, and Mr. Rill will each
own 225,000 shares prior to the closing of the merger. However, after the merger
closes, these shares will be subject to a repurchase option with the surviving
company.

In vApril, 2000, Mr. Tom vLivia, a memberv of thev board of vdirectors of PC
Universe contacted Mr. Rill by telephone. Mr. Livia has known Mr. Rill for
approximately 2 years through mutual acquaintances. Being aware that Mr. Rill
was involved in the financial industry, specifically reverse mergers, Mr. Livia
contacted Mr. Rill to discuss any proposal he might have.

Mr. Livia indicated that PC Universe had already made a strategic decision
to promise investors and existing shareholders investment liquidity through a
reverse merger with a shell company that would become listed on the over the
counter bulletin board.

Mr. Livia engaged in several telephone discussions with Mr. Williams and
Mr. Rill concerning their transaction structure. In their discussions, Mr.
Williams and Mr. Rill told Mr. Livia that they only represented First Irving
Strategic Group. They did not represent and were not advising PC Universe in any
way in the transaction. Mr. Rill indicated that his attorney would provide all
the details concerning the transaction structure.

Mr. Williams told Mr. Livia that his law firm, Williams Law Group, P.A.,
represented shell companies that could meet PC Universe' requirements. Mr.
Williams indicated that his firm only represented shell companies that used a
transaction structure that was different than most other reverse merger
transactions PC Universe might be considering. Mr. Williams explained that in
his firm's opinion, a traditional reverse merger with a public shell involved
companies that:

o At one time had assets or operations but had gone out of business and,
thus, were only the "shell" of a former operating business. As such, in
his firm's opinion, these shell companies were susceptible of having
unknown liabilities, unknown shareholders and unknown shareholder
rights, such as options or registration rights. Often times were
"public" in that they were listed and trading at the time of the
merger.
o Many times attempted to transfer free trading shares to shareholders of
the private company in controlled transactions that were nonetheless
purported to be exempt under Rule 144k.
o The promoters and their affiliates sometimes participated in post-
merger promotion of the surviving company's stock. The promoters and
their affiliates always maintained control of resale decisions
concerning the shares they retained and often sold these shares in a
way that was adverse to the interests of the formerly private company
and its shareholders.

In contrast, Mr. Williams explained that the transaction structure utilized
by companies represented by his law firm only involved shell companies that:

o Are new, not "used," companies. These companies were formed by Mr.
Williams' law firm. These companies have never had any assets or
operations. The only shareholders other than Mr. Williams were his
family and family trust. As such, these companies were known by Mr.
Williams' law firm to have no unknown liabilities, shareholders or
shareholder rights.
o Do not become listed and trading until after the SEC has cleared a 1933
Act and 1934 Act registration statement covering stock to be issued in
the merger and the merger closed.
o Issue to shareholders of private companies only fully registered shares
under an the 1933 Act registration statement rather than transferring
shares to these shareholders purportedly in reliance upon a resale
exemption provided under Rule 144k.
o Do not involve a situation in which Mr. Williams, his client, his law
firm or his family have any involvement with the surviving company in
the transaction after the merger is closed.

o Mr. Williams his client, his law firm, and his family do not and will
not participate in post-merger promotion of the surviving company's
stock.
o Mr. Williams and Mr. Rill will resign their positions at the closing of
the merger, and his law firm will also resign as counsel to the company
at that time. They will not be involved with and will not provide legal
or other representation or advice to the surviving company in any way
after the merger closes.
o Mr. Williams and his family do not exercise any control over the resale
of their shares after the merger closes and the stock of the surviving
company becomes listed for trading on the over the counter bulletin
board. All the shares they retain are to be held at a large NASD member
brokerage firm in an account over which the account executive - and not
Mr. Williams and his family - will have full, final and complete
control of all resale decisions.

Mr. Mark Caron is the registered representative and account executive at
Raymond James and Associates, Tampa, Florida who will be making these resale
decisions.

It is anticipated that the standards to be used will be the following:

o First and foremost, only legally tradable shares will be resold. We
won't allow non-tradable shares to be resold. Raymond James'compliance
department won't allow that to happen either.

o We will tell Mr. Caron from time-to-time to sell sufficient shares in
the portfolio to net us a certain amount of dollars.

o Mr. Caron will review the portfolio.

o He will first determine which shares can be legally resold.

o For the eight registration statements currently on file, this would
mean that there is available an up-to-date selling shareholder
prospectus that meets the prospectus delivery requirements for the
resale of these shares.

o For the subsequent registration statements to be filed under our
proposed alternative structure, he would have to make sure Rule 144 was
available for resale.

o Of the shares of the various companies in the portfolio that can be
legally resold, he will determine whether is there an adequate trading
market for these shares to be able to resell them in a manner that will
net the requested amount.

o Assuming that he can generate more than the requested amount by selling
shares that meet these criteria, he will then determine which shares
have the least potential for future appreciation.

o These are the shares that will be sold.

There are three caveats to this procedure.

o First, it may well be that because of the burden imposed by the
prospectus delivery requirement, the shares in the companies for which
registration statements are currently on file may all be resold as
promptly as the market will allow at what is at least a reasonable
price, subject to any existing option or lock-up agreements. None of
these agreements exist for their retained shares of PC Universe.

o Second, in the interest of maintaining diversification of the portfolio
or for similar reasons, he may also decide to sell shares of companies
that he believes have a greater potential for appreciation than shares
of other companies in the portfolio.

o Third, Mr. Caron has the discretion to sell any legally tradable shares
in the portfolio at any time, regardless of whether he has received a
request for funds from Mr. Williams or his family.

Following initial discussions with Mr. Rill and Mr. Williams, the PC
Universe board decided to undertake a review of available reverse merger
alternatives before making any decision as to how to proceed. And it wasn't
until June 2000 that Mr. Livia indicated to Mr. Rill that PC Universe was
interested in proceeding with the proposed transaction.

First Irving reiterated to PC Universe that it would only be involved in
taking PC Universe public if it received a merger fee of $75,000 and its
principals were allowed to retain 5% of the stock in the surviving corporation.
First Irving advised PC Universe this amount was not negotiable. 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 as a director's fee. The
remaining $50,000 will be paid to Williams Law Group for legal services in
preparing this registration statement.

PC Universe indicated it understood and accepted the cash fee but that it
wanted to have the opportunity to cap the upside potential of the value of the
5% of the shares retained by requiring First Irving to assure that the surviving
corporation had an option to repurchase all of their shares. Mr. Rill and Mr.
Williams agreed and First Irving entered into an option agreement with each one.

The option agreements with Mr. Williams and Mr. Rill provide that First Irving,
currently and as the surviving corporation, may purchase the shares retained by
Mr. Williams and Mr. Rill, equally from each, as follows:
<TABLE>
<CAPTION>
------------------------------------ ----------------------------------- ---------------------------------
When Number of Shares Price per Share
------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
<S> <C> <C>
First calendar month after first 225,000 $1.00
trade on bulletin board

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

Any shares not purchased within these time periods will be retained by Mr.
Williams and Mr. Rill.

Because PC Universe did not want to fund any purchase of these shares subject to
options held by Mr. Williams and Mr. Rill, management of First Irving, from the
operating capital of the surviving company, it agreed to issue certain options
to two investors, Lambo Investments, Ltd. and JB Brown, Ltd. These options will
be exchanged for options of First Irving having the same terms on a one-for-one
basis when the merger closes.

The option agreement with Lambo Investments, Ltd. and JB Brown, Ltd. provide
they may purchase shares from PC Universe as follows:
<TABLE>
<CAPTION>
------------------------------------ ----------------------------------- ---------------------------------
When Number of Shares Price per Share
------------------------------------ ----------------------------------- ---------------------------------
------------------------------------ ----------------------------------- ---------------------------------
<S> <C> <C>
First calendar month after first 75,000 $3.00
trade on bulletin board

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

First Irving has agreed to register the shares underlying these options on
Form SB-2, which will be filed before the effective date of this registration
statement. This registration statement will also register shares of Mr. Williams
and Mr. Rill for resale in the event the options are not fully exercised. First
Irving has agreed to keep the registration statement effective as long as
necessary to permit resale of these shares. First Irving has agreed that all
funds received upon exercise of the options by Lambo Investments, Ltd. and JB
Brown, Ltd. shall be used to exercise the options with Mr. Williams and Mr. Rill
on a pro-rata basis.

Reasons for the Transaction Structure

First Irving Strategic Group, Inc., a Florida corporation, and PC Universe,
Inc., a Florida corporation, have entered into a merger agreement. First Irving
Strategic Group is a private company with no assets or operations originally
formed to acquire a private company that had made a decision to go public and
secure a listing on the over the counter bulletin board through a reverse merger
with a shell company. PC Universe goal was to go public through that process and
only through that process, a decision it had made before it contacted First
Irving Strategic Group.

In adopting this transaction structure to meet both the requirements of PC
Universe and the NASD, First Irving Strategic Group considered the following:

o The board of PC Universe has the legal right under Florida state law to
require that the transaction be structured as a reverse merger with a
shell.

o The transaction must involve the filing of a 1933 Act or 1934 Act
registration statement in order for PC Universe to secure a listing on
the over the counter bulletin board.

o The use of a 1933 Act registration statement is acceptable to the NASD
in order to meet its requirements for listing.

o The merger satisfies PC Universe' requirement concerning the way PC
Universe will go public. But the merger has nothing to do with meeting
the NASD's requirement for securing a listing on the over the counter
bulletin board, which is PC Universe' ultimate goal in the transaction.
This registration statement, not the merger, satisfies the NASD listing
requirement.

Factual Requirement

PC Universe required that their going public transaction must involve a
merger with a shell company. In order to meet this factual requirement, the
transaction was structured to have PC Universe acquired by First Irving
Strategic Group in a reverse merger. A reverse merger is a transaction in which
First Irving Strategic Group and not PC Universe is the surviving company after
the merger closes.

It is the board of PC Universe, not some third party, that has the right,
indeed the duty, under Florida state law to make a determination as to which
method of going public is in the best interest of PC Universe and its
stockholders. The board selected this process rather than another because it
determined that this process has a very valid business purpose: In the minds of
its potential investors, its shareholders and its management, this method of
going public was well known, universally accepted and proven to be successful.
This method would therefore enhance PC Universe' ability to raise capital and
provide its investors and shareholders with liquidity.

Legal Requirement

Although this transaction structure meets PC Universe' factual requirement,
the merger itself does nothing to meet the NASD's legal requirement that PC
Universe must become subject to the provisions of section 15d of the 1934 Act to
meet the listing requirement under NASD Rule 6530. According to the NASD's
interpretation of the Rule, this requirement for listing is met by the filing of
a 1933 Act registration statement.

NASD Rule 6530 limits quotations on the OTCBB to the securities of issuers
"Eligibility Rule Q and A," January 21, 1999, posted on the over the counter
bulletin board website at
http://www.otcbb.com/news/EligibilityRule/eligruleq&a.stm the NASD advised
companies that wanted to become listed on the over the counter bulletin board
that

In order to be required to make filings pursuant to Section 13 or 15(d) of
the Act, an issuer must register its class of securities under the Securities
Act of 1933 or the Securities Exchange Act of 1934. [emphasis added]

So clearly, a registration statement such as this filed under the 1933 Act meets
the NASD's requirement for listing.

That same statement of the NASD also indicates that PC Universe must be a
mandatory, not a discretionary, reporting company. Under section 15d of the 1934
Act and related regulations and interpretations, that requirement is met for the
year in which this registration statement is declared effective. However, there
may some uncertainty as to the mandatory reporting status thereafter.
Accordingly, to avoid any uncertainty in this area, First Irving Strategic Group
will file a companion registration statement on Form 8-A, the form prescribed
for discretionary registration of securities under section 12(g) of the 1934
Act. The filing of the companion registration statement on form 8-A will assure
continued compliance with NASD Rule 6530 in the years after this registration
statement is declared effective, so long as the surviving company remains
current in its reporting requirements.

NASD Rule 6530 is not met by the merger. It is met by structuring the
transaction to have the shares that are issued to PC Universe' shareholders in
the merger registered under this 1933 Act registration statement and
simultaneously registered under the 1934 Act on Form 8-A.

Although this transaction structure is utilized to meet PC Universe'
requirement of going public through a reverse merger with a shell company, this
registration statement is not being filed because of that requirement. It is
being filed because in order for PC Universe to reach its goal of going public,
the requirement imposed by the NASD has to be satisfied. This registration
statement, and not the merger, is what meets that requirement.

Thus, by being acquired by First Irving Strategic Group in a transaction in
which shares that are issued to PC Universe' shareholders in the merger are
registered under this 1933 Act registration statement and simultaneously
registered under the 1934 Act, PC Universe meets both the NASD legal requirement
of going public - Rule 6530 - and its own factual requirement for the way it
wants to go public - a reverse merger with a shell company.

Reasons for Recommending Approval of the Merger

Both the board of directors of First Irving Strategic Group and PC Universe
have recommended approving the merger. Neither of the boards of directors of
First Irving Strategic Group or PC Universe 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
shareholders or PC Universe and its shareholders.

In considering the merger, the First Irving Strategic Group board took note
of the fact that PC Universe met its acquisition candidate profile in that it
was a private company that had already determined to go public through merger
with a shell when it first contacted First Irving Strategic Group. In addition,
the board noted PC Universe could produce audited financial statements and other
information necessary for the filing of this registration statement and had
agreed to pay the required merger fee to First Irving Strategic Group,
Accordingly, the First Irving Strategic Group board determined that the merger
proposal was fair to, and in the best interests of, First Irving Strategic Group
and the First Irving Strategic Group's shareholders.

The board of PC Universe also concluded that this transaction fully met PC
Universe' business objective in the manner the board deemed to be the most
appropriate consistent with its business decision to go public through a process
involving a reverse merger with a shell corporation.

The board noted the transaction structure proposed by Third Enterprise
would meet its objective of going public because it involved a transaction in
which shares that are issued to PC Universe' shareholders in the merger are
registered under this 1933 Act registration statement and simultaneously
registered under the 1934 Act. As such, PC Universe would be able to meet the
NASD's legal requirement of going public using the method it desired.

The PC Universe board recommended approving the merger because it concluded
that the merger and its terms, including the merger fee to be paid to First
Irving Strategic Group and the shares retained by shareholders of First Irving
Strategic Group after the merger closed, were fair and in the best interests of
PC Universe' shareholders. The board recommended PC Universe' shareholders
approve the merger.

The board's conclusion and recommendation were based upon the following:

o PC Universe did not consider other methods of going public to be
appropriate. The board determined that a reverse merger with a shell
was the only acceptable alternative because this process, in the minds
of its potential investors, its shareholders and its management, was:

o Well known
o Universally accepted
o Proven to be successful

The board took note that the bulletin board might not be as efficient
or effective as Nasdaq. The board also pointed out that PC Universe
didn't qualify for Nasdaq listing in any case.

The board noted that there would be increased expense because of the
requirement to become and remain an SEC reporting company in order to
secure and maintain the bulletin board listing. Nonetheless, the board
felt in its best business judgment that recognizing and acting upon
investor, shareholder and management requests and desires for liquidity
as soon as possible was in the long-term best interest of PC Universe
and its business.

o The board investigated a number of individuals and entities who offered
to assist PC Universe in becoming a reporting, listed and trading
company through a reverse merger. The board concluded that the
transaction structure proposed by Third Enterprise had significant
advantages over other types of reverse merger transaction structures.
And it concluded that counsel to First Irving Strategic Group possessed
a higher level of honesty, knowledge, experience and competence
necessary for a successful transaction than it felt would be available
through other alternatives.

o The merger fee and number of shares retained were reasonable,
particularly in comparison to traditional shell reverse merger
transactions. They were also reasonable in view of the knowledge and
experience of the attorney for First Irving Strategic Group.

Having made these decisions, the board felt that to undertake this
transaction in some other manner with some other company or individuals would be
inconsistent with the decision the board in the proper exercise of the
discretion it is allowed under the business judgment standards of Florida law
and the interests and desires of all the shareholders of PC Universe.

<PAGE>

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.

Mr. Williams' law firm will receive legal fees of $50,000 and Mr. Rill will
receive director's fees of $25,000 paid from the merger fee First Irving
receives from PC Universe. Assuming the repurchase option is exercised in full
in the first month, the value of the shares retained by Mr. Williams and Mr.
Rill would be $225,000 each. If the options are not exercised, there is no way
to reasonably estimate the value of these shares as the value will depend upon
whether, if ever, they are able to resell their shares and the prevailing market
price, if any, for the shares in the future.

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.

It has 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 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.

Williams Law Group, P.A., counsel to First Irving Strategic Group, has given an
opinion that the merger will constitute a reorganization under Section 368(a) of
the code for the shareholders of First Irving and PC Universe. 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. The following tax consequences
are implicit in the firm's opinion that the merger is a 368(a) reorganization.
This discussion summarizes the tax opinion given by counsel.

21
<PAGE>

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 when they receive First Irving
Strategic Group common stock in exchange for PC Universe common stock
in the merger. This does not apply if the holder receives cash by the
exercise of dissenters' rights.

The aggregate tax basis of the First Irving Strategic Group 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
exchanged in merger.

The holding period of the First Irving Strategic Group 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 is
held. This conclusion is dependent upon the PC Universe common stock
being 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 shares have
been held at for at least one year measured by the difference between
the shareholder's basis in the share and the amount of cash received.
This assumes that the payment is not essentially equivalent to a
dividend within the meaning of Section 302 of the code and 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 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 opinion is based upon IRS ruling guidelines that
require eighty percent continuity, although the guidelines do not represent the
applicable law.

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

o PC Universe would ecognize 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 common stock issued in the merger plus the
amount of the liabilities of PC Universe assumed by First Irving
Strategic Group

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

22
<PAGE>

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
common stock received in merger therefore.

In this event, a shareholder's aggregate basis in the First Irving Strategic
Group common stock 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 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 common stock in merger for PC Universe's
shareholder's common stock, gain or loss would have to be recognized.

Exclusivity

Until either the merger agreement is terminated or the merger closed, PC
Universe has agreed not to solicit any other inquiries, proposals or offers to
purchase or otherwise acquire, in a merger transaction or another type of
transaction, the business of PC Universe or the shares of capital stock of PC
Universe.

Similarly, until either the merger agreement is terminated or the merger closed,
First Irving has agreed not to make any other inquiries, proposals or offers to
purchase or otherwise acquire, in a merger transaction or another type of
transaction, the business or the shares of capital stock of any other company.

Termination

The merger will not be closed unless the following conditions are met or waived:

o No material adverse change has occurred subsequent to the date of the last
financial information in the registration statement in the financial position,
results of operations, assets, liabilities or prospects of either company

o This registration statement is effective under the Securities Act.

o The merger qualifies as a tax-free reorganization under Section 368 of the
code.

o No litigation seeking to enjoin the merger or to obtain damages is be pending
or threatened.

o Holders of less than 10% of the outstanding shares of PC Universe's common
stock are entitled to dissenters' rights.

The merger agreement may be terminated as follows:

23
<PAGE>

o Prior to the mutually agreed closing date, either party may terminate

o Following the insolvency or bankruptcy of the other.
o If any one or more of the conditions to closing is not capable of
fulfillment.

As First Irving goes through the due diligence and filing process, facts
and circumstances not known to it when it started the process leading to closing
the merger may come to light that make proceeding with the transaction
inadvisable in the opinion of First Irving. If this occurs or if PC Universe
cancels the agreement after paying the first installment of the merger fee, all
fees previously received by First Irving will be retained.

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 attached
copies of these statutes as an appendix 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 a reorganization by PC
Universe.

24
<PAGE>

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 surviving corporation and the
transfer 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 , or 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, Inc. Selected Financial Data

9 Mths Ended Year Ended December 31, 1 Mth Ended
---------------------------------------------------------------
Sept. 30, 2000 1999 1998 1997 1996 Dec. 31, 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Working capital 231,627 149,051 645,806 14,688 42,199 154,862
Total assets 2,349,679 1,444,856 1,731,677 898,618 1,344,407 197,917
Long term debt 0 0 0 0 0 0
Total liabilities 1,997,948 1,155,175 929,804 793,810 1,229,546 0
Equity 351,731 289,681 801,873 104,808 114,861 197,917
Sales 9,083,745 8,870,654 9,755,167 10,153,368 11,816,701 22,181
Net income (loss) 92,050 9,608 1,305,915 3,355 5,008 (2,083)
Basic net income
(loss) per share 0.015 0.002 0.276 0.001 0.001 (0.000)
Basic weighted avg.
no. of shares 6,170,365 4,740,000 4,740,000 4,740,000 5,839,507 6,320,000
</TABLE>

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

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

For the Years Ending December 31, 1999, 1998, and 1997

Results Of Operations

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

Financial information percentage of gross sales

----------------------------- ---------------- ------------------
December 31
----------------------------- ---------------- ------------------
----------------------------- ---------------- ------------------
1999 1998 1997
----------------------------- ---------------- ------------------ --------------
----------------------------- ---------------- ------------------ --------------
Total Sales 100% 100% 100%
------------------------- --- ----------------- ---------------- ---------------
------------------------- --- ----------------- ---------------- ---------------
Cost of Sales 87.2% 75.5% 85.0%
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------
Gross Profit 12.8% 24.5% 15.0%
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------

------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------
Operating Expenses
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------
Sales & Marketing 2.2% 5.6% NA
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------
General 10.9% 13.9% NA
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------
Administrative 0.7% 1.9% NA
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------
Total Operating Expenses 13.8% 21.4% 15.1%
------------------------ --- ----------------- ---------------- ----------------
------------------------ --- ----------------- ---------------- ----------------

Net Revenues

Net revenues were $8,870,654, $9,755,167 and $10,153,368 for the fiscal
years ended December 31, 1999, 1998, and 1997, respectively. The decrease in
revenues over the three year period was due to the transitioning of the company
from mail order sales in 1997 to that of corporate sales and service by 1999.
This marketing philosophy change was attributable to the general decline in
popularity of the mail order business as the internet became a more popular
purchasing avenue for consumers.

Product vs Service as a % of Total Revenues

1999 1998 1997
Product 92% 95% 96%
Service 8% 5% 4%

Total Revenues by Product v Service ($000)
1999 1998 1997

Product $8,161 $9,267 $9,747
Service $710 $488 $406

PC Universe service revenues have steadily grown in terms of absolute
dollars over the three-year period. It is expected to continue to grow, in
absolute dollars, as 2000 will yield 6.5% of $12million in revenues. The reason
for the decline as a percentage of total dollars is the strong growth in
corporate sales for 2000. Service revenues are expected to produce at least 6.5%
of the total revenues in 2001 and beyond.

Corporate Sales vs Individual Sales as a % of Total Revenues

1999 1998 1997
Corporate 80% 72% 35%
Individual 20% 28% 65%

Total Revenues by Corporate v Individual ($000)

1999 1998 1997
Corporate $7,097 $7,024 $3,554
Individual $1,774 $2,731 $6,600

Corporate sale as a percentage of total revenues will be approximately the same
for 2000. It is expected to decline in slightly 2001 because of anticipated
growth in internet sales.

Internet Sales vs Mail Order Sales vs Direct Sales as a % of Total Revenues

1999 1998 1997
Internet 5% - -
Mail Order 10% 35% 75%
Direct Sales 85 65% 25%

Total Revenues by Internet v Mail Order v Direct Sales ($000)

1999 1998 1997
Internet $ 444 - -
Mail Order $ 887 $3,414 $7,615
Direct Sales $7,540 $6,341 $2,538

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 for the fiscal years
ended December 31, 1999, 1998, and 1997, respectively were $7,734,912,
$7,362,705 and $8,626,776. The decline in cost of sales was in line with the
decline in revenues for the years under review. There were no significant
changes in terms of percentages. In terms of absolute numbers, the decline in
credit card charges was offset by an increase in commissions to corporate
account representatives. With 2001 expected sales in 2000 of not less than
$12million, cost of sales will increase. With the internet sales expected to
grow steadily in the oncoming years, margin percentages will decline but
absolute dollars will increase.

Advertising

Costs associated with advertising are expensed in the year incurred.
Advertising expenses were $85,530 and $396,188, $402,482 (1997) need all three
years for the years ending on December 31, 1999, 1998, and 1997 respectively. In
2000 and 1999, the advertising was mainly through the radio, while print media
was mostly used in 1998. It is expected that the internet will be the media of
choice for the future. With advertising expenses expected at $200,000 for 2000
and $400,000 for 2001, it is anticipated that 75% of these advertising dollars
will be for internet promotions and advertisements.

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 $1,028,593 for 1999,
$1,549,863 in 1998. In 1997 the auditing firm combined advertising and general
and administrative for $1,528,331. PC Universe expects general and
administrative expenses to continue to increase as of PC Universe expands the
revenues. There were no significant changes in percent or absolute numbers to
any significant factors. PC Universe objective is to contain GSA expenses at 11%
of net revenues for 2000 and reduce this percentage gradually in line with the
anticipated growth in revenues.

Interest Expenses

The interest charges are mainly derived from balances on of PC Universe
corporate credit card purchases and inventory financing. Interest expenses were
$26,979 for fiscal year 1999, $0 for 1998 and $8,137 for 1997. The increase is
primarily attributable to additional interest charges incurred when inventory
for resale were purchased on corporate credit cards. With interest expenses
expected at $44,000 for 2000, it is anticipated that this category of expense
will increase in the future in direct relationship with growth in revenues.

Amortization and Depreciation

Depreciation and amortization expenses consist primarily of the
amortization of organizational expenses, as well as fixed asset depreciation.
The depreciation and amortization expenses for PC Universe for the periods
ending December 31, 1999, 1998 and 1997 were $31,020, $31,184 and $34,710.

Gross Profit

Gross profit was $1,135,742, $2,392,462 and $1,526,592 for the fiscal years
ending December 31, 1999, 1998 and 1997 respectively. The main factor for the
margins moving from 15% to 24.5% from 1997 to 1998 was largely due to the
profitable sale of software in 1998 related to the informational database as
noted under Miscellaneous Income below. PC Universe's reduction in margins for
1999 was a result of increased competition brought about by growth in internet
sales as new players entered the market with lower cost business models. Margins
for 2000 is expected at 12%. With purchasing management and growth in the
company's service department this rate can be maintained and improved on in the
foreseeable future.

Miscellaneous Income

Total miscellaneous income the fiscal years ending December 31, 1999 was
$128,631 and $1,791,473 for 1998 and $9,473 for 1997. This represents income
items such as liquidation sales of job lot items acquired periodically
throughout the year. The increase in the miscellaneous income for the fiscal
year of 1998 represented the sale of an informational base that was developed by
PC Universe.

An example of the liquidation sales would be that of a computer retailer or
computer service company emptying a warehouse of unclaimed products their
service department have repaired or replaced under warranty for their customers.
Typically PC Universe's buyer would visit the warehouse and make a bid after
reviewing the products. Upon receipt these items are then tested and sold with
limited warranty to existing customers. Because these transactions are not
ordinarily recurring revenues, they are classified as miscellaneous income in
order not to distort the margin reports.

Net Income

PC Universe's net income for the fiscal years ending December 31, 1999,
1998 and 1997 respectively. was $12,808, $2,098,065 and $3,947 The increase in
net income in fiscal year 1998 is attributed to the sale of the informational
base that was developed by PC Universe. Net income for 2000 is expected at
(approximately 1% of revenues) and growth in profitability is anticipated in
2001 at no less than (1.5% of revenues).

Liquidity and Capital Resources
<TABLE>
<CAPTION>
------------------------------ ------- -------------------- --------------------- --------------------
1999 1998 1997
------------------------------ ------- -------------------- --------------------- --------------------
------------------------------ ------- -------------------- --------------------- --------------------
<S> <C> <C> <C>
Cash Liquidity $199,888 $724,139 $7,998
------------------------------ ------- -------------------- --------------------- --------------------
------------------------------ ------- -------------------- --------------------- --------------------
Cash utilized in Operations $(326,161) $1,663,504 $(214,747)
------------------------------ ------- -------------------- --------------------- --------------------
------------------------------ ------- -------------------- --------------------- --------------------
Accounts Receivable $849,660 $719,126 $416,880
------------------------------ ------- -------------------- --------------------- --------------------
------------------------------ ------- -------------------- --------------------- --------------------
Cash Utilized in Investments $(14,532) $(28,447) $(50,417)
------------------------------ ------- -------------------- --------------------- --------------------
------------------------------ ------- -------------------- --------------------- --------------------

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

PC Universe's total assets were $1,444,856 $1,731,677 and $898,498 for the
periods of December 31, 1999, 1998 and 1997 respectively. Total liabilities were
$1,155,175, $929,804 and $1,229,546. PC Universe's current assets were
$1,304,226, $1,575,610 and $808,498. Its current liabilities for the period
ending December 31, 1999, 1998 and 1997 were $1,155,175, $929,804 and $793,810.
Working capital for the years was $149,051, $645,806 and $14,688. PC Universe
experienced the profitable sale of the informational database in 1998 as noted
under Miscellaneous Income the company at 12/31/98 had Cash of $724,139, of
which $525,000 was distributed to the shareholders in 1999. There has been
significant growth in total assets in 2000, which is in excess of $2 million
largely as a result of improved revenue growth, which is reflected in Inventory
and Accounts Receivable.

Revolving Line of Credit

As of September 30, 2000, of PC Universe's principal loan commitments
consisted of obligations for the acquisition of fixed assets. PC Universe is
also negotiating with FINOVA Capital, to provide increased floor plan financing
from $1 million to $1.5 million, which will enable PC Universe to support it's
increased sales. This credit facility is a revolving line of credit or
"floor-plan" and has a credit limit of $1,000,000, the interest accrues at the
average of prime rates, as listed in the Wall Street Journal. The collateral for
this floor plan credit facility are accounts receivable and inventory. The
balances of the line of credit were $1,028,505 and $870,383 at September 30,
2000 and 1999 respectively.

FINOVA's note is due for redemption on February 12, 2001. PC Universe has
entered into negotiations with IBM Credit Corporation to provide $2.5 million
financing under a flexible payment plan to replace the floor plan with FINOVA.
Interest normally accrues at prime plus 1.5% on invoices past 30 days.

Currently IBM is conducting an on-site audit of the company's collateral records
and purchasing and sales procedures. This is scheduled for completion on January
12, 2001. It usually takes two weeks after audit for the switch to be made. PC
Universe is confident of approval, and that the worst case scenario would be a
line approval of no less than its existing line with FINOVA

For the 9 months ended September 30, 2000 and 1999

Results Of Operations

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

Financial information percentage of gross sales

9 Months Ended September 30

2000 1999
(Unaudited) (Unaudited)
Total Sales 100% 100%
Cost of Sales 87.0% 88.0%
Gross Profit 13.0% 12.0%

Operating Expenses
Sales & Marketing 2.2% 2.2%
General 8.7% 10.8%
Administrative 0.8% 0.8%
Total Operating Expenses 11.7% 13.7%

Income (Loss) from Operations 1.4% 2.10%
Other Income (Expense) -1.5% 0.2%

Net Income -0.1% 0.2%

Net Revenues

Revenues are received from sales and service of computers and computer
related items. Net revenues were $ 9,083,745 for the 9 months ended September
30, 2000, a 35.18% increase from $6,719,675 for the 9 months ended September 30,
1999.This increase is due from growth of PC Universe's corporate customer base
and repeat purchases from our existing customers.

Product vs Service as a % of Total Revenues

9-30-00 9-30-99
Product 6% 91%
Service 94% 9%

Total Revenues by Product v Service ($000)

9-30-00 9-30-99

Product $8,520,553 $6,145,143
Service $ 563,192 $ 574,532

Corporate Sales vs Individual Sales as a % of Total Revenues

9-30-00 9-30-99

Corporate 81% 80%
Individual 19% 20%

Total Revenues by Corporate v Individual ($000)

9-30-00 9-30-99

Corporate $7,394,168 $5,402,619
Individual $1,689,577 $1,317,056

Cost of Sales

Sales and Marketing Expenses

Sales and marketing expenses consists of advertising and promotional
expenses, and outsourced customer service fees. Sales and marketing expenses
were $202,884 for the 9 months ended September 30, 2000 and $144,510 the 9
months ended September 30, 1999. Costs associated with advertising are expensed
in the year incurred. Advertising expenses were $103,602, and $60,394, nine
months ending on September 30, 2000 and 1999. In 2000 and 1999, the advertising
was mainly through the radio. Also, during the year 2000, $53,250 was expended
on a website which was abandoned.

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 $857,984 for the 9 months
ended September 30, 2000 from $778,648 for the 9 months ended September 30, 1999
PC Universe expects general and administrative expenses to continue to increase
as of PC Universe expands the revenues.

Interest Expenses

The interest charges are mainly derived from balances on of PC Universe
corporate credit card purchases and inventory financing. Interest expenses were
$29,897 for the 9 months ended September 30, 2000 and $17,438 for the 9 months
ended September 30, 1999. The increase is primarily attributable to additional
interest charges incurred when assets were purchased on corporate credit cards.

Amortization and Depreciation

Depreciation and amortization expenses consist primarily of the
amortization of organizational expenses, as well as fixed asset depreciation.
The depreciation and amortization expenses for PC Universe was $22,531 for the 9
months ending September 30, 2000 and $22,650 for the period ending September 30,
1999.

Gross Profit

Gross profit was $1,184,532 the 9 months ended September 30, 2000 and
$803,851 for the 9 months ended September 30, 1999. This increase in gross
margin was primarily attributable to better pricing management of PC Universe's
product mix.

Miscellaneous Income

Total miscellaneous income the 9 months ended September 30, 2000 was
$47,283 and $157,275 for the 9 months ended September 30, 1999. This represents
non-recurring income items such as liquidation sales of job lot items acquired
periodically throughout the year.

Net Income

PC Universe's net income was $(12,460) for the 9 months ended September 30,
2000 and $20,530 for the 9 months ended September 30, 1999. The decrease in net
income is attributed to increased legal, accounting and consulting costs for the
imminent merger with First Irving Strategic Group, Inc.

Liquidity and Capital Resources

At September 30, 2000, of PC Universe's cash liquidity was $166,306
compared to $37,107 of cash at September 30, 1999. Net cash used in operating
activities was $(196,463) and $(548,133) for the 9 months ended September 30,
2000 and 1999, respectively. Accounts Receivable were $1,707,382 for the 9
months ended September 30, 2000 and $1,074,548 for the 9 months ended September
30, 1999. Net cash used in investing activities was $(12,068) and $(2,168) for
the 9 months ended September 30, 2000 and 1999, respectively, and primarily
consisted of upgrading the of PC Universe website. PC Universe believes that the
current cash balances and projected cash inflows from revenues and accounts
receivable will be sufficient to meet PC Universe's anticipated operating cash
needs for the next 12 months.

Assets, Liabilities and stockholders Equity

PC Universe's total assets were $2,349,679 and $1,571,945 for the periods
of September 30, 2000 and September 30, 1999. Total liabilities were $1,948,948
and $1,274,541 for September 30, 2000 and September 30, 1999. At September 30,
2000, our current assets were $2,229,575 and September 30, 1999 they were
$1,435,309. Our current liabilities for the period ending September 30, 2000
were $1,948,948 and for September 30, 1999 were $1,274,541 Working capital for
the period ending September 30, 2000 was $280,627 and for September 30, 1999 it
was $160,768. While shareholders equity was $400,731 for September 30, 2000 and
$297,404 for September 30, 2000.

PC UNIVERSE BUSINESS

PC Universe is a reseller of

o Computer hardware,
o Computer software
o Audio/visual equipment

PC Universe also provides other services, such as computer technical
support and repair services. It offers more than 100,000 products.

PC Universe doesn't maintain any significant inventory of products. Instead, it
relies primarily on distributors to fulfill and ship orders to customers.

In calendar year 1999, these separate activities accounted for total revenues of
PC Universe as follows:

---------------------------------- ----------------------------- ---------------
Activity Revenue Percent
---------------------------------- ----------------------------- ---------------
---------------------------------- ----------------------------- ---------------
Physical Stores $7,686,767 86.65%

---------------------------------- ----------------------------- ---------------
---------------------------------- ----------------------------- ---------------
Support and Repair $646,143 7.28%

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

In the first 9 months of calendar year 2000, these separate activities accounted
for total revenues of PC Universe as follows:

---------------------------------- ----------------------------- ---------------
---------------------------------- ----------------------------- ---------------
Support and Repair $369,933 4.07%

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

PC Universe outsources the majority of its operating infrastructure including

o Distribution and fulfillment
o Customer service and support
o Credit card processing
o 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.

History

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 repairs to walk in customers from the local vicinity.

28
<PAGE>

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 PCUdirect.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 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

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 it establishes new relationships,
but it shouldn't be a lasting problem.

Strategy

PC Universe's objective is to become a significant e-commerce destination
offering a broad selection of computer brand name products and services to
consumers and small businesses at everyday low prices.

PC Universe recognizes that it is significantly smaller than some of its
competitors such as CDW and Buy.com. Although it is not a leader in the industry
compared to such large national companies, it does feel, however, that the
internet can be a great equalizer. The internet gives smaller businesses such a
PC Universe the ability to compete more equally with larger businesses because
it allows equal access to customers wherever they are located.

To achieve its objective, the key elements of its strategy include the
following:

o Build the PC Universe Brand.

29
<PAGE>

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. These include 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 Provide an Excellent Online Shopping Experience

PC Universe has included compelling content to allow customers to enjoy
their visit to its website and make more informed purchase decisions. Its
website offers a broad range of computer and software products. PC Universe
believes that shopping at PCUdirect.com offers attractive benefits to
customers, including

o Convenience
o Ease of use
o A broad selection
o In-depth product information and content
o 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 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 website 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.

30
<PAGE>

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, it generally ships 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

PC Universe does not maintain traditional stores. Instead, all sales are made
through its in house sales force.

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.

31
<PAGE>

PC Universe believes 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, it sells 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, it repairs defective products as per
the manufacturers' warranty and are reimbursed for our services by the
manufacturer involved.

It also does network design and installation and upgrades.

o It designs the network.
o It gathers all the products necessary for the network.
o It charges for the labor, by the hour at its 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.

In 1996, PC Universe 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 it sells. 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, it maintains a $300,000 line of credit
with Ingram.

It also maintains a $50,000 line of credit with Tech Data, another of the
largest wholesalers of brand name computer equipment, although it has no
agreement with Tech Data.

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<PAGE>

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 website. 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

o Inventory quantities
o Inventory location
o Shipping status
o Shipper tracking numbers
o The estimated time of arrival for back-ordered products

Its website 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. PC
Universe 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.

Growth of the Internet and E-Commerce
-------------------------------------

PC Universe is expanding its operations to market products on the internet at
its website PCUdirect.com. The market for selling computer hardware and software
products on the internet is in the early stages of development. PC Universe is a
small part of this market.

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

o The increasing number of personal computers in homes and offices
o Technological advancements that provide easier, faster and cheaper access to
the internet
o 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.

33
<PAGE>

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.

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

o Unlimited shelf space
o Worldwide geographic reach for potential customers
o Customer convenience
o Significant flexibility with regard to vendor promotion and cross-
merchandising opportunities, 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 websites. 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.

34
<PAGE>

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 websites.

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 websites, 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.

Principal Markets

The primary markets for sales and service are mainly 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.

35
<PAGE>

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.
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.

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<PAGE>

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.

It also strives to keep customers informed concerning the status of their
orders. It automatically sends 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. It is planning Web-based
support, which will include a chat function. It anticipates 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 website 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. PC Universe also believes it 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

o Redundant internet connections to multiple first-tier internet access
points
o A secure physical environment
o Climate control
o Redundant power
o State of the art fire suspension systems

37
<PAGE>

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. 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

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<PAGE>

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 websites 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

o Brand recognition
o Price
o Product selection
o Customer service
o Value-added services
o 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, PC Universe is a relatively small
player in the market and 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.

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<PAGE>

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. It relies 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, PC
Universe.com, PC Universe 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

It is 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

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<PAGE>

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 September 30,
2000 are as follows:

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

--------------------- ---------- ---------------------------------
--------------------- ---------- ---------------------------------
Anthony McPherson 43 Controller
--------------------- ---------- ---------------------------------
--------------------- ---------- ---------------------------------
Joshua Spranger 40 Service Manager
--------------------- ---------- ---------------------------------

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.

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<PAGE>

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)

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<PAGE>

Board Composition

Directors serve for the a 1 year term

PC Universe's 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

It has no employment agreement with or key person insurance on any of our
officers or directors.

It has 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.

It issued no options to officers or directors in 1999 or 2000.

Board Compensation

Its 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.

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<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth ownership of PC Universe's common stock as
of September 30, 2000 by

o Each shareholder known 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>
<CAPTION>
----------------------------------- ------------------------- --------------------- -------------------
<S> <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.

o Tom Livia is disclaiming ownership of 75,000 shares owned by Thomas
Livia (father), 75,000 shares owned by Maryanne Livia (sister), and
75,000 shares owned by Concetta Livia (mother).

o Steven Zolotsky is disclaiming ownership of 10,000 shares owned by
Pamela Hauser (sister), 10,000 shares owned by Lori Zinkin (sister),
5,000 shares owned by Kiele Hauser (niece), 5,000 shares owned by
Zenika Hauser (niece), 5,000 shares owned by Samantha Zinkin (niece),
5,000 shares owned by Jason Hauser (nephew), and 5,000 shares owned by
Lawrence Hauser (nephew).

o Gary Stern is disclaiming ownership of 5,000 shares owned by Phyllis
Stern (mother), 5,000 shares owned by Sy Stern (father) and 5,000
shares owned by Cynthia Stern (sister)

This table is based upon information derived from PC Universe stock records.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, it believes 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
September 30, 2000 and 9,000,000 shares outstanding after the merger closes. The
table assumes none of the outstanding options are exercised.

44
<PAGE>

DESCRIPTION OF PC UNIVERSE CAPITAL STOCK

--------------------------------------- ----------------------------------------
Authorized capital stock Shares of capital stock outstanding
------------------------ -----------------------------------
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
100,000,000 shares of common stock 8,550,000 shares of common stock
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
10,000,000 shares of preferred stock No shares of preferred stock
--------------------------------------- ----------------------------------------

Common stock

PC Universe is authorized to issue 100,000,000 shares of $.0001 par common
stock. As of September 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.
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

PC Universe has issued certain options to two investors, Lambo Investments, Ltd.
and JB Brown, Ltd. These options will be exchanged for options of First Irving
having the same terms on a one-for-one basis when the merger closes.

The option agreements with Lambo Investments, Ltd. and JB Brown, Ltd. provide
they may purchase shares from PC Universe as follows:
<TABLE>
<CAPTION>
--------------------------------- ------------------------ ---------------------
<S> <C> <C>
When Number of Shares Price per Share
--------------------------------- ------------------------ ---------------------
--------------------------------- ------------------------ ---------------------
First calendar month after first 75,000 $3.00
trade on bulletin board

--------------------------------- ------------------------- --------------------
</TABLE>
First Irving has agreed to register the shares underlying these options on Form
SB-2, which will be filed before the effective date of this registration
statement. PC Universe intends to have the surviving corporation use all funds
from the exercise of these options to exercise the options that First Irving
currently has with Mr. Williams and Mr. Rill on an equal basis from each.

45
<PAGE>

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.

FIRST IRVING STRATEGIC GROUP'S BUSINESS

First Irving was organized as a corporation under the laws of the state of
Florida in September 1999 for the purpose of completing an acquisition of a
private company that had made a decision to go public via a reverse merger with
a shell before they contacted principals of First Irving.

One of First Irving's founders, Michael T. Williams, is a securities
attorney. He currently limits his practice primarily to the preparation, filing
and clearing of SEC registration statements. In the late 1990's, several
companies approached Mr. Williams law firm and asked for representation in
transactions that involved a merger with a traditional public shell company. Mr.
Williams law firm always explained the potential problems in these kinds of
transactions as it had described to Mr. Livia.

Although Mr. Williams' firm clearly felt that a going public transaction
had merit for smaller companies that weren't IPO candidates, it felt the
traditional reverse merger with a public shell transaction structure didn't.
Initially, Mr. Williams' firm tried to explain to small business owners that a
reverse merger wasn't necessary for them to go public; a selling shareholder
registration statement would accomplish the same purpose. His firm quickly
encountered an unanticipated problem - small business owners were not interested
in discussing other alternatives for going public. Like PC Universe, these
companies had already made up their mind that a reverse merger with a shell was
the only way they were going to utilize to go public. As a consequence, Mr.
Williams' law practice stagnated.

In order to rejuvenate his law practice, Mr. Williams decided to study what
leading business consultants advised in this kind of situation. He first turned
to successful entrepreneurs in other businesses. Carl Sewell, one of the largest
and most successful luxury car dealers in the country, wrote a best-selling
business book titled Customers For Life. Here is his First Commandment of
Customer Service:

o Ask customers what they want and give it to them again and again.

Mr. Williams then looked to Ken Blanchard, chairman of The Ken Blanchard
Companies, who is the co-author of The One Minute Manager and 11 other
best-selling books. His books have combined sales of more than 12 million copies
in more than 25 languages. In How To Make Customers Raving Fans, Blanchard
advised that there are three secrets to creating raving fans:

o Determine what you want to do
o Discover what the customer wants to do
o Deliver plus one percent.

Mr. Williams knew what he wanted to do: Continue to earn legal fees
practicing securities law. He had discovered what the customer wanted to do: Go
public using a reverse merger with a shell. Mr. Williams' firm decided to form
and represent companies that would deliver that "product." This would give
private companies a transaction structure that involved a merger with a shell.
But his firm wanted the companies it formed and represented to do what Blanchard
suggested and deliver the "plus one percent." To Mr. Williams, that meant not
using a traditional shell or a traditional reverse merger transaction structure,
because there was no way to eliminate all the problems he saw in that
transaction structure.

His law firm decided tha t the way to deliver the "plus one percent product"
that Blanchard referred to was to create companies that would use an entirely
new transaction structure to take companies public through a reverse merger. Mr.
Williams' firm started by forming from scratch shell companies for himself and
for others. These would be brand new companies with no assets or operations.
They would not have any of what Mr. Williams' firm felt were the problems of
traditional shell transactions. These companies his firm represented would be
the vehicle to take companies public by using the registration statements the
SEC prescribes for use in merger transactions.

At first, Mr. Williams' firm decided to try to create the shells using a
Rule 419 offering. But as the process really wasn't intended to raise money,
this proved too cumbersome. Next, his firm formed and filed Form 10's for ten
blank check shell companies. This, too, became cumbersome, so the firm formed
blank check companies that didn't file Form 10's. As business has expanded, this
process, too, has now become too cumbersome, and Mr. Williams' firm has decided
it will no longer form or represent blank check companies. Instead, it will now
form and represent acquisition companies only after the acquisition candidate
has been identified.

Using this transaction structure, Mr. Williams' firm will be representing
companies that:

o Meet the requirements of investors, shareholders and management of
smaller companies that want, indeed demand, to go public through a
reverse merger.

o These people want a reverse merger transaction. They want only a
reverse merger transaction and nothing else. This transaction structure
will provide them with the opportunity to go public through a reverse
merger with a shell.

o Satisfy the new requirements in the regulatory environment for
successfully going public.

o With recent regulatory changes, there are now two alternatives
available to do a reverse merger in a way that meets the NASD's legal
requirement for securing a listing on the over the counter bulletin
board.

o Merge with a trading shell and file a Form 8-K
o Merge with a non-trading shell and become a mandatory SEC
reporting company.

Mr. Williams' firm will not be involved in representing
companies that utilize the first method, for all the reasons
described above.

But remember, these transactions always start with the
requirement that they must be structured as a reverse merger
with a shell. It seemed to Mr. Williams' firm that if the
transaction had to structured as a merger, the companies
it represents should use the registration statement the SEC
prescribes for issuance of shares in a merger transaction:
Form S-4. After all, this form contains the same disclosure as
other available alternative forms of registration statements.
But Form S-4 is the most logical choice. Mr. Williams firm
reasoned: Do a merger; use the form of registration statement
the SEC prescribes for issuance of shares in a merger.

Mr. Williams' firm also thought, which has since been proven
to be correct, that going public by registering shares issued
in a merger under on Form S-4 would be a simpler process to
explain, on behalf of the companies it represented, to
investors, shareholders and management of private companies
that want to go public through a reverse merger with a shell.
Mr. Williams' firm tells these people:

o You want to go public by merging with a shell.
o You want the transaction to be done in a way that complies fully with
all federal securities laws, rules and regulations.
o To achieve your objective, you have to become an SEC reporting company
in the process.
o If you don't, you can't get listed on the over the counter bulletin
board.
o That means the transaction has to involve the filing and clearing of a
registration statement with the SEC before you can become listed for
trading.
o Companies we represent use the form the SEC prescribes for a
registration statement involving a merger.
o We file and clear this registration statement with the SEC.
o We close the merger.
o The NASD processes and approves the market maker's Form 211 filing.
o You have now successfully gone public. You are a public, listed and
trading company.

Mr. Williams' firm has found that this explanation makes it
much easier for these individuals to understand the process
being proposed.

A Form S-4 filing, coupled with a Form 8-A for companies with less than
300 shareholders in order to meet the mandatory reporting requirement,
meets all the NASD's legal requirement for successfully going public
through a reverse merger with a shell.

First Irving Strategic Group is not currently a company that is listed for
trading on the over the counter bulletin board. Before securing approval of an
application to be listed on the over the counter bulletin board, this
registration statement must be declared effective. Public Securities, an NASD
market maker, has agreed to file a form 211 to secure a listing on the over the
counter bulletin board for the surviving company.

First Irving is not currently a company which is listed for trading on the
over-the-counter bulletin board. Before securing approval of an application to
be listed on the over-the-counter bulletin board, this registration statement
must be declared effective. Public Securities, an NASD market maker, has agreed
to file a form 211 to secure a listing on the over-the-counter bulletin board
for the surviving company.

Operations

First Irving does 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 First Irving.

Employees

It presently has no employees. Its officer and directors are engaged in outside
business activities.

Selected Financial Data
<TABLE>
<CAPTION>

------------------------- ---------------------------------- -------------------------------
September 30, 2000 (unaudited) December 31, 1999 (unaudited)
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
<S> <C> <C>
Total assets $0 $0
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
Total liabilities 0 0
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
Equity 0 0
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
Income 50,000 0
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
Expenses 50,000 0
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
Net loss 79 79
------------------------- ---------------------------------- -------------------------------
------------------------- ---------------------------------- -------------------------------
Net loss per share 0 0
------------------------- ---------------------------------- -------------------------------
</TABLE>

Properties

First Irving is 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. It at present owns no equipment, and does 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 First Irving's common stock as of September 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>
<CAPTION>
---------------------------- --------------------- --------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Name Number of Shares Percentage Number of Shares Percentage after
---- ----------------- ----------- ----------------- ----------------
Pre-Merger(1) before merger Post-Merger (2) 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>

47
<PAGE>

This table is based upon information derived from First Irving's stock
records. Unless otherwise indicated in the footnotes to this table and subject
to community property laws where applicable, it believes 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 2,000,000 shares of common stock outstanding as of
September 30, 2000.

(1) Of these 225,000 shares, 197,000 shares owned in the absolute discretionary
account of Michael Williams and Donna Williams, his wife, as tenants by the
entireties. All sales decisions will be made exclusively by Mark Caron,
Account Executive, Raymond James and Associates or his successor.

The remaining shares are owned as follows:

o 2,000 shares owned by Brandon Williams revocable trust. Brandon is the
son of Mr. and Mrs. Williams.
o 24,000 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.
o 2,000 shares owned by one employee of Mr. Williams' law firm.

These shares were gifted by Mr. Williams to these individuals and
entity on the date of formation of First Irving. To the extent
First Irving as the successor corporation exercises its option
with Mr. Williams described in note 2 below and elsewhere in this
prospectus, the owners of these shares have agreed to return the
shares which need to be transferred pursuant to this option to Mr.
Williams for no consideration.

In connection with the merger, First Irving agreed to effect a reverse
split so that Mr. Williams' fully discretionary account, plus related family and
employee, and Mr. Rill will each own 225,000 shares prior to the closing of the
merger. Mr. Williams has agreed to return sufficient shares such that those
owned by his family and employee will not be affected. However, after the merger
closes, these shares will be subject to a repurchase option with the surviving
company.

(2) There are option agreements with Mr. Williams and Mr. Rill which provide
that First Irving, currently and as the surviving corporation, may purchase
the shares retained by Mr. Williams and Mr. Rill, equally from each, after
the closing of the merger as follows:

--------------------------------- ------------------------ ---------------------
When Number of Shares Price per Share
--------------------------------- ------------------------ ---------------------
--------------------------------- ------------------------ ---------------------
First calendar month after first 225,000 $1.00
trade on bulletin board

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

48
<PAGE>

Any shares not purchased within these time periods will be retained by Mr.
Williams and Mr. Rill.

Mr. Williams and Mr. Rill may be deemed First Irving's 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 First
Irving's directors and executive officer, who will resign upon the closing of
the PC Universe merger. Our directors and executive officer were elected to
their positions in September, 1999.

Name Age Title

Michael T. Williams 51 President, Treasurer and Director
Rob Rill 29 Director

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. Originally his practice was a business and securities practice until
mid 1992, when he also commenced a personal injury practice. In September 1997,
he closed the personal injury practice and returned full time to a business and
securities 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. Williams has formed a number of acquisition companies similar to First
Irving for himself and others. Currently, 6 other of such companies have filed
registration statements similar to this registration statement with the SEC. He
is a principal and/or attorney for 14 similar acquisition companies that have
filed registration statements under the 1934 Act and for one which has filed a
registration statement under the 1933 Act. Others of his acquisition companies
have not entered into any acquisition agreement or filed any registration
statement under either Act. None of these other reporting or non-reporting
acquisition companies may ever enter into merger agreements as he has in the
past and currently intends to form for himself and others acquisition companies
only after an acquisition candidate has been identified. Ten of these companies
have entered into preliminary merger agreements for these kind of transactions.

Mr. Robert A. Rill is the President/Director of both Strategic Funding Inc.
and Strategic Capital Advisors. He started both companies in late 1996 . Funding
specializes in sub prime lending and Capital advisors in consulting. 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 year ended December 31, 2000, by its executive officer.

49
<PAGE>

Summary Compensation Table
<TABLE>
<CAPTION>
Name and Principal Position Annual Compensation - 2000
--------------------------- --------------------------
<S> <C> <C> <C>
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 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. First Irving believes this fee to be as
favorable as could have been obtained from an unaffiliated party.

In connection with the merger, First Irving Strategic Group agreed to effect a
reverse split so that Mr. Williams' account, plus 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

First Irving is not a party to or aware of any pending or threatened lawsuits
or other legal actions.

Indemnification of Directors and Officer

First Irving's 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 they
operate and the economy. Florida law limits directors' liability.

First Irving has agreed to indemnify its directors, meaning that it will
pay for damages they incur for properly acting as directors.

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.

DESCRIPTION OF FIRST IRVING STRATEGIC GROUP'S CAPITAL STOCK
<TABLE>
<CAPTION>
-------------------- ------------------------------- -------------------------------------
<S> <C> <C>
Authorized Capital Stock Shares Of Capital Stock Outstanding
-------------------- ------------------------------- -------------------------------------
-------------------- ------------------------------- -------------------------------------
Common 50,000,000 1,000,000
-------------------- ------------------------------- -------------------------------------
-------------------- ------------------------------- -------------------------------------
Preferred 20,000,000 none
-------------------- ------------------------------- -------------------------------------
</TABLE>
Common stock

First Irving is authorized to issue 50,000,000 shares of no par common
stock. As of September 30, 2000, there were 2,000,000 shares of common stock
outstanding held of record by 15 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.

50
<PAGE>

Preferred stock

First Irving is authorized to issue 20,000,000 shares of preferred stock. There
are no shares of preferred stock outstanding. It currently has no plans to issue
any shares of preferred stock.

Dividends

First Irving has never paid any dividends and does not expect to do so after the
closing of the merger and thereafter for the foreseeable future.

Transfer Agent And Registrar

First Irving is 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. Thus,
it will be a subject to the reporting requirements of the Exchange Act during
the year in which this registration statement is declared effective. Thereafter,
it will continue to be subject to these requirements by filing a registration
statement to register its class of common stock under section 12 of the Exchange
Act on Form 8-A. 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... 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.

51
<PAGE>

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 September 30, 2000 and for
the periods ended December 31, 1999 and December 31, 1998 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 a director of and owns 1,000,000
shares pre merger and directly or beneficially 225,000 shares post merger of the
stock of First Irving Strategic Group.

<PAGE>

APPENDIX

607.1301 Dissenters' rights; definitions.-- The following definitions apply to
ss. 607.1302 and 607.1320:

(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.

(2) "Fair value," with respect to a dissenter's shares, means the value of
the shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.

(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on which
the corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104 , the day prior to the date on which a copy of
the plan of merger was mailed to each shareholder of record of the subsidiary
corporation.

07.1302 Right of shareholders to dissent.--

(1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his or her shares in the event of, any of
the following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a party:

1. If the shareholder is entitled to vote on the merger, or

2. If the corporation is a subsidiary that is merged with its parent under s.
607.1104, and the shareholders would have been entitled to vote on action taken,
except for the applicability of s. 607.1104;

52
<PAGE>

(b) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202 , including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;

(d) Consummation of a plan of share exchange to which the corporation is a
party as the corporation the shares of which will be acquired, if the
shareholder is entitled to vote on the plan;

(e) Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if such amendment would adversely affect
such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his or her
shares;

2. Altering or abolishing the voting rights pertaining to any of his or her
shares, except as such rights may be affected by the voting rights of new shares
then being authorized of any existing or new class or series of shares;

3. Effecting an exchange, cancellation, or reclassification of any of his or her
shares, when such exchange, cancellation, or reclassification would alter or
abolish the shareholder's voting rights or alter his or her percentage of equity
in the corporation, or effecting a reduction or cancellation of accrued
dividends or other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of the shareholder's redeemable
shares, altering or abolishing any provision relating to any sinking fund for
the redemption or purchase of any of his or her shares, or making any of his or
her shares subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of the
shareholder's preferred shares which had theretofore been
cumulative;

6. Reducing the stated dividend preference of any of the shareholder's
preferred shares; or

7. Reducing any stated preferential amount payable on any of the shareholder's
preferred shares upon voluntary or involuntary liquidation; or

(f) Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and obtain
payment for his or her shares.

(2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his or her shares which are
adversely affected by the amendment.

(3) A shareholder may dissent as to less than all the shares registered in
his or her name. In that event, the shareholder's rights shall be determined as
if the shares as to which he or she has dissented and his or her other shares
were registered in the names of different shareholders.

(4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger or share exchange or a proposed
sale or exchange of property, to the holders of shares of any class or series
which, on the record date fixed to determine the shareholders entitled to vote
at the meeting of shareholders at which such action is to be acted upon or to
consent to any such action without a meeting, were either registered on a
national securities exchange or designated as a national market system security
on an interdealer quotation system by the National Association of Securities
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.

53
<PAGE>

(4) A shareholder entitled to dissent and obtain payment for his or her
shares under this section may not challenge the corporate action creating his or
her entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

607.1320 Procedure for exercise of dissenters' rights.--

(1)(a) If a proposed corporate action creating dissenters' rights under s.
607.1302 is submitted to a vote at a shareholders' meeting, the meeting notice
shall state that shareholders are or may be entitled to assert dissenters'
rights and be accompanied by a copy of ss. 607.1301, 607.1302, and 607.1320. A
shareholder who wishes to assert dissenters' rights shall:

1. Deliver to the corporation before the vote is taken written notice of the
shareholder's intent to demand payment for his or her shares if the proposed
action is effectuated, and

2. Not vote his or her shares in favor of the proposed action. A proxy or vote
against the proposed action does not constitute such a notice of intent to
demand payment.

(b) If proposed corporate action creating dissenters' rights under s.
607.1302 is effectuated by written consent without a meeting, the corporation
shall deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for the shareholder's written consent or, if
such a request is not made, within 10 days after the date the corporation
received written consents without a meeting from the requisite number of
shareholders necessary to authorize the action.

(2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or
adoption of the plan of merger, as the case may be, to each shareholder who
filed a notice of intent to demand payment for his or her shares pursuant to
paragraph (1)(a) or, in the case of action authorized by written consent, to
each shareholder, excepting any who voted for, or consented in writing to, the
proposed action.

(3) Within 20 days after the giving of notice to him or her, any
shareholder who elects to dissent shall file with the corporation a notice of
such 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. Any shareholder failing to file such
election to dissent within the period set forth shall be bound by the terms of
the proposed corporate action. Any shareholder filing an election to dissent
shall deposit his or her certificates for certificated shares with the
corporation simultaneously with the filing of the election to dissent. The
corporation may restrict the transfer of uncertificated shares from the date the
shareholder's election to dissent is filed with the corporation.

(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his
or her shares. After such offer, no such notice of election may be withdrawn
unless the corporation consents thereto. However, the right of such shareholder
to be paid the fair value of his or her shares shall cease, and the shareholder
shall be reinstated to have all his or her rights as a shareholder as of the
filing of his or her notice of election, including any intervening preemptive
rights and the right to payment of any intervening dividend or other
distribution or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in the interim,
if:

54
<PAGE>

(a) Such demand is withdrawn as provided in this section;

(b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such action;

(c) No demand or petition for the determination of fair value by a court
has been made or filed within the time provided in this section; or

(d) A court of competent jurisdiction determines that such shareholder is
not entitled to the relief provided by this section.

(5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value for
such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such notice
and offer shall be accompanied by:

(a) A balance sheet of the corporation, the shares of which the dissenting
shareholder holds, as of the latest available date and not more than 12 months
prior to the making of such offer; and

(b) A profit and loss statement of such corporation for the 12-month period
ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.

(6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his or her shares shall be made within 90 days
after the making of such offer or the consummation of the proposed action,
whichever is later. Upon payment of the agreed value, the dissenting shareholder
shall cease to have any interest in such shares.

(7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting shareholder,
as to whom the corporation requests the court to make such determination, is
entitled to receive payment for his or her shares. If the corporation fails to

55
<PAGE>

institute the proceeding as herein provided, any dissenting shareholder may do
so in the name of the corporation. All dissenting shareholders (whether or not
residents of this state), other than shareholders who have agreed with the
corporation as to the value of their shares, shall be made parties to the
proceeding as an action against their shares. The corporation shall serve a copy
of the initial pleading in such proceeding upon each dissenting shareholder who
is a resident of this state in the manner provided by law for the service of a
summons and complaint and upon each nonresident dissenting shareholder either by
registered or certified mail and publication or in such other manner as is
permitted by law. The jurisdiction of the court is plenary and exclusive. All
shareholders who are proper parties to the proceeding are entitled to judgment
against the corporation for the amount of the fair value of their shares. The
court may, if it so elects, appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. The appraisers
shall have such power and authority as is specified in the order of their
appointment or an amendment thereof. The corporation shall pay each dissenting
shareholder the amount found to be due him or her within 10 days after final
determination of the proceedings. Upon payment of the judgment, the dissenting
shareholder shall cease to have any interest in such shares.

(8) The judgment may, at the discretion of the court, include a fair rate
of interest, to be determined by the court.

(9) The costs and expenses of any such proceeding shall be determined by
the court and shall be assessed against the corporation, but all or any part of
such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that the action of such shareholders in failing to accept
such offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds
the amount which the corporation offered to pay therefor or if no offer was
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.

(10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as
provided in this section, may be held and disposed of by such corporation as
authorized but unissued shares of the corporation, except that, in the case of a
merger, they may be held and disposed of as the plan of merger otherwise
provides. The shares of the surviving corporation into which the shares of such
dissenting shareholders would have been converted had they assented to the
merger shall have the status of authorized but unissued shares of the surviving
corporation.

56
<PAGE>

PC UNIVERSE, INC.

FINANCIAL STATEMENTS

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

57
<PAGE>

PC UNIVERSE, INC.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

Balance Sheets

Income Statements

Statements of Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements

58
<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
September 30, 2000 and 1999 and the related statements of income, stockholders'
equity, and cash flows for the nine 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.

/s/ Grassano Accounting, P.A.

Boca Raton, Florida
June 9, 2000 - Audits
November 2, 2000 - Reviews

59
<PAGE>

PC UNIVERSE, INC.
BALANCE SHEETS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
ASSETS

September 30 December 31
2000 1999 1999 1998
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS

Cash $ 166,306 $ 37,107 $ 199,888 $ 724,139
Accounts Receivable 1,707,382 1,074,548 849,660 719,126
Inventory 323,229 312,133 238,471 129,918
Prepaid Expenses and Advances 22,491 11,521 16,207 2,427
Due from Officers 10,167

TOTAL CURRENT ASSETS 2,229,575 1,435,309 1,304,226 1,575,610

PROPERTY AND EQUIPMENT

Computer Equipment and Software 90,669 78,304 90,668 77,754
Furniture and Office Equipment 32,192 30,292 30,292 29,259
Vehicle 6,304 6,304 6,304 6,304
Leasehold Improvements 4,858 4,858 4,858 4,273
134,023 119,758 132,122 117,590

Less: Accumulated Depreciation 100,409 77,375 84,278 59,125

NET PROPERTY AND EQUIPMENT 33,614 42,383 47,844 58,465

OTHER ASSETS

Organization Costs (Less: Accumulated

Amortization of $28,359 and $22,492 at

September 30, 2000 and 1999, $23,959 and

$18,092 at Dec. 31, 1999 and 1998) 975 6,842 5,375 11,242
Security Deposits 85,515 87,411 87,411 86,360
TOTAL OTHER ASSETS 86,490 94,253 92,786 97,602

TOTAL ASSETS $ 2,349,679 $ 1,571,945 $ 1,444,856 $ 1,731,677
================ ================ ================ ================
=============== ================ ================ ================

60
<PAGE>

LIABILITIES & STOCKHOLDERS' EQUITY

September 30 December 31
2000 1999
(Unaudited) (Unaudited) 1999 1998

CURRENT LIABILITIES

Accounts Payable $ 747,938 $ 327,609 $ 234,090 $ 337,112
Note Payable-Line of Credit 1,028,505 870,383 823,556 482,114
Accrued Expenses 113,744 38,251 42,280 27,807
Customer Deposits 58,761 38,298 55,249 82,771

TOTAL CURRENT LIABILITIES 1,948,948 1,274,541 1,155,175 929,804

STOCKHOLDERS' EQUITY

Common Stock, $0.0001 Par Value,

100,000,000 Shares Authorized,

9,000,000 Shares Issued and

Outstanding for 2000; $1 Par Value,

7,500 Shares Authorized, 400 Shares

Issued, 300 Shares Outstanding

for 1999 and 1998 900 400 400 400
Additional Paid in Capital 563,610 199,600 199,600 199,600
Stock Subscriptions Receivable (300,000)

Treasury Stock (89,000) (89,000) (89,000)

Retained Earnings 136,221 186,404 178,681 690,873

TOTAL STOCKHOLDERS' EQUITY 400,731 297,404 289,681 801,873

TOTAL LIABILITIES &

STOCKHOLDERS' EQUITY $ 2,349,679 $ 1,571,945 $ 1,444,856 $ 1,731,677
================ ================ ================= =================
================ ================ ================= =================

The accompanying Notes to Financial Statements are an integral part
of these Financial Statements.
</TABLE>

61
<PAGE>

PC UNIVERSE, INC.
INCOME STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

For the 9 Mths Ended For the Years Ended
September 30 December 31
2000 1999
(Unaudited) (Unaudited) 1999 1998
<S> <C> <C> <C> <C>

SALES $ 9,083,745 $ 6,719,675 $ 8,870,654 $ 9,755,167

COST OF SALES 7,899,213 5,915,824 7,734,912 7,362,705

GROSS PROFIT 1,184,532 803,851 1,135,742 2,392,462

OPERATING EXPENSES

Selling 202,884 144,510 195,993 546,069
General 789,841 722,657 962,668 1,356,372
Administrative 68,143 55,991 65,925 183,491

TOTAL OPERATING

EXPENSES 1,060,868 923,158 1,224,586 2,085,932

INCOME (LOSS) FROM

OPERATIONS 123,664 (119,307) (88,844) 306,530

OTHER INCOME AND EXPENSE

Miscellaneous Income 47,283 157,275 128,631 1,791,473

Interest Income 62

Interest Expense (29,897) (17,438) (26,979)
Merger Consultant (153,510)

TOTAL OTHER

INCOME (EXPENSE) (136,124) 139,837 101,652 1,791,535

NET INCOME (LOSS)

BEFORE PROVISION FOR

INCOME TAXES (12,460) 20,530 12,808 2,098,065

PROVISION FOR

INCOME TAXES 4,700 3,200 792,150

NET INCOME (LOSS) $ (12,460) $ 15,830 $ 9,608 $ ,305,915
================ =============== ============== ===============
================ =============== ============== ===============

BASIC NET INCOME

(LOSS) PER SHARE $ (0.002) $ 0.003 $ 0.002 $ 0.276
================ =============== ============== ===============
================ =============== ============== ===============

BASIC WEIGHTED AVERAGE

COMMON SHARES

OUTSTANDING 6,170,365 4,740,000 4,740,000 4,740,000
================ =============== ============== ===============
================ =============== ============== ===============

The accompanying Notes to Financial Statements are an integral part
of these Financial Statements.
</TABLE>

62
<PAGE>

PC UNIVERSE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

Retained Total
Number of Additional Stock Earnings Stockholders'
Shares Common Paid In Subscriptions Treasury (Accumulated Equity
Common Stock Capital Receivable Stock Deficit) (Deficit)
---------- -------- --------- ------------------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>

Balance at Dec. 31, 1997 400 $ 400 $ 199,600 $ (89,000) $ (6,192) $ 104,808

Distributions to stockholders (1,401,000) (1,401,000)

Net Income (No income tax) 2,098,065 2,098,065
---------- -------- --------- ---------- ---------- ----------- -----------

Balance at Dec. 31, 1998 400 400 199,600 (89,000) 690,873 801,873

Distributions to stockholders (525,000) (525,000)

Net Income (No income tax) 12,808 12,808
---------- -------- --------- ---------- ---------- ----------- -----------

Balance at Dec. 31, 1999 400 400 199,600 (89,000) 178,681 289,681

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 1,290,000 129 153,381 153,510

Distributions to
Stockholders (30,000) (30,000)

Issuance of 450,000 shares of
common stock to exchange
for common stock of First
Irving Strategic Group, In 450,000 45 (45)

Net Loss (Unaudited) (12,460) (12,460)
---------- -------- --------- ---------- ---------- ----------- -----------

Balance at September 30, 2000
(Unaudited) 9,000,000 $ 900 $ 563,610 $ (300,000) $ $ 136,221 $ 400,731
========== ======== ========= ========== ========== =========== ===========

The accompanying Notes to Financial Statements are an integral part
of these Financial Statements.

</TABLE>

63
<PAGE>

For the 9 Mths Ended For the Years Ended
September 30 December 31
2000 1999
(Unaudited) (Unaudited) 1999 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING

ACTIVITIES:

Net Income (Loss) $ (12,460) $ 20,530 $ 12,808 $ 2,098,065

Adjustments to Reconcile Net Income

to Net Cash Provided by (Used in)

Operating Activities

Depreciation and Amortization 20,531 22,650 31,020 31,184
Issuance of Stock to Merger Consultant 153,510
Increase in Accounts Receivable (857,722) (355,422) (130,534) (302,246)
Decrease (Increase) in Inventory (84,758) (182,215) (108,553) 234,938

Decrease (Increase) in Prepaid

Expenses and Advances (6,284) (9,094) (13,780) 16,337
Decrease (Increase) in Security Deposits 1,896 (1,050) (1,051) (68,654)

Increase (Decrease) in

Accounts Payable 513,848 (9,503) (103,022) (329,870)

Increase (Decrease) in Accrued

Expenses 71,464 10,444 14,473 15,971
Decrease in Customer Deposits 3,512 (44,473) (27,522) (32,221)

NET CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES (196,463) (548,133) (326,161) 1,663,504

CASH FLOWS FROM INVESTING

ACTIVITIES:

Loan Advances to Officers (10,167)
Purchases of Property and Equipment (1,901) (2,168) (14,532) (28,477)

NET CASH USED IN

INVESTING ACTIVITIES (12,068) (2,168) (14,532) (28,477)

CASH FLOWS FROM FINANCING

ACTIVITIES:

Proceeds from (payments on) Note

Payable-Line of Credit, net 204,949 388,269 341,442 482,114
Distributions to Stockholders (30,000) (525,000) (525,000) (1,401,000)

NET CASH USED IN

FINANCING ACTIVITIES 174,949 (136,731) (183,558) (918,886)

NET INCREASE (DECREASE) IN CASH (33,582) (687,032) (524,251) 716,141
CASH, BEGINNING OF PERIOD 199,888 724,139 724,139 7,998
CASH, END OF PERIOD $ 166,306 $ 37,107 $ 199,888 $ 724,139
============== =============== =============== ===============
============== =============== =============== ===============

SUPPLEMENTAL DISCLOSURES OF CASH

FLOW INFORMATION

Cash paid during the period for:

Interest $ 29,897 $ 17,438 $ 26,979 $ -
============== =============== =============== ===============
============== =============== =============== ===============
Income Taxes $ - $ - $ - $ -
============== =============== =============== ===============
============== =============== =============== ===============

The accompanying Notes to Financial Statements are an integral pat
of these Financial Statements.
</TABLE>

64
<PAGE>

PC UNIVERSE, INC.
NOTES TO FINANCIAL STATEMENTS

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.

Impairment of Long-Lived Assets
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," issued by the Financial Accounting Standards Board,
establishes new guidelines regarding when impairment losses on
long-lived assets, which include property and equipment and certain
identifiable intangible assets and goodwill, should be recognized and
how impairment losses should be measured. The adoption of this standard
had no material effect on the Company's financial position or results
of operations.

Revenue Recognition
The Company conducts its business in regards to product sales in the
following manner. The order is taken from the customer. The procurement
department checks for availability, first in the Company's warehouse
and then, if necessary, in the warehouse of various distributors,
taking into consideration price and proximity to the final destination
of the product. If the product is in inventory, the customer is
charged, the product is shipped, and the sale is complete. If, as is
most usually the case, the product is purchased from a distributor, the
customer is charged by the Company, the order is drop shipped directly
to the customer, and the sale is complete. In either case, the Company
has full control of the sale, charges the customer's credit card or
bills their account, and receives no special commission back from the
distributor. The Company assumes all responsibility for the transaction
with the customer.

65
<PAGE>

The customer has a right to return the merchandise purchased within
fifteen days from the date of the sale. The Company adjusts each
month's sales for any returns made within the first two weeks of the
succeeding month. These returns represent an immaterial amount each
month.

The Company conducts its business in regards to its service department
in three basic ways. The first being the simplest is non-warranty
repair of hardware. In these cases, a customer will bring his computer
to the Company's service center or request an on-site call from one of
the Company's technicians. The product will be fixed and the customer
will be billed for parts and time of labor. The second is warranty
repair which is basically the same except rather than the customer
being billed, the appropriate paper work must be filled out with the
manufacturer for reimbursement. The third is support which is again
billed directly to the customer. Support includes software support,
network installation and upgrades. The billing is usually done at the
completion of a job. The only exception to this is in the case of our
"block time" customers. "Block time" is the term the Company uses for
the sale of service hours in advance, and usually at a discount, to the
Company's corporate customers. Service revenue represents less than 10%
of the total revenue.

Miscellaneous Income
Miscellaneous income consists of income from sales of liquidated lots
of merchandise and miscellaneous adjustments. For the year ended
December 31, 1998, $1,758,160 of the miscellaneous income represents
the sales of a special information base that was developed by the
Company.

Advertising
Costs associated with advertising are expensed in the year incurred.
Advertising expenses were $103,602, $60,394, $85,530 and $396,188 for
the nine months ending on September 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. Also, during the year 2000, $53,250 was expended
on a website which was abandoned.

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 September
30, 1999 and December 31, 1998. The income taxes for the above periods
were shown on a proforma basis and do not affect retained earnings.

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 nine months ended September
30, 2000; however, there are no timing differences.

66
<PAGE>

Earnings Per Share
The Company presents "basic" earnings (loss) per share and, if
applicable, "diluted" earnings per share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, Earnings Per Share
("SFAS 128"). Basic earnings (loss) per share is calculated by dividing
net income or loss by the weighted average number of shares outstanding
during each period. The calculation of diluted earnings (loss) per
share is similar to that of basic earnings per share, except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if all potentially dilutive
common shares, such as those issuable upon the exercise of stock
options of under other agreements, had been issued during the period.
The shares were numbered as though the June 30, 2000 stock split
occurred on January 1, 1998.

Diluted per share amounts have not been presented in the accompanying
consolidated statements of operations because the Company did not have
any agreements during the periods ended September 30, 2000, December
31, 1999 and 1998 that could have resulted in the issuance of
additional common shares.

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.

67
<PAGE>

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. The merger will not close unless the registration statement is
effective under the Securities Act and the merger qualifies as a
tax-free reorganization under Section 368 of the Internal Revenue Code.

NOTE 3 - DUE FROM OFFICERS

During the nine months ending September 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. As of September
30, 2000, due from officers had been reduced to a balance of $10,167.

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 $22,535
and $14,934 in the nine months ending September 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
$1,028,505 and $870,383 at September 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. 450,000 shares of the Company's
common stock were issued and exchanged for the 450,000 shares of First.

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.

Stock Options

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<PAGE>

Under a stock option plan dated June 30, 2000, the Company will
purchase the 450,000 shares of common stock owned by the former
stockholders of First. When the merger closes, the Company can
purchase: 225,000 shares at $1.00 per share during the first calendar
month after the Company's first trade on the Bulletin Board, 150,000
shares at $1.50 per share during the second calendar month, and 75,000
shares at $2.00 per share during the third calendar month. Any shares
not purchased within these time periods will be retained by First's
former stockholders.

To fund the above plan, the Company issued stock options to two
investors. When the merger closes, the two investors can purchase:
75,000 shares at $3.00 per share during the first calendar month after
the Company's first trade on the Bulletin Board, 50,000 shares at $4.50
per share during the second calendar month, and 25,000 shares at $6.00
per share during the third calendar month.

<TABLE>
<CAPTION>
For the 9 Mths Ended For the Years Ended
September 30 December 31
2000 1999 1999 1998
<S> <C> <C> <C> <C>
Federal
Current Provision $ - $ 3,550 $ 2,520 $ 676,600
Deferred - - - -
- 3,550 2,520 676,600

State
Current Provision - 1,150 680 115,550
Deferred - - - -
- 1,150 680 115,550

Total $ - $ 4,700 $ 3,200 $ 792,150
============= ============= ============ ==============
============= ============= ============ ==============
</TABLE>

NOTE 6 - PROVISION FOR INCOME TAXES

The provision for income taxes consists of the following:

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 have expired and are on a
monthly basis. The Company plans to consolidate the Boca Raton offices
into one location in early 2001; however, negotiations for the new
space had not been concluded as of the date of this report.

69
<PAGE>

<TABLE>
<CAPTION>
First Irving Strategic Group, Inc.

PROSPECTUS

Table of Contents
<S> <C>
SUMMARY.....................................................................................................................4
-------
RISK FACTORS................................................................................................................7
------------
MERGER APPROVALS...........................................................................................................12
----------------
MERGER TRANSACTION.........................................................................................................12
------------------
PC UNIVERSE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........................24
-------------------------------------------------------------------------------------------------
PC UNIVERSE BUSINESS.......................................................................................................26
--------------------
PC UNIVERSE MANAGEMENT.....................................................................................................40
----------------------
RELATED PARTY TRANSACTIONS WITH DIRECTORS, OFFICERS AND 5% STOCKHOLDERS....................................................42
-----------------------------------------------------------------------
PRINCIPAL STOCKHOLDERS.....................................................................................................43
----------------------
DESCRIPTION OF PC UNIVERSE CAPITAL STOCK...................................................................................44
----------------------------------------
FIRST IRVING STRATEGIC GROUP'S BUSINESS....................................................................................45
---------------------------------------
DESCRIPTION OF FIRST IRVING STRATEGIC GROUP'S CAPITAL STOCK................................................................49
-----------------------------------------------------------
COMPARISON OF RIGHTS OF FIRST IRVING STRATEGIC GROUP STOCKHOLDERS AND PC UNIVERSE SHAREHOLDERS.............................50
----------------------------------------------------------------------------------------------
AVAILABLE INFORMATION......................................................................................................50
---------------------
EXPERTS....................................................................................................................51
-------
LEGAL MATTERS..............................................................................................................51
-------------
</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

70
<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.

71
<PAGE>

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

72
<PAGE>

1. Contracts with Ingram Micro*
2. Financing documents with Finova Capital*
3. Promissory note from Gary Stern*
4. JB Brown Stock Option Agreement
5. Lambo Investments, Ltd. Stock Option Agreement
6. Michael T. Williams Stock Option Agreement
7. Robert Rill Stock Option Agreement

Item 15

1. Letter re unaudited interim financial information.*

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).*

* Previously filed
** to be filed by Amendment

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

(1) Information pertaining to our common stock is contained in our Articles
of Incorporation and By-Laws.

73
<PAGE>

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.

4.Respond to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

74
<PAGE>

5.Supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.

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 Tampa , State of Florida,
on December 18, 2000.

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.

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