Control Share Acquisitions. Pursuant to Sections 78.378 to 78.3793 of the NGCL, an “acquiring person” who acquires a “controlling interest” in an “issuing corporation” may not exercise voting rights on any “control shares” unless such voting rights are conferred by a majority vote of the disinterested stockholders of the issuing corporation at a special meeting of such stockholders held upon the request and at the expense of the acquiring person. In the event that the control shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any stockholder, other than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of his or her shares, and the corporation must comply with the demand. For purposes of the above provisions, “acquiring person” means (subject to certain exceptions) any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. “Controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority and/or (iii) a majority or more of the voting power of the issuing corporation in the election of directors. Voting rights must be conferred by a majority of the disinterested stockholders as each threshold is reached and/or exceeded. “Control shares” means those outstanding voting shares of an issuing corporation that an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person became an acquiring person. “Issuing corporation” means a corporation which is organized in Nevada, has 200 or more stockholders (at least 100 of whom are stockholders of record and residents of Nevada) and does business in Nevada directly or through an affiliated corporation. The above provisions do not apply if the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that said provisions do not apply. As noted above, the Articles and Bylaws do not exclude the Company from the restrictions imposed by such provisions.

Certain Business Combinations. Sections 78.411 to 78.444 of the NGCL restrict the ability of a “resident domestic corporation” to engage in any combination with an “interested stockholder” for three years after the interested stockholder’s date of acquiring the shares that cause such stockholder to become an interested stockholder, unless the combination or the purchase of shares by the interested stockholder on the interested stockholder’s date of acquiring the shares that cause such stockholder to become an interested stockholder is approved by the board of directors of the resident domestic corporation before that date. If the combination was not previously approved, the interested stockholder may effect a combination after the three-year period only if such stockholder receives approval from a majority of the disinterested shares or the offer meets certain fair price criteria. For purposes of the above provisions, “resident domestic corporation” means a Nevada public corporation that has 200 or more stockholders. “Interested stockholder” means any person, other than the resident domestic corporation or its subsidiaries, who is (i) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the resident domestic corporation or (ii) an affiliate or associate of the resident domestic corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the resident domestic corporation. The above provisions do not apply to corporations that so elect in a charter amendment approved by a majority of the disinterested shares. Such a charter amendment, however, would not become effective for 18 months after its passage and would apply only to stock acquisitions occurring after its effective date. As noted above, the Articles and Bylaws do not exclude the Company from the restrictions imposed by such provisions.

Rights and Options. Section 78.200 of the NGCL provides that a corporation may create and issue, whether in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options for the purchase of shares of stock of any class of the corporation, to be evidenced by such instrument as is approved by the board of directors. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price at which, any such shares may be purchased from the corporation upon the exercise of any such right or option must be fixed and stated in the Articles or in a resolution adopted by the board of directors providing for the creation and issuance of such rights or options, and, in every case, set forth or incorporated by reference in the instrument evidencing the rights or options.

Directors’ Duties. Section 78.138 of the NGCL allows directors and officers, in exercising their respective powers with a view to the interests of the corporation, to consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state and the nation, the interests of the community and of society and the long and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. Directors may resist a change or potential change in control if the directors, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of the interests set forth above or if the board has reasonable grounds to believe that, within a reasonable time, the debt created as a result of the change in control would cause the assets of the corporation or any successor to be less than the liabilities or would render the corporation or any successor insolvent or would lead to bankruptcy proceedings.

-18-

================================================================================
REFERRAL FINANCE.COM CORPORATION                                       Page
--------------------------------                                     --------

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

Balance Sheet of March 31, 2000 ......................................  F-2

Statement of Income
for period February 17, 2000 to March 31, 2000 .......................  F-3

Statement of Change in Stockholders' Equity
for period February 17, 2000 to March 31, 2000 .......................  F-4

Statement of Cash Flows
for period February 17, 2000 to March 31, 2000 .......................  F-5

Notes to Financial Statements ........................................  F-6

--------------------------------------------------------------------------------
REFERRAL HOLDINGS CORPORATION
-----------------------------

Consolidated Balance Sheet
as of September 30, 2000 (Unaudited) .................................  F-8

Consolidated Statement of Operations
for six month period ended September 30, 2000 (unaudited) ............  F-9

Changes in Stockholders' Equity
for six month period ended September 30, 2000 (Unaudited) ............  F-10

Consolidated Statements of Cash Flows
for six month period ended September 30, 2000 (unaudited) ............  F-11

Notes to Financial Statements ........................................  F-12
================================================================================

                                      F-1

                        REFERRAL FINANCE.COM CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEET

                                 MARCH 31, 2000



CURRENT ASSETS

Cash                                           $    50,452
                                               ------------
    Total Current Assets                       $    50,452

INVESTMENTS                                      1,470,000
                                               ------------

        TOTAL ASSETS                           $ 1,520,452
                                               ============

CURRENT LIABILITIES

Note Payable                                   $    50,000
                                               ------------
   Total Current Liabilities                        50,000
                                               ------------

DEFERRED TAX LIABILITY                             355,000
                                               ------------

        TOTAL LIABILITIES                          405,000

STOCKHOLDERS' EQUITY

Preferred stoc, 20,000,000 shares
  no par authorized, 4,150,000
  shares issued and outstanding                  1,117,030

Common stock, 100,000,000 shares
  no par authorized, 4,850,000
  shares issued and outstanding                        970

Deficit accumulated during the
  development stage                                 (2,548)
                                               ------------

   Total Stockholders' Equity                    1,115,452
                                               ------------
        TOTAL LIABILITIES
         AND STOCKHOLDER'S EQUITY              $ 1,520,452
                                               ============


                                      F-2

                        REFERRAL FINANCE.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                               STATEMENT OF INCOME

                  FOR THE PERIOD FEBRUARY 17, 2000 (INCEPTION)
                               TO MARCH 31, 2000


                                        INCEPTION TO
                                       MARCH 31, 2000
                                        (DEVELOPMENT
                                           STAGE)
                                      ================


REVENUE                                 $      -0-
                                        -----------
EXPENSES
   Health insurance                          2,548
                                        -----------
      Total Expenses                         2,548
                                        -----------
NET LOSS                                $   (2,548)
                                        ===========




                                      F-3

                        REFERRAL FINANCE.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                  FOR THE PERIOD FEBRUARY 17, 2000 (INCEPTION)
                                TO MARCH 31, 2000
                                                                                                    DEFICIT
                                                                                                  ACCUMULATED
                                                                                                    DURING
                                               PREFERRED STOCK               COMMON STOCK         DEVELOPMENT
                                            AMOUNT         SHARES        AMOUNT         SHARES       STAGE          TOTAL
                                          ------------  ------------   ------------  ------------  ----------   ------------

Balance as of February 17, 2000           $        -0-           -0-   $        -0-           -0-  $      -0-   $        -0-

  Issuance of stock for cash                    2,030         1,015            970   $ 4,850,000          -0-         3,000

  Issuance of stock for securities (1)      1,115,000     4,148,985             -0-          -0-          -0-     1,115,000

  Net loss                                        -0-           -0-             -0-          -0-       (2,548)       (2,548)
                                          ------------  ------------    -----------  -----------    ----------  ------------
Balance as of March 31, 2000              $ 1,117,030     4,150,000     $      970   $ 4,850,000    $  (2,548)  $ 1,115,452
                                          ============  ============    ===========  ===========    ==========  ============



                                      F-4

                        REFERRAL FINANCE.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

                  FOR THE PERIOD FEBRUARY 17, 2000 (INCEPTION)
                                TO MARCH 31, 2000


                                                INCEPTION TO
                                                MARCH 31, 2000
                                                (DEVELOPMENT
                                                   STAGE)
                                                ==============

CASH FLOWS FROM OPERATING ACTIVITIES

   Net Loss                                     $      (2,548)
                                                --------------
   NET CASH (USED) BY OPERATING ACTIVITIES             (2,548)
                                                --------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Capital Contributed                                  3,000
   Proceeds from issuance of debt                      50,000
                                                --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES              53,000

NET INCREASE IN CASH                                   50,552

CASH, BEGINNING OF PERIOD                                 -0-
                                                --------------
CASH, END OF PERIOD                             $      50,452
                                                ==============

NON CASH TRANSACTION DISCLOSURE:

A shareholder contributed 1,050,000 shares of stock in Austin Funding.com
Corporation valued at 1,470,000 in exchange for 4,150,000 shares of Referral
Finance.com Corporation Preferred stock.



                                      F-5

                        REFERRAL FINANCE.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1:  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  DESCRIPTION OF BUSINESS

     Referral Finance.com  Corporation (Company) is a Wyoming corporation in the
     development stage. The Company was formed to create a nationwide network of
     retail loan branches that provide residential  mortgages,  consumer lending
     and Small Business Administration loans.

  ESTIMATES

     The  preparation of the financial  statements in accordance  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the  reported  amounts of assets and  liabilities.
     Actual results could differ from those estimates.

  PREFERRED STOCK

     Preferred stock has a liquidation preference of $1 per share and each share
     may be converted to 1 share of common stock. Preferred stock is entitled to
     the  number of votes  equal to the  number of shares of common  stock  into
     which the  preferred  shares could be  converted  and has a senior right of
     dividend payment.


NOTE 2:  INVESTMENTS

     Investments  consist  of  available-for-sale  shares in a  publicly  traded
     company. These shares are thinly traded and constitute approximately of the
     total  outstanding  shares.  A 65 percent discount has been recorded in the
     financial statements.


NOTE 3:  NOTE PAYABLE - RELATED PARTY

     The Company has a note payable,  dated March 30, 2000, to  stockholder  for
     $50,000.  The note matures  June 30, 2000 and is payable in full  including
     interest of 8%. The note is unsecured.

NOTE 4:  DEFERRED TAX LIABLITY

     The  non-current  deferred  tax  liablility  of  $355,000  results  from  a
     $1,420,000  difference  in the basis of  contributed  stock  for  financial
     reporting  purposes and federal  income tax  purposes,  at an estimated tax
     rate of 25%.

NOTE 5:  COMMITMENTS

     The  Company is  oligated  under an  operating lease for office  equipment.
     Future minimum lease payments are as follows:

                Twelve month period
                  ended March 31
                -------------------

                     2001                  $  4,644
                     2002                     4,644
                     2003                     4,644
                                           ---------
                      TOTAL                $ 13,932







                                      F-6

                         REFERRAL HOLDINGS CORPORATION
                  (FORMERLY REFERRAL FINANCE.COM CORPORATION)
                                    AND ITS
                            WHOLLY-OWNED SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
          FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
                               AND MARCH 31, 2000


                                                   (Unaudited)
                                                  SEP 30, 2000     MAR 31, 2000
          ASSETS                                  ============     ============
Current Assets:
Checking/Savings
     Wells Fargo Checking                             $(2,268)         $50,452
Accounts Receivable
     Mortgages                                      1,004,630                0
Other Current Assets
     Deposits with Warehouse Lines                      5,000                0
Total Current Assets                                1,007,361           50,452
                                                  ------------    -------------
Other Assets:
Investments
     Notes Receivable                                  46,469                0
     Marketable Securities                          1,470,000        1,470,000
     Mkt Securities - Adjustment                     (945,000)               0
Total Investments                                     571,469        1,470,000
               TOTAL ASSETS                        $1,578,830        1,520,452
                                                  ============    =============
          LIABILITIES AND EQUITY
Current Liabilities:
     Shareholder Loan #1                               19,313           50,000
     Shareholder Loan #2                               18,799                0
     Sterling Warehouse Line                          984,704                0
Total Current Liabilities                           1,022,815           50,000
Long Term Liabilities:
     Deferred Tax Liability                           105,000          355,000
                                                 ------------    -------------
Total Long Term Liabilities                           105,000          355,000
                                                 ------------    -------------
               TOTAL LIABILITIES                    1,127,815          405,000
Equity:
     Common Stock                                      50,970              970
     Capital Contributed                               63,700                0
     Preferred Stock                                1,117,030        1,117,030
     Unrealized Decrease - Mkt Securities            (695,000)               0
Total Equity Before Net Income                        536,700        1,118,000

     Conversion of All Classes of Stock              (536,700)               0
     Referral Holdings Commons Stock                  536,700                0
     Net Income                                       (85,685)          (2,548)
Total Equity                                          451,015        1,115,452
               TOTAL LIABILITIES AND EQUITY         1,578,830        1,520,452
                                                 ============    =============



                                      F-8

                          REFERRAL HOLDINGS CORPORATION
                   (FORMERLY REFERRAL FINANCE.COM CORPORATION)
                         AND ITS WHOLLY-OWNED SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
         AND THE PERIOD FEBRUARY 17, 2000 (INCEPTION) TO MARCH 31, 2000


                                      (Unaudited)
                                  September 30, 2000          March 31, 2000
                                  ==================          ==============

SALES                                  $56,582                      $0

COST OF SALES                           58,437                       0
                                     ----------                --------
GROSS PROFIT                            (1,585)                      0
                                     ----------                --------
SELLING AND ADMINISTRATIVE
     Advertising                           514                       0
     Appraisals                          1,025                       0
     Bank Service Charges                  483
     Books & Periodicals                   518                       0
     Copier Lease                          155                       0
     Credit Reports                        191                       0
     Dues and Subscriptions              3,109                       0
     Employee Leasing Expense              270                       0
     Equipment Rental                    1,078                       0
     Filing Fees                           300                       0
     Health Insurance                    6,020                   2,548
     Fidelity - E & O Insurance          2,465                       0
     Key Man Insurance                     700                       0
     Office Equipment Lease                876                       0
     Licenses and Permits                1,000                       0
     Office Supplies                     1,794                       0
     Overnight Charges                     478                       0
     Payroll Taxes                         863                       0
     Wages                               2,277                       0
     Postage and Delivery                   42                       0
     Pre-Loan Costs                        440                       0
     Printing and Reproduction           5,811                       0
     Accounting Fees                     5,325                       0
     Consulting Fees                    18,429                       0
     Legal Fees                          6,058                       0
     Rent                                4,595                       0
     Equipment Repairs                   2,000                       0
     Seminars                              150                       0
     Telephone Expense                   8,508                       0
     Meals                                 877                       0
     Travel                              4,119                       0
     Typing Services                       250                       0
     Warehouse Interest Expense            832                       0
                                     ----------              ----------
Total Selling and Administrative       $81,552                  $2,548
                                     ==========              ==========
NET INCOME (LOSS)                     ($83,137)                ($2,548)
                                     ==========              ==========
EARNINGS (LOSS) PER SHARE            ($0.00400)              ($0.00013)
                                     ==========              ==========



                                      F-9

                                           REFERRAL HOLDINGS CORPORATION
                                    (FORMERLY REFERRAL FINANCE.COM CORPORATION)
                                          AND ITS WHOLLY-OWNED SUBSIDIARY

                                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                           FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
                          AND THE PERIOD FEBRUARY 17, 2000 (INCEPTION) TO MARCH 31, 2000

                                                                                            Additional   Retained
                                         Preferred Stock            Common Stock              Paid-in     Earnings        TOTAL
                                      Amount         Shares       Amount         Shares        Capital    (Deficit)
                                      ======         ======       ======         ======        =======    =========

Balance as of February                       0             0            0              0            0            0              0
17, 2000
Issuance of stock for cash               2,030         1,015          970      4,850,000            0            0
Issuance of stock for securities     1,115,000     4,148,985            0              0            0            0      1,115,000
Net loss                                     0             0            0              0            0        2,548          2,548

Balance as of March 31, 2000         1,117,030     4,150,000          970      4,850,000            0        2,548      1,115,452

Issued 50,000 common shares -                0             0       50,000         50,000       63,700            0        113,700
June 2000
Unrealized Decrease in value of              0             0            0              0            0     (695,000)      (695,000)
Marketable Securities
Conversion of preferred stock        1,117,030     4,150,000       50,970      4,900,000       63,700            0      1,231,700
and common stock to parent RF
Holdings - September 2000
Net Income (Loss)                            0             0            0              0            0      (85,685)       (85,685)
                                  ============  ============ ============  =============  =========== ============ ==============
                                             0             0   19,700,000      1,231,700            0     (780,685)       451,015
                                  ============  ============ ============  =============  =========== ============ ==============



                                      F-10

                                           REFERRAL HOLDINGS CORPORATION
                                    (FORMERLY REFERRAL FINANCE.COM CORPORATION)
                                          AND ITS WHOLLY-OWNED SUBSIDIARY

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
                          AND THE PERIOD FEBRUARY 17, 2000 (INCEPTION) TO MARCH 31, 2000


                                                                 (Unaudited)
                                                             September 30, 2000          March 31, 2000
                                                             ==================          ==============
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                             -83,137                     -2548

     Adjustments to reconcile net income to net cash
     provided (used) by operating activities:
          (Increase) decrease in receivables                     1,004,630                         0
          (Increase) decrease in other receivables                 (46,469)                        0
          (Increase) decrease in deposits                           (5,000)                        0
          (Increase) decrease in market value of securities        945,000                         0
          Increase (decrease) in deferred tax liabilities         (250,000)                        0
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                  (444,236)                        0

CASH FLOWS FROM FINANCING ACTIVITIES
          Capital Contributed                                       63,700                     3,000
          Proceeds from issuance of debt                            18,799                    50,000
          Principal payments on debt                               (30,687)                        0
          Net borrowings on line of credit                         984,704                         0
          Unrealized Decrease - Marketable Securities             (695,000)                        0
          Conversion of debt to common stock                        50,000                         0
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                   391,516                    53,000

NET INCREASE (DECREASE) IN CASH                                   ($52,720)                  $50,452
CASH, Beginning of Year or Period                                  $50,452                        $0
CASH, End of Year or Period                                        ($2,268)                  $50,452




                                      F-11

                                           REFERRAL HOLDINGS CORPORATION
                                          AND ITS WHOLLY-OWNED SUBSIDIARY

                                    (FORMERLY REFERRAL FINANCE.COM CORPORATION)

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: Summary of Significant Accounting Policies

Nature of Business

Referrral Holdings Corporation ("RHC" was incorporated in Nevada as a subsidiary of Innovation
International, Inc. (Innovation).

On September 15, 2000, Innovation's Board of Directors authorized the pro-rata distribution to its
shareholders of 1,600,000 shares of the $.001 par value common stock and 1,600,000 common stock
purchase warrants. Effective with the approval of that ("spin-off" ) distribution, and thea cquisition
described below, RHC became separate from and was no longer a subsidiary of Innovation.

On September 20, 2000, the authorized capital stock of RHC consists of 100,000,000 shares of common
stock, par value of o ne tenth of a cent ($.001) per share, and 5,000,000 shares of preferred stock, par
value of one tenth of a cent ($.001). Consideration in the acquisition of RFC included the issuance of
19,700,00 common shares to the former shareholders of RFC.

RHC, through its subsidiary RFC, is engaged in the business of buying, selling, and servicing real estate
mortgages to secondary markets.

ACCOUNTING BASIS

RHC prepares its financial statements on the accrual basis of accounting.

BASIS OF PRESENTATION

The accompanying balance sheets as of September 30, 2000, and statements of income and cash flows for
the six months ended September 30, 2000, include the accounts of RHC and RFC.



                                      F-12

Item 1.     INDEX TO AND DESCRIPTION OF EXHIBITS


Exhibit No                      Description
----------                      -----------

   2                            Reorganization Plan and Agreement
                                by and among Innovation International,
                                Inc., Referral Holdings, Inc., Referral
                                Finance.com Corporation and Glenn
                                A. La Pointe, individually dated
                                as of September 20, 2000

   3(i)                         Articles of Incorporation
                                and Amendments

   3(ii)                        Bylaws of the Company

   10                           Employment Agreement
                                between RFC and Glen A. La Pointe

   23                           Consent of Sprouse & Winn, LLP

   27                           Financial Data Schedule

                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Company has caused  this  registration  statement  to be signed on behalf of the
undersigned thereunto authorized this 2nd day of January, 2001.


                                          REFERRAL HOLDINGS CORPORATION


                                      By: /s/ Glenn A. Lapointe
                                          -------------------------------------
                                          President and Chief Executive Officer


                                      By: /s/ David C. Farrar
                                          -------------------------------------
                                          Chief Financial Officer