PRINTONTHENET COM INC
8-K, 2000-01-14
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    December 30, 1999

                             PRINTONTHENET.COM, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

           000-14614                                       65-0896930
- --------------------------------------------------------------------------------
    (Commission File Number)                   (IRS Employer Identification No.)

4491 South State Road 7, Suite 200, Fort Lauderdale, Florida           33314
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone no. including area code:        (800) 446-4753
                                                       --------------

                                 NET LNNX, INC.
           ---------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 2.  Acquisition or Disposition of Assets
         ------------------------------------

         On December 30, 1999, PrintOnTheNet.com, Inc. (the "Company" or "POTN")
completed its acquisition of PrintAmerica Interactive, Inc. ("PrintAmerica") in
a transaction (the "Acquisition") in which all of PrintAmerica's outstanding
common stock (1,000 shares) was acquired for one million shares of unregistered
common stock of the Company. The sellers executed a non compete agreement in
connection with the Acquisition, and also agreed to an 18 month lock up
agreement on the Company's common stock. The Acquisition will be recorded
similar to a pooling of interests for accounting purposes since 100% of the
common stock of PrintAmerica is owned by the parents of brothers Benjamin
Rogatinsky and Samuel Rogatinsky, who collectively own approximately 85% of the
common stock of the Company. Benjamin Rogatinsky is the Chief Executive Officer
and a Director of the Company, and Samuel Rogatinsky is the President and a
Director of the Company. Additionally, Ben Rogatinsky and Sam Rogatinsky had
served as President and Vice President, respectively, of PrintAmerica.
PrintAmerica will be merged into the Company shortly following the Acquisition.
In connection with the Acquisition, the Company obtained an independent
valuation of PrintAmerica.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         ------------------------------------------------------------------

FINANCIAL STATEMENTS

(a)      Financial Statements of Businesses Acquired

         The following audited financial statements of PrintAmerica as of and
for the year and period ended December 31, 1998 and 1997, respectively, are
provided herein:

         (1)      Independent Auditor's Report for the year ended December 31,
                  1998

         (2)      Balance Sheet as of December 31, 1998

         (3)      Statement of Operations for the year ended December 31, 1998

         (4)      Statement of Shareholders' Equity for the year ended December
                  31, 1998

         (5)      Statement of Cash Flows for the year ended December 31, 1998

         (6)      Notes to Financial Statements for the year ended December 31,
                  1998

         (7)      Independent Auditor's Report for the period from July 30, 1997
                  (Inception) through December 31, 1997

         (8)      Balance Sheet as of December 31, 1997

         (9)      Statement of Operations for the period from July 30, 1997
                  (Inception) through December 31, 1997

         (10)     Statement of Shareholders' Equity for the period from July 30,
                  1997 (Inception) through December 31, 1997

         (11)     Statement of Cash Flows for the period from July 30, 1997
                  (Inception) through December 31, 1997

         (12)     Notes to Financial Statements for the period from July 30,
                  1997 (Inception) through December 31, 1997

                                       2
<PAGE>

         The following unaudited financial statements of PrintAmerica as of and
for the nine month interim periods ended September 30, 1999 and 1998 are
provided herein:

         (1)      Balance Sheets as of September 30, 1999 and 1998

         (2)      Statements of Operations for the nine month periods ended
                  September 30, 1999 and 1998

         (3)      Statement of Shareholders' Equity for the nine month period
                  ended September 30, 1999

         (4)      Statement of Shareholders' Equity for the nine month period
                  ended September 30, 1998

         (5)      Statements of Cash Flows for the nine month periods ended
                  September 30, 1999 and 1998

         (6)      Notes to Financial Statements (Unaudited)

(b) Unaudited Pro Forma Financial Information

         (1)      Pro Forma Combined Condensed Balance Sheet as of September 30,
                  1999 (Unaudited)

         (2)      Pro Forma Combined Condensed Statement of Operations for the
                  nine month period ended September 30, 1999 (Unaudited)

         (3)      Notes to Pro Forma Combined Condensed Financial Statements
                  (Unaudited)

(c)      Exhibit No. Exhibit

         2        Stock Purchase Agreement By and Among PrintOnTheNet.com, Inc.
                  and Reuben and Shulamit Rogatinsky as Tenants by the
                  Entireties.

                                       3
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
PrintAmerica Interactive, Inc.

I have audited the accompanying balance sheet of PrintAmerica Interactive, Inc.
(a Florida corporation) as of December 31, 1998, and the related statements of
operations, shareholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of PrintAmerica Interactive, Inc. as
of December 31, 1998, and the results of operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

Esteban Brown CPA, PA

Miami, Florida

December 17, 1999


                                       4
<PAGE>

PrintAmerica Interactive, Inc.

BALANCE SHEET
================================================================================
================================================================================
December 31, 1998
- --------------------------------------------------------------------------------

ASSETS

CURRENT ASSETS
   Cash restricted (Note 2)                                             $ 45,181
   Accounts receivable (Note 2)                                           19,997
   Inventory (Note 3)                                                    124,325
   Prepaid insurance                                                       4,509
- --------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                               194,012
- --------------------------------------------------------------------------------


PROPERTY AND EQUIPMENT, NET (NOTE 4)                                     394,739
- --------------------------------------------------------------------------------

OTHER ASSETS
   Intangible assets, net (Note 5,9)                                     377,182
   Deposits                                                                5,898
- --------------------------------------------------------------------------------
      TOTAL OTHER ASSETS                                                 383,080
- --------------------------------------------------------------------------------

TOTAL ASSETS                                                            $971,831
================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable, current portion (Note 6,9)                             $ 95,711
  Bank overdraft                                                          14,586
  Accounts payable (Note 8)                                              205,180
  Accrued expenses                                                        17,266
  Income taxes payable (Note 7)                                           10,673
- --------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                          343,416
- --------------------------------------------------------------------------------

LONG-TERM LIABILITIES
   Deferred taxes (Notes 7)                                               12,884
   Notes payable long-term (Note 6,9)                                    384,177
- --------------------------------------------------------------------------------
      TOTAL LONG-TERM LIABILITIES                                        397,061
- --------------------------------------------------------------------------------

COMMITMENTS (NOTE 2,10)

SHAREHOLDERS' EQUITY
   Common stock, par value $1.00, 1,000 shares authorized
      issued and oustanding (Note 11)                                      1,000
   Paid-in capital (Note 8)                                              158,498
   Retained earnings                                                      71,856
- --------------------------------------------------------------------------------
      TOTAL SHAREHOLDERS' EQUITY                                         231,354
- --------------------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $971,831
================================================================================
See Notes to Financial Statements

                                       5

<PAGE>

PrintAmerica Interactive, Inc.
STATEMENT OF INCOME
================================================================================
================================================================================
For the year ended December 31, 1998
- --------------------------------------------------------------------------------

REVENUES                                                             $ 1,512,807

COST OF SALES                                                            905,580
- --------------------------------------------------------------------------------

     GROSS PROFIT                                                        607,227
- --------------------------------------------------------------------------------

OPERATING EXPENSES

     General and administrative expenses                                 433,022
     Depreciation and amortization                                        61,843
- --------------------------------------------------------------------------------

TOTAL OPERATING EXPENSES                                                 484,865
- --------------------------------------------------------------------------------

INCOME FROM OPERATIONS                                                   122,362

INTEREST EXPENSE                                                          28,054
- --------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                94,308

PROVISION FOR INCOME TAXES                                                23,557
- --------------------------------------------------------------------------------

NET INCOME                                                           $    70,751
================================================================================
See Notes to Financial Statements

                                       6
<PAGE>

PrintAmerica Interactive, Inc.
STATEMENT OF SHAREHOLDERS' EQUITY
================================================================================
================================================================================
For the year ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             Additional                      Total
                                        Common Stock          Paid-in      Retained       Shareholders'
                                  Shares           Amount     Capital      Earnings          Equity
- -------------------------------------------------------------------------------------------------------
<S>                 <C> <C>       <C>             <C>         <C>           <C>              <C>
Balance at December 31, 1997      1,000           $ 1,000     $ 35,776      $ 1,105          37,881

Capital contributions               --                --        56,267          --           56,267

Value of services donated
  by related parties                --                --        66,455          --           66,455

Net Income                          --                --          --         70,751          70,751
- -------------------------------------------------------------------------------------------------------

Balance at December 31, 1998      1,000           $ 1,000     $158,498      $71,856         231,354

=======================================================================================================
=======================================================================================================
</TABLE>
See Notes to Financial Statements


                                       7
<PAGE>

PrintAmerica Interactive, Inc.

STATEMENT OF CASH FLOWS
================================================================================
================================================================================
For the year ended December 31, 1998
- --------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                         $ 70,751
    Adjustments to reconcile net income to net cash provided
    by operating activities:
        Depreciation and amortization                                    61,843
        Changes in operating assets and
        liabilites, net of effects of
        acquisitions:
            Restricted cash                                             (45,181)
            Accounts receivable                                          59,170
            Inventory                                                  (117,325)
            Prepaid insurance                                            (4,509)
            Bank overdraft                                               14,586
            Accounts payable                                             19,674
            Accrued expenses                                             16,931
            Income taxes payable                                         10,574
            Deferred taxes                                               12,983
- --------------------------------------------------------------------------------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES                          99,497
- --------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchases of property and equipment                             (103,698)
       Deposits                                                          (5,898)
       Net cash payments for acquisitions                               (40,000)
- --------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                  (149,596)
- --------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Capital contributions                                             56,267
       Value of services donated by related parties                      66,455
       Non interest bearing loans from affiliates                       358,775
       Repayment of non interest bearing loans from affiliates         (358,775)
       Principal repayments on notes payable                            (81,553)
- --------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                41,169
- --------------------------------------------------------------------------------

NET DECREASE IN CASH                                                     (8,930)

CASH - BEGINNING OF YEAR                                                  8,930
- --------------------------------------------------------------------------------

CASH - END OF YEAR                                                     $    --

================================================================================
See Notes to Financial Statements

                                       8
<PAGE>

PrintAmerica  Interactive, Inc.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
================================================================================
For the year ended December 31, 1998

Supplemental Disclosure of Cash Flow Information:

         Cash paid during the year for:

                 Interest                                              $ 28,054
                 Income taxes                                              --
            Non cash transactions:

                 Notes issued to acquire property                      $ 79,750
                 and equipment

================================================================================
See Notes to Financial Statements

                                       9
<PAGE>

PrintAmerica Interactive, Inc.

NOTES TO FINANCIAL STATEMENTS
================================================================================
================================================================================
For the year ended December 31, 1998
- --------------------------------------------------------------------------------

Note 1 - Nature of Operations and Significant Accounting Policies

         Nature of Operations

         PrintAmerica Interactive, Inc. (the "Company") specializes in quick
         printing in the South Florida area. The Company is a Florida
         corporation, and was established on July 30, 1997 as Budget Printing &
         Graphics, Inc., (BDP). On March 19, 1998, BDP changed its name to
         PrintAmerica Management Company, Inc., and again changed its name to
         PrintAmerica Interactive, Inc. on September 15, 1999.

         Revenue Recognition

         Revenue from sales of printed business materials is recognized upon
         shipment of product.

         Income Taxes

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. The effect on deferred tax assets and liabilities of a
         change in tax rates is recognized in income in the period that includes
         the enactment date. Valuation allowances are established when necessary
         to reduce deferred tax assets to the amount expected to be realized.
         Provision for income taxes is the tax payable or refundable for the
         period plus or minus the change during the period in deferred tax
         assets and liabilities.

         Inventory

         Inventory, consisting of printing supplies and work in process, is
         valued at the lower of cost or market value using the first-in
         first-out method.

         Property and Equipment

         Property and equipment are stated at cost. Depreciation is computed
         using the straight-line method, half-year convention, over the
         estimated useful lives of the assets.


                                       10
<PAGE>

         Valuation of Long-Lived Assets

         The Company recognizes impairment losses on impaired long-lived assets
         (property and equipment and intangible assets) based on the amount by
         which the carrying value exceeds the fair value of the long-lived
         asset. Fair value is determined by using a current market value
         modeling approach or by evaluating the current market value of the
         acquired business using fundamental analysis.

         Estimates

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

         Fair Value of Financial Instruments

         Cash, accounts receivables, accounts payable, debt, accrued expenses
         and other liabilities are carried at amounts which reasonably
         approximate their fair value due to the short-term nature of these
         amounts or due to variable rates of interest which are consistent with
         current market rates.

Note 2 - Accounts Receivable

         The Company is a party to an agreement (the "Agreement") with a bank
         (the "Bank") whereby the Company sells eligible accounts receivable to
         the Bank. The bank charges a service fee of 3.25% of the face amount of
         each invoice, and holds back 10% (the "holdback"), pending collection
         by the Bank of the invoice amount. When the invoice is collected by the
         Bank, the holdback is remitted to the Company. At the Banks discretion,
         accounts receivable remaining uncollected past ninety days are subject
         to repurchase by the Company. The Bank is secured and has filed a UCC
         financing statement covering all accounts receivable, inventory, and
         all other intangible and tangible assets of the Company, including the
         holdback, which amounted to $45,181 at December 31, 1998. Such holdback
         has been classified as cash restricted in the accompanying balance
         sheet. As of December 31, 1998, the Company sold $409,798 of accounts
         receivable (net of the holdback and the service fees) which the Company
         could be obligated to repurchase if the underlying accounts receivable
         are not collected by the Bank.

                                       11
<PAGE>

Note 3 - Inventory

         As of December 31, 1998, inventory consisted of the following.

                  Print materials and supplies                        $ 112,209
                  Work in process                                        12,116
                                                                      ---------

                  Total                                               $ 124,325
                                                                      =========

Note 4 - Property and Equipment

         As of December 31, 1998, property and equipment consisted of the
following.

<TABLE>
<CAPTION>
                                                                                 Estimated
                                                                                  Useful
                                                               Amount             Lives
                                                               ------             -----
<S>                                                           <C>              <C>
                  Manufacturing equipment                     $327,246         10-20 years
                  Office equipment                              19,019          3-10 years
                  Vehicle                                       10,230             5 years
                  Leasehold improvements                        52,378            10 years
                                                              --------

                  Total                                        408,873
                  Less accumulated depreciation                (14,134)
                                                              --------

                                                              $394,739
                                                              ========

</TABLE>

         Depreciation expense was $13,691 for the year ended December 31, 1998.

Note 5- Intangible assets

         As of December 31, 1998, intangible assets consisted of the following.

                  Excess of cost over assets acquired       $ 331,044
                  Non-compete agreements                      100,000
                                                            ---------

                                                              431,044

                  Less accumulated amortization               (53,862)
                                                            ---------
                                                            $ 377,182
                                                            =========
         Excess of cost over assets acquired and covenants not to compete are
         being amortized over ten years and periods from two to five years,
         respectively. Amortization expense was $48,152 for the year ended
         December 31, 1998.


                                       12
<PAGE>


Note 6- Notes Payable

<TABLE>
<CAPTION>
         The Company is a party to several promissory notes as follows:

         Acquisitions:

<S>      <C>                 <C>              <C>                                                <C>
         Note payable dated August 28, 1997, issued to acquire Kram Printing,
         Inc. Face value of $125,000, monthly principal and interest payment of
         $2,475 (interest at 7%) payable through July 2002                                       $  97,713

         Note payable dated March 16, 1998, issued to acquire RJ Menu Company
         Face value of $100,000, monthly principal and interest payment of
         $1,477 (interest at 6.5%) payable through February 2005                                    91,398

         Note payable dated March 16, 1998, issued to acquire
         Cloverleaf Printing, Inc. Face value of $151,000, monthly
         principal and interest payment of $1,715 (interest
         at 6.5%) based on a 10 year amortization period. Additional principal
         payments of $25,000 in April, 2000, $25,000 in April 2001, and final
         payment of $45,700 in April 2002                                                          142,753

         Note payable dated April 13, 1998, issued to acquire Denny
         Printing Corp. Face value of $70,000, monthly principal
         and interest payment of $1,386 (interest at 6.5%) payable through
         March 2003                                                                                 62,017

         Equipment purchases:

         Note payable dated October 24, 1998 for purchase of equipment. Face
         value of $51,750, monthly principal and interest payment $1,312
         (interest at 10%) payable through August 2002, secured by
         manufacturing equipment                                                                    49,084

         Note payable dated April 24, 1998 for purchase of equipment
         Face value of $28,000, monthly principal and interest payment
         of $905 (interest at 10%) payable through March 2000, secured by
         manufacturing equipment                                                                    21,746

         Assumption of note payable to GE Capital resulting from
         acquisition of Cloverleaf Printing Inc. Face value of $ 40,960,
         monthly principal and interest payment of $3,112
         (interest at 10%) payable through May 1999                                                 15,177
                                                                                                 ---------

          Total                                                                                    479,888
          Current portion                                                                         ( 95,711)
                                                                                                 ---------
          Long-term portion                                                                      $ 384,177
                                                                                                 =========
</TABLE>

                                       13
<PAGE>

         At December 31, 1998, aggregate maturities of notes payable were as
         follows:

         1999                                                 $  95,711
         2000                                                   112,996
         2001                                                   113,112
         2002                                                   114,861
         2003                                                    21,200
         Thereafter                                              22,008
                                                              ---------
                                                              $ 479,888
                                                              =========

Note 7 - Income Taxes

         As of December 31, 1998, the provision for income taxes consisted of
the following:

                  Current Federal income taxes                $  7,968
                  Current State income taxes                     2,705
                                                              --------
                                                              $ 10,673
                                                              ========

                  Deferred Federal income taxes               $ 10,676
                  Deferred State income taxes                    2,208
                                                              --------
                                                              $ 12,884
                                                              ========

                  Total income tax provision                  $ 23,557
                                                              ========


Note 8 - Related Parties

         The Company entered into a five year lease agreement with US Property
         Management, Inc, (a related party through common ownership), for one of
         its manufacturing facilities. The lease is at a fair market rate, and
         total rent expense related to the lease was $11,702 for the year ended
         December 31, 1998. US Property Management, Inc. did not require the
         Company to pay the amount due, and such amount was credited to paid-in
         capital.

         During the year ended December 31, 1998, the Company purchased $82,511
         of printing materials and printing services from National Lithographers
         & Publishers, Inc., ("National Lithographers") and Royal Industries,
         Inc., (both related parties through common ownership). Of this amount,
         $54,753 was credited to paid-in capital since National Lithographers
         did not require payment of such amount. The remaining balance of
         $27,758 of such purchases was included in accounts payable as of
         December 31, 1998.

         The Company leased its employees from National Payroll Services, Inc.,
         (a related party through common ownership). The amounts charged for
         salaries, wages and the related employment taxes and other benefits
         totaled $522,802 for the year ended December 31, 1998.

                                       14
<PAGE>

         During the year ended December 31, 1998, certain affiliates of the
         Company loaned cash (interest free) aggregating $358,775 to the Company
         and the Company repaid these loans to such affiliates.

         During the year ended December 31, 1998, the Company paid consulting
         fees of $41,000 to a party related to the owners of the Company.

Note 9 - Acquisitions

         During the year ended December 31, 1998, the Company purchased certain
         assets and liabilities and the operations of three South Florida quick
         print shops. Payment terms were as follows:

               o    RJ Menu Company was acquired on March 16, 1998. The purchase
                    price was $125,000, consisting of a cash payment of $25,000
                    and issuance of a promissory note for $100,000 payable over
                    7 years including interest at 6.5% per annum.
               o    Denny Printing, Inc. was acquired on April 13, 1998. The
                    purchase price was $100,000, consisting of a cash payment of
                    $30,000 and issuance of a promissory note for $70,000
                    payable over 5 years including interest at 7% per annum.
               o    Cloverleaf Printing, Inc. was acquired on March 16, 1998.
                    The purchase price was $151,000, consisting of a promissory
                    note payable based on a 10 year amortization period
                    including interest at 6.5% per annum, principal reductions
                    of $25,000 at the end of the second and third year, and a
                    final balloon payment for the remaining outstanding
                    principal balance at the end of year four. Additionally,
                    certain assets and liabilities of Cloverleaf were assumed.

         The acquisitions were accounted for under the purchase method resulting
         in the following aggregate allocation of purchase price:

<TABLE>
<CAPTION>
                              <S>                                                         <C>
                                 Cash acquired                                             $   15,000
                                 Accounts receivable acquired                                  63,298
                                 Inventory acquired                                             6,000
                                 Property, plant and equipment acquired                       235,700
                                 Non compete agreements                                        75,000
                                 Excess of cost over assets acquired                          212,044
                                 Assumption of debt and trade payables                       (231,042)
                                                                                              -------

                                 Total purchase price                                       $ 376,000
                                                                                            =========
</TABLE>

                                       15
<PAGE>

Note 10 - Commitments

         The Company is a party to several operating leases for facilities and
office equipment, as follows:

         Facilities:
          o    Five-year lease dated September 1, 1998 with initial annual rent
               of $32,970.
          o    Five-year lease dated August 28, 1997 with initial annual base
               rent of $9,000, and scheduled four percent (4%) increases for the
               next four years.
          o    Five-year lease dated March 1, 1998 with annual base rent of
               $10,800 for the first two years, $11,556 for the third and fourth
               years, and $12,360 for the last year. Subject to a five-year
               renewal option.

         Equipment:
          o    Three-year office equipment lease dated August 13, 1998 with
               monthly rental payments of $1,025.

         Minimum annual rents, including sales taxes, on these leases are as
follows.

                           1999                             $ 69,300
                           2000                               70,400
                           2001                               64,100
                           2002                               48,100
                           2003                               25,600
                                                            --------

                           Total                            $277,500
                                                            ========

          Total rent expense was $47,028 for such operating leases for the year
          ended December 31, 1998.

Note 11 - Subsequent event

         On December 30, 1999, the Company was acquired by PrintOnTheNet.com,
         Inc. ("POTN"), a publicly traded company. POTN issued one million
         shares of unregistered common stock for the outstanding common stock of
         the Company. The Company was owned by the parents of Ben Rogatinsky and
         Sam Rogatinsky, the founders and majority shareholders of POTN. Ben
         Rogatinsky and Sam Rogatinsky had served as president and vice
         president, respectively, of the Company.

                                       16
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
PrintAmerica Interactive, Inc.

I have audited the accompanying balance sheet of PrintAmerica Interactive, Inc.
(a Florida corporation) as of December 31, 1997, and the related statements of
operations, shareholders' equity, and cash flows for the period from July 30,
1997 (Inception) through December 31, 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of PrintAmerica Interactive, Inc. as
of December 31, 1997, and the results of operations and cash flows for the
period from July 30, 1997 (Inception) through December 31, 1997 in conformity
with generally accepted accounting principles.

Esteban Brown CPA, PA

Miami, Florida

December 17, 1999

                                       17
<PAGE>

PrintAmerica  Interactive, Inc.
BALANCE SHEET
================================================================================
================================================================================
December 31,1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS

CURRENT ASSETS
<S>                                                                                       <C>
      Cash                                                                                $   8,930
      Accounts receivable                                                                    15,869
      Inventory                                                                               1,000
- ----------------------------------------------------------------------------------------------------
          TOTAL CURRENT ASSETS                                                               25,799
- ----------------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT, NET (NOTE 2)                                                         17,282
- ----------------------------------------------------------------------------------------------------

OTHER  ASSETS
      Intangible assets, net (Note 3)                                                       138,290
- ----------------------------------------------------------------------------------------------------
          TOTAL OTHER  ASSETS                                                               138,290
- ----------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                              $ 181,371
====================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
      Note payable, current portion (Note 4, 7)                                           $  22,018
      Accounts payable (Note 6)                                                              20,277
      Accrued expenses                                                                        3,287
      Income taxes payable (Note 5)                                                              99
- ----------------------------------------------------------------------------------------------------
          TOTAL CURRENT LIABILITIES                                                          45,681

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

LONG - TERM LIABILITIES
      Deferred taxes (Note 5)                                                                    96
      Note payable long-term  portion (Note 4,7)                                             97,713
- ----------------------------------------------------------------------------------------------------
          TOTAL LONG -TERM LIABILITIES                                                       97,809
- ----------------------------------------------------------------------------------------------------

COMMITMENT (NOTE 8)

SHAREHOLDERS' EQUITY
      Common stock, par value $1.00, 1,000 shares authorized,
              issued and outstanding (Note 9)                                                 1,000
      Paid-in capital (Note 6)                                                               35,776
      Retained earnings                                                                       1,105
- ----------------------------------------------------------------------------------------------------
          TOTAL SHAREHOLDERS' EQUITY                                                         37,881
- ----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                $ 181,371
====================================================================================================
See Notes to Financial Statements
</TABLE>

                                       18
<PAGE>

PrintAmerica  Interactive, Inc.
STATEMENT OF INCOME
================================================================================
================================================================================
For the Period from July 30, 1997 (Inception) through December 31, 1997

REVENUES                                                                 $71,860

COST OF SALES                                                             44,472
- --------------------------------------------------------------------------------
        GROSS PROFIT                                                      27,388

OPERATING EXPENSES

    General and administrative expenses                                   17,784

    Depreciation and amortization                                          6,153

- --------------------------------------------------------------------------------
        TOTAL OPERATING EXPENSES                                          23,937

- --------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                                     3,451

INTEREST EXPENSE                                                           2,151

- --------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                                 1,300

PROVISION FOR INCOME TAXES                                                   195

- --------------------------------------------------------------------------------
NET INCOME                                                               $ 1,105
================================================================================
See Notes to Financial Statements


                                       19
<PAGE>

PrintAmerica  Interactive, Inc.
STATEMENT OF SHAREHOLDERS' EQUITY
================================================================================
================================================================================
For the Period from July 30, 1997 (Inception) through December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                Additional                       Total
                                        Common Stock             Paid-in        Retained      Shareholders'
                                     Shares      Amount          Capital        Earnings         Equity
                                     ------      ------          -------        --------         ------
<S>          <C> <C>                             <C>             <C>             <C>             <C>
Balance July 30, 1997                  -         $  --           $  --           $  --           $  --

Capital contributions                  -           1,000          33,376            --            34,376

Value of services donated
by related parties                     -            --             2,400            --             2,400

Net Income                             -            --              --             1,105           1,105
- --------------------------------------------------------------------------------------------------------

Balance December 31, 1997              -         $ 1,000         $35,776         $ 1,105         $37,881
========================================================================================================
See Notes to Financial Statements
</TABLE>

                                       20
<PAGE>

PrintAmerica  Interactive, Inc.
STATEMENT OF CASH FLOWS
================================================================================
================================================================================
For the Period from July 30, 1997 (Inception) through December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>
        Net income                                                     $  1,105

        Adjustments to reconcile net income to net cash
                provided by operating activities:
                Depreciation and amortization                             6,153
                Changes in operating assets and liabilities,
                        net of effect of acquisition:
                        Accounts receivable                             (15,869)
                        Accounts payable                                 20,277
                        Accrued expenses                                  3,287
                        Income taxes payable                                 99
                        Deferred taxes                                       96

- --------------------------------------------------------------------------------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES                          15,148
- --------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
                Purchase of property and equipment                       (7,725)
                Net cash payment for acquisition                        (30,000)

- --------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                   (37,725)
- --------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
                Capital contributions                                    34,376
                Value of services donated by related parties              2,400
                Non interest bearing loans from affiliates               42,057
                Repayment of non interest bearing loans
                from affiliates                                         (42,057)
                Principal repayments on notes payable                    (5,269)

- --------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                31,507
- --------------------------------------------------------------------------------

NET INCREASE IN CASH                                                      8,930

CASH - BEGINNING OF YEAR                                                     0
- --------------------------------------------------------------------------------

CASH - END OF YEAR                                                     $  8,930
================================================================================
See Notes to Financial Statements
</TABLE>


                                       21
<PAGE>

PrintAmerica  Interactive, Inc.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
================================================================================
================================================================================
For the Period from July 30, 1997 (Inception) through December 31, 1997
- --------------------------------------------------------------------------------

Supplemental Disclosure of Cash Flow Information:

        Cash paid during the period for:

                Interest                                                $ 2,151
                Income taxes                                                --

================================================================================
See Notes to Financial Statements

                                       22
<PAGE>

PrintAmerica  Interactive, Inc.
NOTES TO FINANCIAL STATMENTS
================================================================================
================================================================================
For the Period from July 30, 1997 (Inception) through December 31, 1997
- --------------------------------------------------------------------------------

Note 1 - Nature of Operations and Significant Accounting Policies

         Nature of Operations

         PrintAmerica Interactive, Inc., (the "Company") specializes in quick
         printing in the South Florida area. The Company is a Florida
         corporation, and was established on July 30, 1997 as Budget Printing &
         Graphics, Inc., (BDP). On March 19, 1998, BDP changed its name to
         PrintAmerica Management Company, Inc., and again changed its name to
         PrintAmerica Interactive, Inc. on September 15, 1999.

         Cash and Cash Equivalents

         Cash and cash equivalents are comprised of cash and certain highly
         liquid investments with a maturity of three months or less when
         purchased. The carrying amount of cash equivalents approximates fair
         value due to their short-term nature.

         Revenue Recognition

         Revenue from sales of printed business materials is recognized upon
         shipment of product.

         Income Taxes

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. The effect on deferred tax assets and liabilities of a
         change in tax rates is recognized in income in the period that includes
         the enactment date. Valuation allowances are established when necessary
         to reduce deferred tax assets to the amount expected to be realized.
         Provision for income taxes is the tax payable or refundable for the
         period plus or minus the change during the period in deferred tax
         assets and liabilities.

         Inventory

         Inventory consists of printing supplies and is valued at the lower of
         cost or market value using the first-in first-out method.

                                       23
<PAGE>

         Property and Equipment

         Property and equipment are stated at cost, less accumulated
         depreciation. Depreciation is computed using the straight-line method,
         half-year convention, over the estimated useful lives of the assets.

         Valuation of Long-Lived Assets

         The Company recognizes impairment losses on impaired long-lived assets
         (property and equipment and intangible assets) based on the amount by
         which the carrying value exceeds the fair value of the long-lived
         asset. Fair value is determined by using a current market value
         modeling approach or by evaluating the current market value of the
         acquired business using fundamental analysis.

         Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions. These estimates and assumptions may affect the
         reported amounts of assets, liabilities, and disclosure of contingent
         assets and liabilities at the date of the financial statements and the
         reported amounts of revenue and expense during the reporting period.

         Actual results could differ from those estimates.

         Fair Value of Financial Instruments

         Cash, accounts receivables, accounts payable, debt, accrued expenses
         and other liabilities are carried at amounts which reasonably
         approximate their fair value due to the short-term nature of these
         amounts or due to variable rates of interest which are consistent with
         current market rates.

Note 2 - Property and Equipment

         At December 31, 1997, property and equipment consisted of the
following.

                                                                      Estimated
                                                                       Useful
                                                        Amount         Lives
                                                        ------         -----

                  Manufacturing equipment            $  10,000      10-20 years
                  Leasehold improvements                 7,725         10 years
                                                     ---------
                                                        17,725

         Less accumulated depreciation                    (443)
                                                     ---------
                                                     $  17,282
                                                     =========

         Depreciation expense was $443 for the period ended December 31, 1997.


                                       24
<PAGE>

Note 3 - Intangible Assets

         At December 31, 1997, intangible assets consisted of the following.

                  Excess of cost over assets acquired          $  119,000
                  Non-compete agreement                            25,000
                                                                 --------
                                                                  144,000

                  Less accumulated amortization                    (5,710)
                                                                 --------

                  Total                                         $ 138,290
                                                                 ========

         Excess of cost over assets acquired and non-compete agreement are being
         amortized over ten and five years, respectively. Amortization expense
         was $5,710 for the period ended December 31, 1997.

Note 4 - Note Payable
<TABLE>
<CAPTION>
<S>                                                                                 <C>
         Note dated August 28, 1997 issued for purchase of Kram Printing, Inc.
         Face value of $125,000, with monthly principal and interest payment of
         $2,475 (interest at 7%) payable through July 2002.                        $119,731

                  Less current portion                                              (22,018)
                                                                                   --------
                  Long-term portion                                                $ 97,713
                                                                                   ========
</TABLE>
         At December 31, 1997, aggregate maturity of the note payable is as
follows:

                 1998                                   $  22,018
                 1999                                      23,610
                 2000                                      25,317
                 2001                                      27,146
                 2002                                      21,640
                                                         --------
                                                         $119,731
                                                         ========

Note 5 - Income Taxes

          The provision for income taxes consists of the following:

                  Current taxes                      $  99
                  Deferred taxes                        96
                                                     -----
                                                     $ 195
                                                     =====


                                       25
<PAGE>

Note 6 - Related Parties

         During the period ended December 31, 1997, the Company purchased
         printing materials and printing services from National Lithographers &
         Publishers, Inc. ("National Lithographers") and received certain
         management services from National Holding Company ("National Holding").
         Both National Lithographers and National Holding are related parties to
         the Company through common ownership. National Holding did not require
         the Company to pay the $2,400 balance due, and such amount was credited
         to paid in capital. The remaining $5,263 was included in accounts
         payable as of December 31, 1997.

         The Company leased its employees from National Payroll Services, Inc.,
         (a related party through common ownership). The amounts charged for
         salaries, wages, employment taxes and other benefits were at cost, and
         totaled $1,629 for the period ended December 31, 1997.

         During the period ended December 31, 1997, certain affiliates of the
         Company loaned cash (interest free) aggregating $42,057 to the Company
         and the Company repaid these loans to such affiliates.

Note 7 - Acquisition

         On August 29, 1997, the Company purchased certain assets and the
         operations of Kram Printing, Inc. The purchase price was $155,000,
         consisting of a cash payment of $30,000 and issuance of a promissory
         note for $125,000 payable over 5 years including interest at 7% per
         annum.

         The acquisition was accounted for under the purchase method resulting
         in the following allocation of purchase price:

                  Inventory acquired                                $  1,000
                  Property and equipment acquired                     10,000
                  Non compete agreement                               25,000
                  Excess of cost over assets acquired                119,000
                                                                     -------

                           Total purchase price                     $155,000
                                                                    ========

                                       26
<PAGE>

Note 8 - Commitment

         The Company is a party to a five-year lease dated August 28, 1997 with
         initial annual base rent of $9,000, and scheduled four percent (4%)
         increases for the next four years.

         Minimum annual rent, including sales taxes, on this lease are as
follows.

                                    1998                    $ 9,250
                                    1999                      9,620
                                    2000                     10,005
                                    2001                     10,400
                                    2002                     12,816
                                                             ------

                                    Total                   $52,091
                                                             ======

Note 9 - Subsequent event

         On December 30, 1999, the Company was acquired by PrintOnTheNet.com,
         ("POTN"), a publicly traded company. POTN issued one million shares of
         unregistered common stock for the outstanding common stock of the
         Company. The Company was owned by the parents of Ben Rogatinsky and Sam
         Rogatinsky, the founders and majority shareholders of POTN. Ben
         Rogatinsky and Sam Rogatinsky had served as president and vice
         president, respectively, of the Company.


                                       27
<PAGE>

PrintAmerica Interactive, Inc.
Balance Sheets (Unaudited)
As of September 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                                       1999                             1998
                                                                       ----                             ----
<S>                                                                <C>                              <C>
 Assets
         Current Assets
              Cash                                                 $      --                        $     296
              Cash restricted (Note 2)                                69,014                               --
              Accounts receivable, net (Note 2)                      133,906                           26,219
              Inventory                                              159,686                          109,658
                                                                   ---------                        ---------
                   Total Current Assets                              362,606                          136,173
                                                                   ---------                        ---------
         Property and equipment, net                                 599,621                          398,162
         Intangible assets, net (Note 3)                             631,173                          373,579
         Other assets                                                 21,898                            5,898
                                                                   ---------                        ---------

             Total Assets                                         $1,615,298                         $913,812
                                                                  ----------                         --------

 Liabilities and Stockholders' Equity
         Current Liabilities
              Current portion of notes payable (Note 3)           $  132,486                        $  99,763
              Current portion of capital lease obligations             2,756                              --
              Accounts payable and accrued expenses                  365,376                          200,243
              Bank overdraft                                          62,013                              --
                                                                   ---------                        ---------

                    Total current liabilities                        562,631                          300,006
                                                                   ---------                        ---------

         Notes payable (Note 3)                                      534,062                          419,053
         Capital lease obligations                                     5,206                              --
         Deferred taxes                                               13,079                              --
                                                                   ---------                        ---------

                  Total Liabilities                                1,114,978                          719,059
                                                                   ---------                        ---------

         Commitment (Note 2)

         Stockholders' Equity
              Common stock (Note 4)                                    1,000                            1,000
              Paid in capital                                        331,093                          158,498
              Retained earnings                                      168,227                           35,255
                                                                   ---------                        ---------
                 Total Stockholders' Equity                          500,320                          194,753
                                                                   ---------                        ---------

             Total Liabilities & Stockholders' Equity             $1,615,298                         $913,812
                                                                  ----------                         --------

- -------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements (Unaudited)

                                       28
<PAGE>

PrintAmerica Interactive, Inc.
Statements of Operations (Unaudited)
For the Nine Month Periods Ended September 30, 1999 and 1998

<TABLE>
<CAPTION>
                                               1999                                       1998
                                               ----                                       ----
<S>                                         <C>                                       <C>
 Net sales                                  $ 1,947,168                               $  926,374
 Cost of sales                                1,204,094                                  555,824
                                            -----------                               ----------

       Gross profit                             743,074                                  370,550

 Operating Expenses

    Selling, general and administrative
       expenses                                 416,375                                  259,877
    Depreciation and amortization                86,292                                   46,382
                                            -----------                                ---------
         Total operating costs                  502,667                                  306,259


                                            -----------                                ---------
 Income from operations                         240,407                                   64,291

 Interest expense                               111,913                                   18,758
                                            -----------                                ---------

 Income before taxes                            128,494                                   45,533

 Provision for income taxes                      32,123                                   11,383
                                            -----------                                ---------

      Net income                              $  96,371                                $  34,150
                                             ==========                                =========

=================================================================================================
</TABLE>
See Notes to Financial Statements (Unaudited)


                                       29
<PAGE>


PrintAmerica Interactive, Inc.
Statement of Shareholders' Equity (Unaudited)
For the Nine Month Period Ended September 30, 1999

<TABLE>
<CAPTION>
                                                                 Additional
                                             Common Stock         Paid In         Retained     Total Shareholders'
                                      Shares          Amount      Capital         Earnings            Equity
                                      ------          ------      -------         --------            ------
<S>               <C> <C>            <C>             <C>           <C>            <C>               <C>
 Balance December 31, 1998           1,000           $ 1,000       $158,498       $  71,856         $231,354

 Capital Contributions                  --               --          75,000            --             75,000

 Value of services donated by
 related parties                        --               --          97,595            --             97,595

 Net Income                             --               --             --           96,371           96,371
- -----------------------------------------------------------------------------------------------------------------

 Balance September 30, 1999          1,000           $ 1,000       $331,093        $168,227         $500,320
=================================================================================================================
</TABLE>
 See Notes to Financial Statements (Unaudited)

                                       30
<PAGE>

PrintAmerica Interactive, Inc.
Statement of Shareholders' Equity (Unaudited)
For the Nine Month Period Ended September 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Additional                            Total
                                             Common Stock         Paid In         Retained         Shareholders'
                                      Shares          Amount      Capital         Earnings            Equity
                                      ------          ------      -------         --------            ------
<S>              <C> <C>              <C>           <C>          <C>              <C>               <C>
Balance December 31, 1997             1,000         $ 1,000      $ 35,776         $ 1,105           $ 37,881

Capital Contributions                    -               -         56,267               -             56,267

Value of services donated
by related parties                       -                -        66,455               -             66,455

Net Income                               -                -          -             34,150             34,150
- -----------------------------------------------------------------------------------------------------------------
Balance September 30, 1998            1,000         $  1,000     $158,498         $35,255           $194,753
=================================================================================================================
</TABLE>
See Notes to Financial Statements (Unaudited)

                                       31
<PAGE>

PrintAmerica Interactive, Inc.
Statement of Cash Flows (Unaudited)
For the Nine Month Periods Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
                                                                  1999                                  1998
                                                                  ----                                  ----
<S>                                                              <C>                                  <C>
 Cash flow from operating activities
         Net income                                              $ 96,371                             $ 34,150
                                                                 --------                             --------

         Adjustments to reconcile net income to net
             cash provided by operations
         Depreciation and amortization                             86,292                               46,382

         Changes in operating assets and liabilities,
              net of acquisitions:
              Cash restricted                                     (23,833)                             (26,219)
              Accounts receivable, net                           (113,909)                              15,869

              Inventory                                           (35,361)                            (108,658)
              Prepaid expenses                                      4,509                                  --
              Accounts payable and accrued expenses               132,452                              176,578
              Bank overdraft                                       47,427                                  (96)
                                                                 --------                             --------

 Net cash provided by operating activities                        193,948                              138,006

 Cash flow from investing activities
         Purchases of equipment                                  (193,665)                            (155,448)
         Net cash payments for acquisitions                       (75,000)                             (40,000)
         Deposits                                                 (16,000)                              (5,898)
                                                                 --------                             --------

Net cash used by Investing activities                            (284,665)                            (201,346)
                                                                 --------                             --------

Cash flow from financing activities
         Capital contributions                                    172,595                              122,722
         Non interest bearing loans from affiliates             1,051,076                              326,560
         Repayment of non interest bearing loans from
         affiliates                                            (1,051,076)                            (326,560)
         Principal repayments of notes payable                    (78,340)                             (68,016)
         Principal repayments of capital lease obligations         (3,538)                                   0
                                                                 --------                             --------
Net cash provided by financing activities                          90,717                               54,706
                                                                 --------                             --------

Net increase in cash                                                    0                               (8,634)

Cash - beginning of period                                              0                                8,930
                                                                 --------                             --------

Cash - ending of period                                          $      0                            $     296
                                                                 ========                            =========

</TABLE>

See Notes to Financial Statements (Unaudited)

                                       32
<PAGE>

PrintAmerica Interactive, Inc.
Supplemental Disclosure of Cash Flow Information (Unaudited)
For the Nine Month Periods Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
                                                                   1999                             1998
                                                                   ----                             ----
<S>                                          <C>                      <C>                           <C>
 Supplemental Disclosure of Cash Flow Information:
         Cash paid during the period for:
                Interest                                          $ 111,913                        $  18,758
                Income taxes                                            --                              --

         Non cash transactions:
                Capital lease obligations                          $ 11,500                             --

         See Notes to Financial Statements (Unaudited)

</TABLE>

                                       33
<PAGE>

         PrintAmerica Interactive, Inc.
         Notes to Financial Statements
         For the Nine Month Periods Ended September 30, 1999 and 1998
         (Unaudited)

         Note 1 - Significant Accounting Policies

         Nature of Operations

         PrintAmerica Interactive, Inc. (the "Company") specializes in quick
         printing in the South Florida area. The Company is a Florida
         corporation, and was established on July 30, 1997 as Budget Printing &
         Graphics, Inc., (BDP). On March 19, 1998, BDP changed its name to
         PrintAmerica Management Company, Inc., and again changed its name to
         PrintAmerica Interactive, Inc. on September 15, 1999.

         Revenue Recognition

         Revenue from sales of printed business materials is recognized upon
         shipment of product.

         Income Taxes

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. The effect on deferred tax assets and liabilities of a
         change in tax rates is recognized in income in the period that includes
         the enactment date. Valuation allowances are established when necessary
         to reduce deferred tax assets to the amount expected to be realized.
         Provision for income taxes is the tax payable or refundable for the
         period plus or minus the change during the period in deferred tax
         assets and liabilities.

         Inventory

         Inventory, consisting of printing supplies and work in process, is
         valued at the lower of cost or market value using the first-in
         first-out method.

         Property and Equipment

         Property and equipment are stated at cost. Depreciation is computed
         using the straight-line method, half-year convention, over the
         estimated useful lives of the assets.


                                       34
<PAGE>

         Valuation of Long-Lived Assets

         The Company recognizes impairment losses on impaired long-lived assets
         (property and equipment and intangible assets) based on the amount by
         which the carrying value exceeds the fair value of the long-lived
         asset. Fair value is determined by using a current market value
         modeling approach or by evaluating the current market value of the
         acquired business using fundamental analysis.

         Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions. These estimates and assumptions may affect the
         reported amounts of assets, liabilities, and disclosure of contingent
         assets and liabilities at the date of the financial statements and the
         reported amounts of revenue and expense during the reporting period.

         Actual results could differ from those estimates.

         Fair Value of Financial Instruments

         Cash, accounts receivables, accounts payable, debt, accrued expenses
         and other liabilities are carried at amounts which reasonably
         approximate their fair value due to the short-term nature of these
         amounts or due to variable rates of interest which are consistent with
         current market rates.

Note 2 - Accounts Receivable

         The Company is a party to an agreement (the "Agreement") with a bank
         (the "Bank") whereby the Company sells eligible accounts receivable to
         the Bank. The bank charges a service fee of 3.25% of the face amount of
         each invoice, and holds back 10% (the "holdback"), pending collection
         by the Bank of the invoice amount. When the invoice is collected by the
         Bank, the holdback is remitted to the Company. At the Banks discretion,
         accounts receivable remaining uncollected past ninety days are subject
         to repurchase by the Company. The Bank is secured and has filed a UCC
         financing statement covering all accounts receivable, inventory, and
         all other intangible and tangible assets of the Company, including the
         holdback, which amounted to $69,014 at September 30, 1999. Such
         holdback has been classified as cash restricted in the accompanying
         balance sheet. As of September 30, 1999, the Company sold $337,145 of
         accounts receivable (net of the holdback and the service fees) which
         the Company could be obligated to repurchase if the underlying accounts
         receivable are not collected by the Bank.


                                       35
<PAGE>

Note 3 - Acquisitions

         During the nine month period September 30, 1998, the Company purchased
         certain assets and liabilities and the operations of three South
         Florida quick print shops. Payment terms were as follows:

               o    RJ Menu Company was acquired on March 16, 1998. The purchase
                    price was $125,000, consisting of a cash payment of $25,000
                    and issuance of a promissory note for $100,000 payable over
                    7 years including interest at 6.5% per annum.
               o    Denny Printing, Inc. was acquired on April 13, 1998. The
                    purchase price was $100,000, consisting of a cash payment of
                    $30,000 and issuance of a promissory note for $70,000
                    payable over 5 years including interest at 7% per annum.
               o    Cloverleaf Printing, Inc. was acquired on March 16, 1998.
                    The purchase price was $151,000, consisting of a promissory
                    note payable based on a 10 year amortization period
                    including interest at 6.5% per annum, principal reductions
                    of $25,000 at the end of the second and third year, and a
                    final balloon payment for the remaining outstanding
                    principal balance at the end of year four. Additionally,
                    certain assets and obligations of Cloverleaf were assumed.

         The acquisitions were accounted for under the purchase method resulting
         in the following aggregate allocation of purchase price:

                    Cash acquired                                 $   15,000
                    Accounts receivable acquired                      63,298
                    Inventory acquired                                 6,000
                    Property, plant and equipment acquired           235,700
                    Non compete agreements                            75,000
                    Excess of cost over assets acquired              212,044
                    Assumption of debt and trade payables           (231,042)
                                                                   ---------

                    Total purchase price                           $ 376,000
                                                                   =========

         During the nine month period ended September 30, 1999, the Company
         purchased certain assets and the operations of Sun Graphics. The
         acquisition was consummated on May 5, 1999. The purchase price was
         $340,000, consisting of a cash payment of $75,000 and issuance of a
         promissory note for $265,000 (plus interest at 7%) payable monthly
         based on a ten year amortization period, with a final balloon payment
         for the remaining principal balance at the end of year seven.


                                       36
<PAGE>

         The acquisition was accounted for under the purchase method resulting
         in the following allocation of purchase price:

                  Property and equipment                         $  25,000
                  Non compete covenant                              25,000
                  Excess of cost over assets acquired              290,000
                                                                 ---------

                           Total purchase price                  $ 340,000
                                                                 =========

Note 4- Related Parties
- -----------------------

         The Company has five year lease agreements with U.S. Property
         Management, Inc., (a related party through common ownership) for two of
         its facilities. The leases are at fair market rates, and total rent
         expense related to these leases was $45,016 and $11,702 during the nine
         month periods ended September 30, 1999 and 1998, respectively. U.S.
         Property Management, Inc. did not require the Company to pay the 1998
         amount, which was credited to paid-in capital.

         During the nine month periods ended September 30, 1999 and 1998, the
         Company purchased $110,745 and $82,511, respectively, of printing
         materials and printing services from National Lithographers &
         Publishers, Inc. ("National Lithographers") and Royal Industries, Inc.
         (both related parties through common ownership). Of this amount,
         $97,595 and $54,753 was credited to paid-in captial during the periods
         ended September 30, 1999 and 1998, respectively, since National
         Lithographers did not require payment of such amounts.

         The Company leased its employees from National Payroll Services, Inc.,
         (a related party through common onwership). The amounts charged for
         salaries, wages and the related employment taxes and other benefits
         totaled $607,055 and $320,140 for the nine periods ended September 30,
         1999 and 1998, respectively.

         Certain affiliates of the Company loaned the Company cash (interest
         free) aggregating $1,015,076 and $326,560 during the nine month periods
         ended September 30, 1999 and 1998, respectively, and the Company repaid
         these loans to such affiliates.

         The Company paid consulting fees of $30,750 to a party related to the
         owners of the Company during the nine month periods ended September 30,
         1999 and 1998, respectively.

Note 5 - Subsequent event

         On December 30, 1999, the Company was acquired by PrintOnTheNet.com,
         Inc. ("POTN"), a publicly traded company. POTN issued one million
         shares of unregistered common stock for the outstanding common stock of
         the Company. The Company was owned by the parents of Ben Rogatinsky and
         Sam Rogatinsky, the founders and majority shareholders of POTN. Ben
         Rogatinsky and Sam Rogatinsky had served as president and vice
         president, respectively, of the Company.


                                       37
<PAGE>

PRINTONTHENET.COM, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL
INFORMATION

OVERVIEW
- --------

         On December 30, 1999, PrintOnTheNet.com, Inc. (the "Company" or "POTN")
completed its acquisition of PrintAmerica Interactive, Inc. ("PrintAmerica") in
a transaction (the "Acquisition") in which all of PrintAmerica's outstanding
common stock (1,000 shares) was acquired for one million shares of unregistered
common stock of the Company. The Acquisition will be recorded similar to a
pooling of interests for accounting purposes since 100% of the common stock of
PrintAmerica is owned by the parents of brothers Benjamin Rogatinsky and Samuel
Rogatinsky, who collectively own approximately 85% of the common stock of the
Company. Benjamin Rogatinsky is the Chief Executive Officer and a Director of
the Company, and Samuel Rogatinsky is the President and a Director of the
Company. Additionally, Ben Rogatinsky and Sam Rogatinsky had served as President
and Vice President, respectively, of PrintAmerica. PrintAmerica will be merged
into the Company shortly following the Acquisition. In connection with the
Acquisition, the Company obtained an independent valuation of PrintAmerica.

         The following unaudited pro forma combined condensed financial
statements have been prepared to give effect to the Acquisition, using the
pooling of interests method of accounting. The unaudited pro forma combined
condensed balance sheet as of September 30, 1999 gives effect to the Acquisition
as if it had occurred on September 30, 1999, and combines the historical balance
sheets of the Company and PrintAmerica as of September 30, 1999. The unaudited
pro forma combined condensed statement of operations combine the historical
statement of operations of the Company for the period from January 27, 1999
(Inception) through September 30, 1999, and the historical statement of
operations of PrintAmerica for the nine month period ended September 30, 1999.

The unaudited pro forma combined condensed financial statements have been
prepared based upon the historical financial statements of the Company and
PrintAmerica for the periods stated above. Such pro forma statements may not be
indicative of the results that would have occurred if the Acquisition had been
consummated on the indicated dates, or of the operating results that may be
achieved by the combined companies in the future.


                                       38
<PAGE>

PRINTONTHENET.COM, INC.
Pro Forma Combined Condensed Balance Sheet (Unaudited)
September 30, 1999

<TABLE>
<CAPTION>
                                                                                                        Pro Forma         Pro Forma
                                                        POTN         PrintAmerica    Combined          Adjustments         Combined
                                                        ----         ------------    --------          -----------         --------

<S>                                                  <C>               <C>            <C>             <C>                <C>
Assets
    Current Assets
        Cash                                        $    68,590       $      --          68,590       $   (62,013)(1)   $     6,577
                                                                                                                        -----------
        Cash restricted                                    --              69,014        69,014              --              69,014
        Accounts receivable, net                         25,412           133,906       159,318            (3,206)(2)       156,112
        Inventory                                         2,000           159,686       161,686              --             161,686
                                                    -----------       -----------   -----------       -----------       -----------
             Total Current Assets                        96,002           362,606       458,608           (65,219)          393,389

    Property and equipment, net                          83,461           599,621       683,082              --             683,082
    Other assets                                          3,355            21,898        25,253              --              25,253
    Non compete agreements, net                          48,610            79,340       127,950              --             127,950
    Excess of cost over assets acquired, net            276,624           551,833       828,457              --             828,457
                                                    -----------       -----------   -----------       -----------       -----------

        Total Assets                                $   508,052       $ 1,615,298   $ 2,123,350       $   (65,219)        2,058,131
                                                    ===========       ===========   ===========       ===========       ===========

Liabilities and Stockholders' Equity
    Current Liabilities
        Notes payable, current portion              $    11,593       $   132,486   $   144,079       $      --         $   144,079
        Capital lease obligations,
          current portion                                 9,542             2,756        12,298              --              12,298
        Accounts payable and accrued expenses            66,992           365,571       432,563            (3,206)(2)       407,234
                                                                                                           10,000(3)
                                                                                                          (32,123)(5)
        Bank overdraft                                     --              62,013        62,013           (62,013)(1)          --
                                                    -----------       -----------   -----------       -----------       -----------

               Total current liabilities                 88,127           562,826       650,953           (87,342)          563,611


        Shareholder loans                               420,229              --         420,229              --             420,229
        Notes payable                                    15,576           534,062       549,638              --             549,638

        Capital lease obligations                         9,542             5,206        14,748              --              14,748
        Deferred taxes                                     --              12,884        12,884              --              12,884
                                                    -----------       -----------   -----------       -----------       -----------

             Total Liabilities                          533,474         1,114,978     1,648,452           (87,342)        1,561,110
                                                    -----------       -----------   -----------       -----------       -----------

      Stockholders' Equity
        Preferred stock                                    --                --            --                --                --
        Common stock                                     26,554             1,000        27,554            (1,000)(4)        27,554
                                                                                                            1,000(4)           --

        Paid in capital                                 263,311           331,093       594,404              --             594,404
        Retained earnings (accumulated                 (315,287)          168,227      (147,060)          (10,000)(3)      (124,937)
        deficit)                                                                                           32,123(5)
                                                    -----------       -----------   -----------       -----------       -----------

            Total Stockholders' Equity                  (25,422)          500,320       474,898            22,123           497,021
                                                    -----------       -----------   -----------       -----------       -----------

        Total Liabilities &
    Stockholders' Equity                            $   508,052       $ 1,615,298   $ 2,123,350       $   (65,219)      $ 2,058,131
                                                    ===========       ===========   ===========       ===========       ===========

</TABLE>

    See Notes to Pro Forma Combined Condensed Financial Statements (Unaudited)

                                       39
<PAGE>

PRINTONTHENET.COM, INC.
Pro Forma Combined Condensed Statement of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                   POTN
                                             For the period
                                             from January 27,     PrintAmerica
                                             1999 (Inception)     For the Nine
                                                 through          Months Ended                     Pro Forma      Pro Forma
                                         September 30, 1999     September 30, 1999    Combined     Adjustments     Combined
                                         --------------------   ------------------   ----------   ------------    ---------
<S>                                        <C>                    <C>               <C>           <C>            <C>
Net sales                                  $     75,433           $  1,947,168      $  2,022,601  $   (3,206)(2) $  2,019,395

Cost of sales                                    31,046              1,204,094         1,235,140      (3,206)(2)    1,231,934
                                           ------------           ------------      ------------  ----------     ------------

      Gross profit                               44,387                743,074           787,461        --            787,461

Selling, General and Administrative
        Expenses                                357,166                502,667           859,833      10,000 (3)      869,833
                                           ------------           ------------      ------------  ----------     ------------

Income (loss) from operations                  (312,779)               240,407           (72,372)    (10,000)         (82,372)


Interest expense                                  2,508                111,913           114,421        --            114,421
                                           ------------           ------------      ------------  ----------     ------------

Income (loss) before taxes                     (315,287)               128,494          (186,793)    (10,000)        (196,793)

Provision for income taxes                         --                   32,123            32,123     (32,123)(5)         --
                                           ------------           ------------      ------------  ----------     ------------

     Net income (loss)                     $   (315,287)          $     96,371      $   (218,916) $   22,123     $   (196,793)
                                           ============           ============      ============  ==========     ============

Basic and Diluted Earnings per Common
Share                                             (0.01)                  --                --          --              (0.01)
                                           ============           ============      ============  ==========     ============

     Average common shares outstanding       26,424,774                   --                --     1,000,000       27,424,774
                                           ============           ============      ============  ==========     ============

</TABLE>

NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (Unaudited)

(1)  Represents a reclassification of PrintAmerica's bank overdraft to cash to
     reflect the net cash balance of the combined entities.
(2)  Represents the elimination of intercompany billings from PrintAmerica to
     POTN as well as elimination of the related unpaid balances due by POTN to
     Print America.
(3)  Represents the estimated one time Acquisition related costs.
(4)  Represents the elimination of the common stock of PrintAmerica pursuant to
     the subsequent merger, offset by recording one million shares of
     unregistered $.001 par value common stock issued by POTN to the sellers of
     Print America.
(5)  For tax purposes POTN has sufficient accumulated losses to offset the
     income generated by PrintAmerica, and therefore no deferred taxes are being
     presented relating to the net operating loss carryforward.


                                       40
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           PRINTONTHENET.COM, INC.

Dated: January 13, 2000                     By: /s/ Benjamin Rogatinsky
                                                -------------------------
                                                Benjamin Rogatinsky
                                                Chief Executive Officer
                                                and Director






                                       41





<PAGE>


                                    EXHIBITS






Exhibit No.        Exhibit
- -----------        -------



    2              Stock Purchase Agreement By and Among PrintOnTheNet.com, Inc.
                   and Reuben and Shulamit Rogatinsky as Tenants by the
                   Entireties.




EXHIBIT 2














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

                            STOCK PURCHASE AGREEMENT

                                     between

                         REUBEN AND SHULAMIT ROGATINSKY,
                          as Tenants by the Entireties,

                                   as Seller,

                                       and

                            PRINTONTHENET.COM, INC.,

                                  as Purchaser




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



<PAGE>


                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT (this "Agreement") dated as of December 30,
1999, between and among PrintOnTheNet.com, Inc., a Delaware corporation ("Buyer"
or "Purchaser") and Reuben and Shulamit Rogatinsky, as Tenants by the Entireties
("Seller").

                                    RECITALS:

         A. Seller owns 1000 shares of common stock, par value $1.00 per share
(the "Common Stock") of PRINTAMERICA INTERACTIVE, INC. (the "Corporation"),
representing 100% of the outstanding capital stock of the Corporation.

         B. Seller wishes to sell to Purchaser, and Purchaser wishes to buy from
Seller, the Common Stock of the Corporation subject to the terms and conditions
set forth herein.

         NOW THEREFORE, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms have the following
meanings:

         1.1 "Affiliate" means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person.

         1.2 "Assets" means all of the properties and assets, unless
specifically excluded by this Agreement, used or intended to be used or required
by the Corporation and each Subsidiary in the conduct of the Corporation's or a
Subsidiary's business and which are material and, with respect to contract
rights, is a party to and enjoys the benefits of all material contracts and
agreements used and/or intended to be used by the Corporation or Subsidiary or
required in or relating to the conduct of the Corporation's business, including
without limitation all:

                  (a) the furniture, fixtures and equipment;

                  (b) the Marks and other Intellectual Property;

                  (c) all of Seller's rights and interests in the Material
                  Contracts;

                  (d) copies of the Books and Records;

                  (e) all of Seller's telephone, and fax numbers, e-mail
                  addresses and website addresses, used exclusively in
                  connection with the Corporation; and

                  (f) all goodwill associated with the Corporation.

         1.3 "Bankruptcy" means (a) an adjudication of bankruptcy under the U.S.
Bankruptcy Reform Act of 1978, as amended, or any successor statute, (b) the
specified Person stops payment of, is deemed unable or otherwise admits
inability to pay its debts or becomes or is deemed to be insolvent, (c) an
assignment for the benefit of creditors, (d) the filing of a voluntary petition
in bankruptcy or reorganization or the passing of a resolution for voluntary
liquidation, reconstruction or winding up (other than for the purpose of a


                                       2
<PAGE>

solvent merger or reorganization), or (g) the failure to vacate the appointment
of a receiver, trustee, provisional liquidator or administrative receiver for
any part or all of the assets or property of a party within 60 days from the
date of such appointment.

         1.4 "Books and Records" means all books, records, bank statements,
budgets, financial statements, correspondence, computer programs, software
developments, trade secrets, customer lists, supplier lists, site plans,
surveys, plans and specifications, marketing materials, floor plans, tax
assessment records, billing and collection records and all other intangible
personal property of Seller which primarily relates to the Corporation or the
Assets.

         1.5 "Business" means the business and Assets of the Corporation.

         1.6 "Business Day" means any day that is not a Saturday or a Sunday and
on which banks are open for the conduct of normal banking business in the city
of Miami, Florida.

         1.7 RESERVED.

         1.8 "Control" "Controlling" "Controlled By" or "Under Common Control
With" all mean that with respect to the relationship among two or more Persons,
the possession, directly or indirectly or as a trustee or executor, of the power
to direct or cause the direction of the affairs or management of a Person,
whether through ownership of voting securities, as trustee or executor, by
contract or otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.

         1.9 "Employee Benefit Plan" means any: (a) non-qualified deferred
compensation or retirement plan which is an Employee Pension Benefit Plan; (b)
qualified deferred contribution retirement plan or arrangement which is an
Employee Pension Benefit Plan; (c) qualified benefit retirement plan or
arrangement which is an Employee Pension Benefit Plan; or (d) Employee Welfare
Benefit Plan.

         1.10 "Employee Pension Benefit Plan" shall have the meaning set forth
in Section 3(2) of ERISA.

         1.11 "Employee Welfare Benefit Plan" shall have the meaning set forth
in Section 3(1) of ERISA.

         1.12 "Encumbrance" means any security interest, pledge, mortgage, lien
(including, without limitation, environmental and Tax liens), charge,
encumbrance, adverse claim, option, preferential arrangement or restriction of
any kinds, including, without limitation, any restriction on the use, voting,
transfer, receipt of income or other exercise of any attributes of ownership.

         1.13 "Environmental Laws" means any foreign, federal, state or local
statute, code, ordinance, rule, regulation, permit, consent, approval, license,
judgment, order, writ, judicial decision, common law rule, decree, agency
interpretation, injunction or other authorization or requirement whenever
promulgated, issued, or modified, including the requirement to register
underground storage tanks, relating to:

                  (a) emissions, discharges, spills, releases or threatened
releases of pollutants, contaminants, Hazardous Substances (as hereinafter
defined), materials containing Hazardous Substances, or hazardous or toxic
materials or wastes into ambient air, surface


                                       3
<PAGE>

water, groundwater, watercourses, publicly or privately owned treatment works,
drains, sewer systems, wetlands, septic systems or onto land;

                  (b) the use, treatment, storage, disposal, handling,
manufacturing, transportation, or shipment of Hazardous Substances, materials
containing Hazardous Substances or Hazardous and/or toxic wastes, material,
products or by-products (or of equipment or apparatus containing Hazardous
Substances) as defined in or regulated under the following statutes and their
implementing regulations: the Hazardous Materials Transportation Act, 49 U.S.C.
ss. 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901
et seq., the Comprehensive Environmental Response, Compensation and Liability
Act, as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C.
ss. 9601 et seq., and/or the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et
seq., each as amended from time to time; or

                  (c) otherwise relating to pollution or the protection of human
health or the environment.

         1.14 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         1.15 "Governmental Authority" means any federal, state or local, or
foreign government, governmental, regulatory or administrative authority (or
subdivision thereof) and any agency or commission or any court, tribunal or
judicial or arbitral body that has jurisdiction over the Business, the Seller or
the Assets.

         1.16 "Governmental Order" means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Authority.

         1.17 "Intellectual Property" means (a) inventions, whether or not
patentable, whether or not reduced to practice, and whether or not yet made the
subject of a pending patent application or applications; (b) ideas and
conceptions of potentially patentable subject matter, including, without
limitation, any patent disclosures, whether or not reduced to practice and
whether or not yet made the subject of a pending patent application or
applications; (c) national and multinational statutory invention registrations,
patents, patent registrations and patent applications (including reissues,
divisions, continuations, continuations-in-part, extensions and reexaminations)
and all rights therein provided by international treaties or conventions and all
improvements to the inventions disclosed in each registrations, patent or
application; (d) trademarks, service marks, trade dress, logos, trade names and
corporate and partnership names, whether or not registered, including all common
law rights and registrations and application for registration thereof; (e) trade
secrets and confidential, technical and business information, (f) copies and all
tangible embodiments of all of the foregoing, in whatever form or medium; (g)
all rights to sue or recover and retain damages and costs and attorneys' fees
for present and past in infringement of any of the foregoing; and (h) all
goodwill associated with the foregoing.

         1.18 "Law" means any federal, state, local or foreign statute, law,
ordinance, regulation, rule, code, order, other requirement or rule of law
issued by any Governmental Authority.

         1.19 "Marks" means all trademarks, service marks and trade names of the
Corporation, including without limitation, Denny's Printing Company.


                                       4
<PAGE>

         1.20 "Material Contract" means any contracts entered into by the
Corporation relating to the business or the Assets and listed on Schedule 1.19
attached hereto.

         1.21 "Person" means any individual, partnership, firm, corporation,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended,

         1.22 "Tax" or "Taxes" means any and all taxes, stamp duties, fees,
levies, duties, tariffs, imposts, and other charges of any kind (together with
any and all interest, penalties, additions to tax and additional amounts imposed
with respect thereto) imposed by any Governmental Authority or taxing authority,
including, without limitation: taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts, property, sales,
use, capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth; taxes or other charges in the nature of
excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes;
license, registration and documentation fees; and customs duties, tariffs, and
similar charges.

         1.23 "Seller's Stock" means 1000 shares of common stock, par value
$1.00 per share of PRINTAMERICA INTERACTIVE, INC., representing 100% of the
outstanding capital stock of the Corporation.

         1.24 "Buyer's Stock" means Buyer's Rule 144 common stock, par value
$.001 per share, currently trading as POTN - OTC:BB, subject to the
restrictions, representations and confirmations contained herein. With respect
to the Stock, the Seller(s) shall be referred to as "Shareholder."

                                   ARTICLE II
                                PURCHASE AND SALE

         2.1 Closing. The closing of the purchase and sale of the Seller's Stock
(the "Closing") shall take place at the offices of Reimer & Rosenthal, LLP, 3801
Hollywood Blvd., Suite 350, Hollywood, Florida 33021, on the date set forth
above

         2.2 Purchase and Sale of Seller's Stock. Based upon the representations
and warranties, set forth herein, Buyer shall, at Closing, purchase from Seller,
and Seller shall sell to Buyer, the Seller's Stock. In consideration of and in
full payment for the Seller's Stock, Buyer shall, at Closing, deliver to Seller
a total of 1,000,000 shares of the Buyer's Stock.



                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                    OF SELLER

         As of the date hereof, Seller hereby represents and warrants to
Purchaser as follows:

         3.1 Organization, Qualification, Etc. of the Corporation. The
Corporation is a duly organized and validly existing corporation under the Laws
of the State of Florida and has all necessary corporate power and authority to
own, operate or lease the properties and assets now owned, operated or leased by
it and to carry on its business as it has been, and is currently and is
anticipated to be conducted. The Corporation is duly licensed or qualified to do
business


                                       5
<PAGE>

and is in good standing in each jurisdiction in which the properties
owned or leased by it or the operation of its business makes such licensing or
qualification necessary, except where the failure to be so licensed, qualified
or in good standing does not have, or could not reasonably be expected to have,
a material adverse effect. All material corporate actions taken by the
Corporation have been duly authorized and the Corporation has not taken any
action that in any respect conflicts with, constitutes a default under or
results in a violation of any provision of its Articles of Incorporation or
Bylaws (collectively, the "Articles of Incorporation"). True and correct copies
of the Corporation' (a) Articles of Incorporation, as amended and restated
through the date hereof and (b) resolutions of the members and the Board of
Directors adopted prior to the date hereof heretofore have been delivered to
Purchaser and all of such resolutions remain in full force and effect in the
form delivered to Purchaser.

         3.2 Capitalization of the Business. The entire authorized capital stock
of the Corporation consists solely of 1000 shares of Common Stock, of which 1000
shares are issued and outstanding. Except for this Agreement, there exists no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights or other contracts or commitments
that could require the Corporation to issue, sell, or otherwise cause to become
outstanding any of its capital stock or any other securities of the Corporation.
The Corporation is not a partner or joint venturer in any enterprise, and has no
subsidiaries.

         3.3 The Common Stock. Seller represents that they hold of record and
own beneficial interest in the Common Stock identified herein as tenants by the
entireties. The Common Stock is duly authorized and validly issued, fully paid,
non-assessable, with all documentary stamps and taxes of any kind paid, and free
and clear of all Encumbrances. There are no voting trusts, proxies, shareholder
agreements or similar contracts or understandings in effect relating to the
Common Stock.

         3.4 Title to the Assets.

         Except as otherwise indicated herein, the Corporation has good tittle
to or, in the case of leased or subleased Assets, valid and subsisting leasehold
interests in, all the Assets, free and clear of all Encumbrances or defaults.
All the Assets are in good operating condition and repair, ordinary wear and
tear excepted, and are suitable for the purposes for which they are used and
intended.

         3.5 Authority of Seller. Seller has all necessary power and authority
to enter into this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Seller and (assuming due authorization, execution and
delivery by Purchaser) constitutes the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms, except as such
enforcement may be subject to: (a) Bankruptcy or other similar laws now or
hereafter in effect relating to creditors' rights generally; and (b) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

         3.6 No Conflict. The execution, delivery and performance of this
Agreement by Seller and the consummation of the transactions contemplated hereby
do not and will not: (a) conflict with or violate any Law or Governmental Order
applicable to Seller or the Corporation, which violation or conflict would,
individually or in the aggregate, have a material adverse effect on Seller, the
Corporation, the Business, or on the transactions contemplated hereby; or (b)
conflict with, result in any breach of, constitute a default (or an event which
with the giving of notice or lapse of time, or both, would become a default)
under, require any consent under, or give to others any rights of termination,
amendment, acceleration, suspension, revocation or


                                       6
<PAGE>

cancellation of, or result in the creation of any Encumbrance on any of the
assets or properties of Seller or the Corporation or the Business pursuant to,
any note, bond, mortgage or indenture, contract, agreement, lease, sublease,
license, permit, franchise or other instrument, agreement or arrangement to
which the Corporation or the Seller is a party or by which any of such assets or
properties is bound or affected which conflict or violation would, individually
or in the aggregate, have a material adverse effect on the Business, the ability
of Seller to consummate the transactions contemplated hereby or the Corporation.

         3.6 Consents and Approvals. Except as set forth on Schedule 3.6, the
execution, delivery and performance of this Agreement by Seller do not and will
not require any consent, approval, authorization or other order of, action by,
filing with or notification to any Governmental Authority or any third party.

         3.7 Financial Information. Seller has delivered to Purchaser (a)
audited balance sheets of the Corporation as at December 31, 1997 and December
31, 1998 (collectively, the "Balance Sheet"), and the related statements of
income, changes in stockholders' equity, and cash flow for each of the fiscal
years then ended, including in each case the notes thereto, together with a
report thereon of Esteban Brown CPA, PA, independent certified public
accountants, (b) an unaudited balance sheet of the Corporation as at September
30, 1999 (the "Interim Balance Sheet") and the related unaudited statements of
income, changes in stockholders' equity, and cash flow for the nine months then
ended, including in each case the notes thereto, which have been reviewed by an
independent certified public accountant. Such financial statements and notes
accurately represent the transactions appearing on the books and records of the
Corporation and fairly present in all material respects the financial condition
and the results of operations, changes in stockholders' equity, and cash flow of
the Corporation as at the respective dates of and for the periods referred to in
such financial statements, all in accordance with GAAP, subject in the case of
interim financial statements, to (i) normal recurring year-end adjustments the
effect of which will not, individually or in the aggregate be materially
adverse, and (ii) the absence of notes. These financial statements reflect the
consistent application of such accounting principles throughout the periods
involved. No financial statements of any other Person are required by GAAP to be
included in the financial statements of the Corporation.


         3.8 Litigation. There are no actions, disputes or claims being brought,
pending or threatened by or against Seller, the Business or the Corporation, or
any of Corporation's directors, officers, employees or agents, or affecting any
of the Business or the Assets which, if adversely determined, could reasonably
be expected to have a material adverse effect on the Business or Assets of the
Corporation or could reasonably be expected to affect the legality, validity or
enforceability of this Agreement or the consummation of the transactions
contemplated hereby. Neither the Corporation nor the Assets are subject to any
Law or Governmental Order which has or could reasonably be expected to have a
material adverse effect on the Business.

         3.9 Conduct of Business in the Ordinary Course. Seller has conducted
the Corporation's business only in the ordinary course and consistent with past
practice. Since initiation of discussions between Seller and Purchaser, the
Corporation has not sold, transferred, or otherwise disposed of or encumbered
any Asset, Real Property, or Intellectual Property, except in the ordinary
course of conducting and consistent with past practice of the Corporation.


                                       7
<PAGE>

         3.10 Compliance with Laws. Seller has conducted and continues to
conduct the Business in all material respects in accordance with all Laws and
all Governmental Orders entered by or with any Governmental Authorities, and the
Business is in compliance with all such Laws or Governmental Orders.

         3.11 Environmental Compliance. The Corporation is, and at all times has
been, in compliance with all applicable Environmental Laws.

         3.12 Contracts. All Material Contracts are listed on Schedule 3.12
hereto and a copy of each has heretofore been delivered to Buyer. Each Material
Contract: (i) is valid and binding on the respective parties thereto and is in
full force and effect and (ii) upon consummation of the transactions
contemplated hereby shall continue in full force and effect without penalty or
other adverse consequence. The Corporation is not, and to Seller's knowledge, no
other party to any Material Contract is, in breach of or default under any
Material Contract, which breach of default would have a material adverse effect
on the Corporation.

         3.13 Intellectual Property. The Corporation has full ownership of, and
the right to use, the Intellectual Property. Schedule 3.13 lists all
Intellectual Property owned or used by the Corporation in its business, and to
Seller's knowledge, no third party is infringing the Intellectual Property. The
Corporation is not infringing and has not infringed Intellectual Property
belonging to any other Person.

         3.14 Employment Matters.

                  (a) Payroll. Schedule 3.14 attached hereto correctly sets
forth: (a) the name of each person employed by the Corporation (each, an
"Employee"); (b) each Employee's salary rate and contractual bonus, as well as
the amount of any pension or profit sharing plan contributions; and (c) the
terms of any health insurance plan provided to Employees. The Corporation has
paid all Employee's wages owed to the such Employees up to and including the
Closing Date.

                  (b) Employee Benefits. The Corporation does not maintain
Employee Benefit Plans for Employees.

                  (c) Collective Bargaining Agreements. None of the
Corporation's employees are subject to any collective bargaining or union
agreement.

                  (d) The consummation of the transactions contemplated by this
Agreement will not result in the acceleration, vesting or payment of any
compensation, bonus or benefit.


         3.15     Real Property.

                  (a) Property.  The Corporation is a tenant at the real
property identified in Schedule 3.15(a) pursuant to written lease
agreement(s).located at

                  (b) Compliance. The real property comprises all the real
property used or occupied by the business. There is no violation of any Law
(including, without limitation, any building, planning, zoning law or
environmental law) or any covenants, stipulations or conditions relating to any
of the real property and the Corporation is in peaceful and undisturbed
possession of the Real Property. There are no contractual or legal restrictions
that preclude or restrict in any material manner the ability to use any of the
real property in the manner in which


                                       8
<PAGE>


it is currently being used and the real property has all rights and casements
reasonably necessary for their use and enjoyment for the purposes of the
business. The Corporation is not leasing or subleasing and has not leased or
sublet any parcel or any portion of any parcel real property to any other
Person, nor has the Corporation assigned its interest under any lease or
sublease for any leased real property to any third party. There are no
outstanding material disputes with any Person relating to the real property or
its use and no notices have been given or received by the Corporation which
would adversely affect the use and enjoyment of the real property.

         3.16 Taxes.

                  (a) Except as disclosed on Schedule 3.16: (i) all returns and
reports in respect of all Taxes required to be filed with respect to Seller or
the Corporation have been timely filed; (ii) all Taxes required to be shown on
such returns and reports or otherwise due have been timely paid; (iii) all such
returns and reports are true, correct and complete; (iv) no adjustment relating
to such returns has been proposed by any tax authority and no basis exists for
any such adjustment; (v) there are no pending or threatened actions or
proceedings for the assessment or collection of Taxes against Seller or the
Corporation; (vi) there are no Encumbrances on any Assets; (vii) neither the
Seller nor the Corporation has been at any time a member of any partnership or
joint venture or the holder of a beneficial interest in any trust for any period
for which the statute of limitations for any Tax has not expired; and (viii) all
Taxes required to be withheld, collected or deposited, as the case may be, and,
to the extent required, have been paid to the relevant taxing authority.

                  (b) There are (i) no outstanding waivers or agreements
extending the statute of limitations for any period with respect to any Tax to
which the Corporation may be subject; (ii) no proposed reassessments of any
property owned by the Corporation or other proposals that could increase the
amount of any Tax to which the Corporation would be subject; and (iii) no power
of attorney that is currently in force has been granted with respect to any
matter relating to Taxes that could affect the Corporation.

                  (c) Seller has delivered to Purchaser correct and complete
copies of all federal, state and foreign income, franchise and similar tax
returns, and correct and complete summaries of all examination reports, and
statements of deficiencies assessed against or agreed to by the Corporation.

         3.17 Brokers. Except as disclosed in Schedule 3.17, no broker, finder
or investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with the transactions contemplated by this Agreement
based upon an arrangement made by or on behalf of the Seller.

         3.18 Full Disclosure. No representation or warranty with respect to
Seller or the Business contained in this Agreement and no statement regarding
any financial or operating data or certificate furnished to Purchaser pursuant
to this Agreement, or in connection with the transactions contemplated by this
Agreement, contains any untrue statement of a material fact, or omits to state a
material fact necessary to make the statements contained herein or therein not
misleading.

         3.19 Investment Intent. Seller is acquiring the Buyer's Stock for its
own account and not with a view to its distribution within the meaning of
Section 2.11 of the Securities Act of 1933, as amended. Seller confirms that
Buyer has made available to Seller and its representatives and agents the
opportunity to ask questions of the officers and management employees of Buyer

                                       9
<PAGE>


and to acquire such additional information about the business and financial
condition of Buyer as Seller as requested, and all such information has been
received.

         3.20 Accounts Receivable. Each of the accounts receivable of the
Corporation that are reflected on the Balance Sheet or the Interim Balance Sheet
or on the accounting records of the Corporation as of the Closing Date
(collectively, the "Accounts Receivable") represent or will represent valid
obligations arising from sales actually made or services actually performed in
the ordinary course of business. Unless paid prior to the Closing Date, the
Accounts Receivable are or will be as of the Closing Date current and
collectible net of the respective reserves shown on the Balance Sheet or Interim
Balance Sheet or on the accounting records of the Corporation as of the Closing
Date (which reserves are adequate and calculated consistent with past practice.)
Schedule 3.20 contains a complete and accurate list of all Accounts Receivable
as of the date of the Interim Balance Sheet, which list sets forth the aging of
such Accounts Receivable. No account debtor has asserted any right to the
setoff, deduction or defense with respect thereto.

         3.21 Inventory. All inventory of the Corporation, whether or not
reflected in the Balance Sheet or the Interim Balance Sheet, consists of a
quality and quantity usable and salable in the ordinary course of business,
except for obsolete items and items of below-standard quality, all of which have
been written off or written down to net realizable value in the Balance Sheet or
Interim Balance Sheet or on the accounting records of the Corporation as of the
Closing Date, as the case may be.

         3.22 No Undisclosed Liabilities. Except as set forth on Schedule 3.22,
the Corporation has no liabilities or obligations of any nature (whether known
or unknown and whether absolute, accrued, contingent or otherwise) except for
liabilities and obligations reflected or reserved against in the Balance Sheet
or Interim Balance Sheet and current liabilities incurred in the ordinary course
of business since the respective dates thereof.

         3.23 Insurance. Seller has delivered to Buyer true and complete copies
of all insurance policies relating to the Assets or Business of the Corporation
which policies are listed on Schedule 3.23 hereto. All policies are (i) valid,
outstanding and enforceable, (ii) issued by an insurer that is financially sound
and reputable, (iii) taken together, provide adequate insurance coverage for the
Assets and operations of the Corporation, and (iv) will continue in full force
and effect following the consummation of the transactions provided for herein.

         3.24 No Material Adverse Change. Since the date of the Interim Balance
Sheet, there has not been any material adverse change in the Business,
operations, properties, prospects, assets, or financial condition of the
Corporation, and no event has occurred or circumstance exists that may result in
such a material adverse change.

         3.25 Bank Accounts and Deposit Boxes. Listed in Schedule 3.25 are the
names and addresses of all banks or financial institutions in which the
Corporation has an account, deposit or safety deposit box with the names of all
persons authorized to draw on these accounts or deposits or to have access to
the boxes.

         3.26 Records. The books of account, minute books, stock record books
and other records of the Corporation are complete and correct in all material
respects and have been maintained in accordance with sound business practices,
including the maintenance of an adequate system of internal controls, and there
have been no transactions involving the Business which properly should have been
set forth therein and which have not been accurately so set forth. The minute
books of the Corporation contain accurate and complete records of all


                                       10
<PAGE>

meetings held of, and corporate action taken by, the stockholders, the Board of
Directors and committees thereof, and no meeting of any such stockholders,
directors or committees has been held for which minutes have not been prepared
and are not contained in such minute books. At the Closing, all of those books
and records will be in the possession of the Corporation.

         3.27 Transactions With Certain Persons. The Corporation, on the one
hand, and the Seller, on the other, do not owe any amount to the other or have
any contract with or commitment to the other except as reflected on the
Corporation's financial statements. The Corporation has not made distributions
or other intra company transfers to the Seller or any Affiliate of the Seller
subsequent to the date of the Corporation's Interim Balance Sheet.



                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         As of the date hereof, Purchaser hereby represents and warrants to
Seller as follows:

         4.1 Organization, Qualification, Etc. of Purchaser. Purchaser is a duly
registered, incorporated and validly existing corporation under the Laws of
Delaware.

         4.2 Authority of Purchaser. Purchaser has all necessary corporate power
and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Purchaser, the performance by Purchaser of its
obligations hereunder and the consummation by Purchaser of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of the Purchaser. This Agreement has been duly executed and
delivered by Purchaser and (assuming due authorization, execution and delivery
by Seller) constitutes the legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms, except as such
enforcement may be subject to (a) Bankruptcy or other similar laws now or
hereafter in effect relating to creditors' rights generally and (b) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

         4.3 No Conflict. Assuming the obtaining of all the consents and
approvals referred to in Section 4.4, the execution, delivery and performance of
this Agreement by Purchaser and the consummation of the transactions
contemplated hereby do not and will not (a) violate, conflict with or result in
the breach of any provision of Purchaser's Articles of Incorporation or Bylaws
(collectively, the "Articles of Incorporation"), (b) conflict with or violate
any Law or Governmental Order applicable to Purchaser, which violation or
conflict could, individually or in the aggregate, have a material adverse effect
on Purchaser, or (c) conflict with, or result in any breach of, constitute a
default (or event which with the giving of notice or lapse or time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, amendment, acceleration, suspension, revocation, or
cancellation of, or result in the creation of any Encumbrance on any of the
assets or properties of Purchaser pursuant to, any note, bond, mortgage or
indenture, contract, agreement, lease, sublease, license, permit, franchise or
other instrument, agreement or arrangement to which Purchaser is a party or by
which any of such assets or properties are bound or affected which could
reasonably be expected to have a material adverse effect on the ability of
Purchaser to consummate the transactions contemplated hereby.


                                       11
<PAGE>

         4.4 Consents and Approvals. Except as disclosed on Schedule 4.4, the
execution, delivery and performance of this Agreement by Purchaser do not and
will not require any consent, approval, authorization or other order of, action
by, filing with, or notification to, any Governmental Authority or any third
party.

         4.5 Litigation. No claims or proceedings are pending or, to the
knowledge of Purchaser, threatened by or against Purchaser (or, to Purchaser's
knowledge, any of its directors, officers, employees or agents) which, if
adversely determined, could reasonably be expected to have a material adverse
effect or could reasonably be expected to affect the legality, validity or
enforceability of this Agreement or the consummation of the transactions
contemplated hereby.
         4.6 Full Disclosure. No representation or warranty of Purchaser
contained in this Agreement and no written statement contained in any financial
or operating data or certificate furnished or to be furnished to Seller pursuant
to this Agreement, or in connection with the transactions contemplated by this
Agreement, contains or will contain any untrue statement of a material fact, or
omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading.

         4.7 Investment Intent. Buyer is acquiring the Common Stock for its own
account and not with a view to its distribution within the meaning of Section
2.11 of the Securities Act of 1933, as amended. Buyer confirms that Seller has
made available to Buyer and its representatives and agents the opportunity to
ask questions of the officers and management employees of the Corporation and to
acquire such additional information about the business and financial condition
of the Corporation as Buyer as requested, and all such information has been
received.




                                    ARTICLE V
                                   DELIVERIES

         5.1 Deliveries by Seller. On or prior to the Closing, Seller shall
execute or cause to be executed and deliver or cause to be delivered to Buyer
the following documents, certificates and agreements:

                  (a) Certificates. Certificates representing the Common Stock,
together with stock transfer forms (if any) duly executed to effect the transfer
of the Seller's Stock to Purchaser on the Books and Records of the Corporation.

                  (b) Required Consents. Each of the consents enumerated on
Schedule 5.1(b).


         5.2 Deliveries by Buyer. On or prior to the Closing, Buyer shall
execute or cause to be executed and deliver or cause to be delivered to Seller
the following documents, certificates and agreements:

                  (a) Certificates. Certificates representing the Buyer's Stock,
together with stock transfer forms (if any) duly executed to effect the transfer
of 1,000,000 shares of the Buyer's Stock on the Books and Records of the Buyer.


                                       12
<PAGE>

                                   ARTICLE VI
                                 INDEMNIFICATION

         6.1 Survival. All representations and warranties contained herein and
made in writing by or on behalf of the parties hereto in connection with the
transactions contemplated hereby shall survive the execution and delivery of
this Agreement and the Closing, without limitation as to time.

         6.2 Purchaser's Right to Indemnification. Subject to the provisions of
this Article VI and in addition to any other rights and remedies available to
Purchaser under applicable law, Seller shall indemnify and hold harmless
Purchaser and any of its officers, directors, shareholders, employees, agents,
representatives, attorneys, successors, predecessors and assigns from and
against any and all losses, obligations, liabilities, damages, claims,
deficiencies, costs and expenses (including, but not limited to, the amount of
any settlement entered into pursuant hereto and all reasonable legal and other
expenses incurred in connection with the investigation, prosecution or defense
of any matter)(collectively "Claims"), which may be asserted against or
sustained or incurred by Purchaser in connection with, arising out of, or
relating to (i)any breach of any, or any false, incorrect or misleading,
representation or warranty that is made by Seller herein or in any Exhibit,
Schedule, certificate or other document delivered to Purchaser by Seller with
respect to Seller in connection with this Agreement or (ii) any breach of any
agreements and covenants made by Purchaser herein or in any Exhibit, Schedule,
certificate or other document delivered to Seller by or on behalf of Purchaser
in connection with this Agreement.

         6.3 Seller's Right to Indemnification. Subject to the provisions of
this Article VI and in addition to any other rights and remedies that may be
available to Seller under applicable law, Purchaser shall indemnify and hold
harmless Seller and its successors, predecessors and assigns from and against
Claims which may be asserted against or sustained or incurred by Seller in
connection with, arising out of, or relating to: (i) any breach of any, or any
false, incorrect or misleading, representation or warranty that is made by
Purchaser herein or in any Exhibit, Schedule, certificate or other document
delivered to Seller by or on behalf of Purchaser in connection with this
Agreement or (ii) any breach of any agreements and covenants made by Purchaser
herein or in any Exhibit, Schedule, certificate or other document delivered to
Seller by or on behalf of Purchaser in connection with this Agreement.

         6.4 Procedure for Claims.

                  (a) Notice of Claim. Promptly, but in any event within 30 days
after obtaining knowledge of any claim or demand which may give rise to, or
could reasonably give rise to, a claim for indemnification hereunder (any such
claim an "Indemnification Claim"), the party or parties entitled to
indemnification hereunder (the "Indemnified Party") shall give written notice to
the party or parties subject to indemnification obligations therefor (the
"Indemnifying Party") of such Indemnification Claim (a "Notice of Claim"). A
Notice of Claim shall be given with respect to all Indemnification Claims.
However, the failure to timely give a Notice of Claim to the Indemnifying Party
shall not relieve the Indemnifying Party from any liability that it may have to
the Indemnified Party hereunder to the extent that the Indemnifying Party is not
prejudiced by such failure. The Notice of Claim shall set forth the amount (or a
reasonable estimate) of the loss, damage or expense suffered, or which may be
suffered, by the Indemnified Party as a result of such Indemnification Claim and
a brief description of the facts giving rise to such Indemnification Claim. The
Indemnified Party shall furnish to the Indemnifying Party such information (in
reasonable detail) as the Indemnified Party may have with respect to such
Indemnification Claim (including copies of any summons, complaint or


                                       13
<PAGE>

other pleading which may have been served on it and any written claim, demand,
invoice, billing or other document evidencing or asserting the same).

                  (b) Third Party Claims.

                           (i) If the claim or demand set forth in the Notice of
Claim is a claim or demand asserted by a third party (a "Third Party Claim"),
the Indemnifying Party shall have 15 days (or such shorter period if an answer
or other response or filing with respect to the pleadings served by the third
party is required prior to the 15th day) after the date of receipt by the
Indemnifying Party of the Notice of Claim (the "Notice Date") to notify the
Indemnified Party in writing of the election by the Indemnifying Party to defend
the Third Party Claim on behalf of the Indemnified Party.

                           (ii) If the Indemnifying Party elects to defend a
Third Party Claim on behalf of the Indemnified Party, the Indemnified party
shall make available to the Indemnifying Party and its agents and
representatives all records and other materials in its possession which are
reasonably required in the defense of the Third Party Claim and the Indemnifying
Party shall pay any expenses payable in connection with the defense of the Third
Party Claim as they are incurred (whether incurred by the Indemnified Party or
Indemnifying Party).

                           (iii) In no event may the Indemnifying Party settle
or compromise any Third Party Claim without the Indemnified Party's consent,
which shall not be unreasonably withheld.

                           (iv) If the Indemnifying Party elects to defend a
Third Party Claim, the Indemnified Party shall have the right to participate in
the defense of the Third Party Claim, at the Indemnified Party's expense (and
without the right to indemnification for such expense under this Agreement).
However, the reasonable fees and expenses of counsel retained by the Indemnified
Party shall be at the expense of the Indemnifying Party if (a) the use of the
counsel chosen by the Indemnifying Party to represent the Indemnified Party
would present such counsel with a conflict of interest; (b) the parties to such
proceeding include both the Indemnified Party and the Indemnifying Party and
there may be legal defenses available to the Indemnified Party which are
different from or additional to those available to the Indemnifying Party; (c)
within 10 days after being advised by the Indemnifying Party of the identity of
counsel to be retained to represent the Indemnified Party, the Indemnified Party
shall have objected to the retention of such counsel for valid reasons (which
shall be stated in a written notice to Indemnifying Party), and the Indemnifying
Party shall not have retained different counsel reasonably satisfactory to the
Indemnified Party; or (d) the Indemnifying Party shall authorize the Indemnified
Party to retain separate counsel at the expense of the Indemnifying Party.

                           (v) If the Indemnifying Party does not elect to
defend a Third Party Claim, or does not defend a Third Party Claim in good
faith, the Indemnified Party shall have the right, in addition to any other
right or remedy it may have hereunder, at the sole and exclusive expense of the
Indemnifying Party, to defend such Third Party Claim.

                           (vi) To the extent that an Indemnified Party recovers
on a Third Party Claim, the amount of such recovery (after deduction of all
costs and expenses incurred in connection with such Third Party Claim) shall
reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the
Indemnifying Party.

                  (c) Cooperation in Defense. The Indemnified Party shall
cooperate with the Indemnifying Party in the defense of a Third Party Claim.
Subject to the foregoing, (i) the


                                       14
<PAGE>

Indemnified Party shall not have any obligation to participate in the defense of
or to defend any Third Party Claim and (ii) the Indemnified Party's defense of
or its participation in the defense of any Third Party Claim shall not in any
way diminish or lessen its right to indemnification as provided in this
Agreement.



                                   ARTICLE VII
                               GENERAL PROVISIONS

         7.1 Expenses. Except as otherwise specified in this Agreement, all
costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.

         7.2 Notices All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made) upon the earliest to occur of
(a) receipt, if made by personal service, (b)three days after dispatch, if made
by reputable overnight courier service, (c) upon the delivering party's receipt
of a written confirmation of a transmission made by cable, by telecopy, by
telegram, or telex or (d) seven days after being mailed by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 7.2):

                  (a)     if to Purchaser:   PrintOnTheNet.com, Inc.
                                             7700 NW 37th Avenue
                                             Miami, FL 33147
                                             Telephone: (305) 691-2800
                                             Facsimile: (305) 836-9231
                                             Attention:  Benjamin Rogatinsky



                  (b)     if to Seller:      Reuben and Shulamit Rogatinsky

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

         7.3 Interpretation. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement. Each party has had the
opportunity to review and participate in the drafting of this Agreement and no
term or provision of this Agreement shall be construed narrowly or strictly
against the party that was responsible for the drafting of this Agreement or
such term or provision.

         7.4 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any Law or public policy, all
other terms and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party.


                                       15
<PAGE>

         7.5 Entire Agreement. Except as otherwise identified herein, this
Agreement, including all of the Exhibits and Schedules attached hereto which are
incorporated herein by this reference constitute the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and
supersede all prior agreements and undertakings, both written and oral, between
Seller and Purchaser with respect to the subject matter hereof and thereof.

         7.6 Assignment. This Agreement and the rights and duties hereunder may
not be assigned or assumed by operation of law or otherwise (other than an
assignment by Purchaser to an Affiliate of Purchaser) without the express prior
written consent of the other parties, as applicable).

         7.7 Amendment; Waiver. This Agreement may not be amended or modified
except by an instrument in writing signed by, or on behalf of, each party
hereto. Each party to this Agreement may (a) extend the time for the performance
of any of the obligations or other acts of the other parties, (b) waive any
inaccuracies in the representations and warranties of the other parties
contained herein or in any document delivered by the other party pursuant hereto
or (c) waive compliance with any of the agreements or conditions of the other
parties contained herein. Any such extension or waiver shall be valid only if
set forth in an instrument in writing signed by all of the other parties to be
bound thereby. Any waiver of any term or condition shall not be construed as a
waiver of any subsequent breach or subsequent waiver of the same term or
condition, or a waiver of any other term or condition, of this Agreement. The
failure of any party to assert any of its rights hereunder shall not constitute
a waiver of any such rights.

         7.8 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Florida (without regard to its
principals regarding conflicts of law).

         7.9 Choice of Forum. All actions or proceedings initiated by any party
hereto and arising directly or indirectly out of this Agreement which are
brought to judicial proceedings shall be litigated in Dade County Circuit Court.

         7.10 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

         7.11 Attorneys' Fees. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief which it may be entitled.

         7.12 Further Action. Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things reasonably necessary, proper or advisable under
applicable Law, and execute and deliver such documents and other papers, as may
be required to carry out the provisions of this Agreement and consummate and
make effective the transactions contemplated by this Agreement.

         IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be executed as of the date first written above.



                                       16
<PAGE>

PrintOnTheNet.com, Inc.                 Reuben Rogatinsky and Shulamit


By:__________________________           --------------------------
                                        Reuben Rogatinsky
Name:________________________
                                        --------------------------
                                        Shulamit Rogatinsky
Title:_______________________



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City of Hamilton v Ontario Water Employees’ Association | Sep 12, 2022
Century Services Corp. v. LeRoy | Jul 8, 2022
United Food and Commercial Workers, Local 175 v Metro Ontario Inc. | Jul 4, 2022
Langmaid’s Island Corporation v Lake of Bays | Sep 12, 2022
WCAT Decision A2102416 | Jul 22, 2022
Inquiry about McAbee Fossil beds | Jul 14, 2022
1088558 Ontario Inc. v. Musial | Sep 16, 2022
Biogen Canada Inc. v. Pharmascience Inc. | Aug 8, 2022
CIC Management Services Inc. v City of Toronto | Jul 21, 2022
Bonterra Energy Corp v Rosells’ Enterprises Ltd | Aug 31, 2022
WCAT Decision A2100606 | Aug 17, 2022
Leffler v Aaron Behiel Legal Professional Corporation | Jun 30, 2022
Espartel Investments v. MTCC No. 993 | Aug 19, 2022
Onespace Unlimited Inc. v. Plus Development Group Corp. | Sep 19, 2022
Professional Institute of the Public Service of Canada v. Canada Revenue Agency | Jun 23, 2022
Community Savings Credit Union v. Bodnar | Jul 29, 2022
Galperti SRL v F.I.A.L. Finanziaria Industrie Alto Lario S.P.A | Jun 30, 2022
WCAT Decision A2102352 | Jul 6, 2022
WCAT Decision A2102306 | Jul 25, 2022
Thrive Capital Management Ltd. v. Noble 1324 Queen Inc. | Jul 12, 2022
Questor Technology Inc v Stagg | Sep 8, 2022
MediPharm v. Hexo and Hwang | Jul 25, 2022
Immunization rates & vaccine hesitancy | Aug 17, 2022
Morabito v. British Columbia Securities Commission | Aug 12, 2022
Killeleagh v Mountain View County (Development Authority) | Aug 24, 2022
Quality Control Council v Stanley Inspection Canada Ltd. | Sep 9, 2022
British Columbia Investment Management Corporation | Aug 17, 2022
Abbeylawn Manor Living Inc. v Sevice Employees International Union, Local 1 Canada | Jul 5, 2022
Windrift Adventures Inc. et al. v. Chief Animal Welfare Inspector | Aug 18, 2022
Irani and Khan v. Registrar, Motor Vehicle Dealers Act | Jul 14, 2022
CP REIT Ontario Properties Limited v City of Toronto | Aug 12, 2022
Potash Corporation of Saskatchewan Inc. v. The Queen | Jul 7, 2022
Wong v. Pretium Resources Inc. | Jul 22, 2022
Labourers' International Union of North America, Local 183, Union v Mulmer Services Ltd. | Aug 5, 2022
City of Mississauga v. Hung | Sep 22, 2022

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