NUTRICEUTICALS COM CORP, SB-2/A, 1999-11-12

NUTRICEUTICALS COM CORP
SB-2/A, 1999-11-12
HEALTH SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
REGISTRATION STATEMENT NO. 333-81835
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NUTRICEUTICALS.COM CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
NEVADA 7375 34-1755390
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(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

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6950 BRYAN DAIRY ROAD
LARGO, FLORIDA 33777
(727) 544-8866
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEPHEN M. WATTERS,
PRESIDENT
NUTRICEUTICALS.COM
CORPORATION
6950 BRYAN DAIRY ROAD
LARGO, FLORIDA 33777
(727) 544-8866
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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PLEASE SEND COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C>
LINA ANGELICI, ESQ. GREGORY SICHENZIA, ESQ.
SCHIFINO & FLEISCHER, P.A. SICHENZIA, ROSS & FRIEDMAN, LLP
ONE TAMPA CITY CENTER, SUITE 2700 135 WEST 50TH STREET, 20TH FLOOR
TAMPA, FLORIDA 33602 NEW YORK, NEW YORK 10020
TELEPHONE: (813) 223-1535 TELEPHONE: (212) 664-1200
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</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If any of the Securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

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<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1999

PROSPECTUS

1,500,000 SHARES

NUTRICEUTICALS.COM CORPORATION

COMMON STOCK
($.001 PAR VALUE)

All of the 1,500,000 shares of common stock offered hereby are being sold
by Nutriceuticals.com Corporation. Although our shares are listed for trading
on the OTC Electronic Bulletin Board under the symbol "DMAX," there has been no
active trading market for our common stock. It is currently estimated that the
offering price will be between $8.00 and $10.00 per share. We have applied to
have our stock approved for listing on the Boston Stock Exchange and approved
for quotation on the National Association of Securities Dealers Automated
Quotation System, SmallCap Market.

INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR
INVESTMENT. SEE "RISK FACTORS" COMMENCING ON PAGE 5.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION, HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

TERMS OF THE OFFERING
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<TABLE>
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PROCEEDS BEFORE
PRICE TO UNDERWRITING DISCOUNTS EXPENSES
PUBLIC AND COMMISSIONS TO NUTRICEUTICALS.COM(1)
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<S> <C> <C> <C>
Per Share ......... $ $ $
Total ............. $ $ $
</TABLE>
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(1) The estimated expenses of the offering are $370,000.
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The underwriters may, under some circumstances, for 45 days after the date
of this prospectus, purchase up to an additional 225,000 shares of common stock
from us at the public offering price less the underwriting discount.

Delivery of the shares of common stock will be made on or about ,
1999, against payment in immediately available funds.

KASHNER DAVIDSON SECURITIES CORPORATION

Prospectus dated November , 1999

<PAGE>

TABLE OF CONTENTS
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PAGE
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SUMMARY ................................. 1
RISK FACTORS ............................ 5
USE OF PROCEEDS ......................... 14
DIVIDEND POLICY ......................... 14
MARKET FOR THE COMMON STOCK ............. 14
CAPITALIZATION .......................... 16
DILUTION ................................ 17
CONSOLIDATED FINANCIAL DATA ............. 18
SELECTED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL DATA .......... 19
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ............ 20
</TABLE>

<TABLE>
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PAGE
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BUSINESS .................................. 21
BECAN ..................................... 30
MANAGEMENT ................................ 33
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS .......... 38
DESCRIPTION OF CAPITAL STOCK .............. 39
UNDERWRITING .............................. 41
LEGAL MATTERS ............................. 42
EXPERTS ................................... 42
ADDITIONAL INFORMATION .................... 43
INDEX TO FINANCIAL STATEMENTS ............. F-1
</TABLE>

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

INFORMATION CONTAINED ON OUR WEB SITES DOES NOT CONSTITUTE PART OF THIS
DOCUMENT.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus are forward-looking statements.
These forward-looking statements include statements in the "Business--Industry
Background," and "--The Nutriceuticals.com Solution" sections of this
prospectus relating to trends in Internet use and electronic commerce. These
forward-looking statements also include statements relating to the Company's
performance in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Use of Proceeds," and "Business" sections of this
prospectus. Forward-looking statements include statements regarding the intent,
belief or current expectations of the Company or its officers (including
statements preceded by, followed by or including forward-looking terminology
such as "may," "will," "should," "believe," "expect," "anticipate," "estimate,"
"continue" or similar expressions or comparable terminology) with respect to
various matters.

All forward-looking statements in this prospectus are based on information
available to us on the date of this prospectus. Please note that matters set
forth under the caption "Risk Factors" constitute cautionary statements
identifying important factors with respect to the forward-looking statements,
including certain risks and uncertainties, that could cause actual results to
differ materially from those in such forward-looking statements.

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<PAGE>

SUMMARY

YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION REGARDING OUR COMPANY AND THE COMMON STOCK BEING SOLD IN THIS
OFFERING AND OUR CONSOLIDATED FINANCIAL STATEMENTS, PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS PROSPECTUS.
BECAUSE THIS IS ONLY A SUMMARY, YOU SHOULD READ THE REST OF THIS PROSPECTUS
BEFORE YOU INVEST IN OUR COMMON STOCK. READ THE ENTIRE PROSPECTUS CAREFULLY,
ESPECIALLY THE RISKS DESCRIBED UNDER "RISK FACTORS." UNLESS OTHERWISE
INDICATED, THE INFORMATION IN THIS PROSPECTUS HAS BEEN ADJUSTED TO GIVE
RETROACTIVE EFFECT TO A NUMBER OF STOCK SPLITS AND REVERSE STOCK SPLITS AS
DESCRIBED IN NOTES 7 AND 9 TO THE COMPANY'S FINANCIAL STATEMENTS INCLUDED
ELSEWHERE HEREIN AND ASSUMES THAT THE UNDERWRITER'S OVER-ALLOTMENT OPTION HAS
BEEN EXERCISED.

NUTRICEUTICALS.COM CORPORATION

The Company recently commenced operations as an online retailer of
vitamins, nutritional supplements and other natural products and its revenues
to date have been nominal. However, on September 9, 1999, we entered into an
agreement to acquire all of the issued and outstanding shares of common stock
of Becan Distributors, Inc., a wholesale distributor of pharmaceutical products
and to a lesser extent, over-the-counter drugs and health and beauty care
products. Becan has been in operation since 1997 and substantially all of its
sales have been to independent pharmacies.

With the acquisition of Becan pending, we have changed the focus of the
Company from being an online retailer to an online business-to-business
wholesale portal in which manufacturers, distributors, wholesalers, and
retailers can improve their trading efficiency by exchanging goods and services
through a secure public and private channel, the Nutriceuticals.com web site.
We believe that by creating a wholesale portal:

o manufacturers, distributors, wholesalers, and retailers will be able to
list their products and start transacting business on the Internet quickly
at a low cost;

o manufacturers, wholesalers, and distributors will have an efficient system
to dispose of problematic inventories in a rapidly growing Internet market;

o manufacturers, distributors, wholesalers, and retailers will have an
effective mechanism to turn close-out items into cash;

o buyers will have a means of getting the lowest possible price as determined
by the market.

The Company's objective is to become a leading owner and operator of an
online portal for pharmaceuticals, over-the-counter drugs, health and beauty
care products, and private label nutritional supplements. To accomplish this
the Company will endeavor to provide:

o an electronic commerce market place - a new way of doing business through
Internet technology that eliminates territorial and regional borders.;

o quality products at competitive prices;

o efficient service through online automation;

o a community environment for news, information and online forums.

To reflect the new focus of the Company's business, the Company plans to
propose to shareholders at the next Annual Meeting of Shareholders a corporate
name change to "DrugMax.com, Inc."

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<PAGE>

INDUSTRY OVERVIEW

The Internet has emerged as the fastest growing communications medium in
history and is dramatically changing how businesses and individuals communicate
and share information. International Data Corporation estimates that the number
of Internet users will grow from 97 million at the end of 1998 to 320 million
by 2002, though Nutriceuticals.com may not benefit from this growth. The
Internet has created new opportunities for conducting commerce, such as
business-to-consumer and person-to-person e-commerce. Recently, the widespread
adoption of intranets and the acceptance of the Internet as a business
communications platform has created a foundation for business-to-business e-
commerce that offers the potential for organizations to streamline complex
processes, lower costs and improve productivity. Business-to-consumer and
person-to-person e-commerce is a one-way network that deals directly with
buyers and creates benefits mostly for sellers. Business-to-business e-consumer
tends to be a two-way network that mediates between buyers and sellers and
creates benefits for both sides. Internet-based business-to-business e-commerce
is poised for rapid growth and is expected to represent a significantly larger
opportunity than business-to-consumer or person-to-person e-commerce. According
to Forrester Research, business-to-business e-commerce is expected to grow from
$43 billion in 1998 to $1.3 trillion in 2003, accounting for more than 90% of
the dollar value of e-commerce in the United States by 2003. There is no
assurance, however, that Nutriceuticals.com will benefit from this growth.

BECAN ACQUISITION

On September 9, 1999, the Company entered into an agreement to acquire all
of the issued and outstanding shares of common stock of Becan, a wholesale
distributor of pharmaceutical products and to a lesser extent, over the counter
drugs, and health and beauty care products. Such acquisition is subject to the
consummation of this offering. Becan commenced operations in January 1997 and
its net revenues for the year ended March 31, 1999 and three months ended June
30, 1999 were $31.1 million and $12.2 million, respectively. Net income for the
respective periods were $94,031 and $58,301. Stockholders equity at June 30,
1999 was $199,761. See "Becan", "Management--Loans and Other Affiliated
Transactions" and the Financial Statements of Becan.

We believe that the Becan acquisition will provide the Company's online
portal with a significant source of both potential buyers and sellers. In
addition, the operation of Becan as a distributor will provide the Company with
additional cash flow to supplement the proceeds of this offering.

Our address is 6950 Bryan Dairy Road, Largo, Florida 35777, our telephone
number is 727/544-8866, extention 224, and our Web sites are
www.nutriceuticals.com, www.javaslim.com, and www.healthseek.com.

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THE OFFERING

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Common Stock Offered ................................. 1,500,000 shares
Common Stock Outstanding After this Offering ......... 6,316,707 shares(1)
Use of Proceeds ...................................... Purchase of Becan, repayment of
indebtedness, general corporate purposes
(principally sales and marketing for brand
development and Web site recognition) and
possible acquisitions.
OTC Electronic Bulletin Board Symbol ................. DMAX
</TABLE>

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(1) Includes 2,000,000 shares to be issued in connection with the purchase of
Becan. Does not include 1,000,000 shares which will be held in escrow
pending Becan's attainment of certain financial targets for the years
ending March 31, 2000 and 2001. See "Becan."

RISK FACTORS

Investing in our common stock involves a high degree of risk. For a
discussion of certain risks that you should consider before buying shares of
our common stock, see "Risk Factors" beginning at page 5 of this prospectus.

3
<PAGE>

CONSOLIDATED AND PRO FORMA FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------- YEAR ENDED THREE MONTHS ENDED
MAR. 31, 1998(1) MAR. 31, 1999(2) MAR. 31,1999 JUNE 30, 1999
------------------ ------------------ -------------- -----------------------------
PRO FORMA(3) UNAUDITED PRO FORMA(3)
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<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Net revenues .......................... $ 7,019 $ 37,118 $31,111,979 $ 33,899 $12,230,155
Gross profit (loss) ................... (9,741) 22,622 897,616 19,113 301,532
Selling general and administrative
expenses ............................. 26,839 132,793 1,118,241 101,308 232,863
Goodwill amortization ................. -- -- 520,016 -- 130,004
Loss from operations .................. (36,215) (110,171) (740,641) (82,195) (61,335)
Other income (net) .................... 32,215 1,761 1,761 (254) 46,571
Net loss .............................. (4,365) (108,410) (738,880) (82,449) (107,906)
========= ========== =========== ========== ===========
Basic and diluted net loss per share .. $ (.02) $ (.08) $ (.22) $ (.06) $ (.03)
--------- ---------- ----------- ---------- -----------
Basic and diluted weighted average
common shares outstanding ............ 175,514 1,372,230 3,392,729 2,676,707 3,392,729
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1999
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ACTUAL PRO FORMA(3) AS ADJUSTED(4)
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<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash ................................... $ 14,599 $ 136,761 $ 9,776,761
Working capital ........................ (89,722) 55,917 9,835,917
Total assets ........................... 128,570 11,644,119 21,284,119
Stockholders' equity (deficit) ......... (44,522) 7,995,478 17,775,478
</TABLE>

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(1) The March 31, 1998 financial data has been reclassified from the
liquidation basis of accounting to conform to the March 31, 1999
presentation.
(2) Includes a predecessor corporation from April 1, 1998 to September 7, 1998
(prior to merger) and Nutriceuticals from September 8, 1998 (inception) to
March 31, 1999. See the "Consolidated Financial Statements and Notes
thereto, included elsewhere herein.
(3) Gives effect to certain consulting and employment agreements dated as of
March 31, 1999, April 1, 1999, and August 16, 1999, the HealthSeek.com and
Becan acquisitions, and the acquisition of the World Wide Web site domain
name "www.nutriceuticals.com." See "Management--Compensation of Executive
Officers," "Business--The HealthSeek.com Acquisition," and "Becan." See
also the Unaudited Pro Forma Consolidated Financial Statements and Notes
thereto included elsewhere herein.
(4) Gives effect to the sale of the common stock offered hereby and the
application of the net proceeds received therefrom; the acquisition of the
World Wide Web site domain name "www.nutriceuticals.com" and the
acquisition of Becan.

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<PAGE>

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING A
DECISION TO INVEST IN NUTRICEUTICALS.COM. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF FUTURE
OPERATION COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING
PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.

WE HAVE A LIMITED E-COMMERCE OPERATING HISTORY AND WE MAY NOT BE ABLE TO
SUCCESSFULLY MANAGE OUR BUSINESS OR ACHIEVE PROFITABILITY

The Company's natural products business began in September 1998, and
commenced Internet sales in February 1999. Accordingly, we have nominal
revenues to date from the internet business and only a limited operating
history on which to base an evaluation of our business and prospects. Although
we have contracted to acquire a distributor, the Company's prospects should
still be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as online commerce. Such
risks for the Company include, but are not limited to, and evolving and
unpredictable business model and the management of growth. To address these
risks, the Company must, among other things, develop and maintain its customer
base, implement and successfully execute its business and marketing strategy,
continue to develop and upgrade its technology and transaction-processing
systems, improve its Web sites, provide superior customer service and order
fulfillment, respond to competitive developments, and attract, retain and
motivate qualified personnel. We may not be able to successfully address such
risks, or manage our business to achieve or maintain profitability. The failure
to do so could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.

WE HAVE INCURRED NET LOSSES SINCE INCEPTION AND ANTICIPATE CONTINUED LOSSES AND
NEGATIVE CASH FLOW

From inception of our business in September 1998 through June 30, 1999, we
incurred net operating losses of $(195,224). As of June 30, 1999, we had a
negative net equity of $(44,522). We anticipate our losses from our e-commerce
operations will increase significantly from current levels because we expect to
invest heavily in:

o brand development, marketing and promotion;

o Web site content development;

o strategic relationship development and maintenance; and

o Web site technology and operating infrastructure development.

We anticipate relatively low gross margins, therefore our ability to
become profitable given our planned expenses depends on our ability to generate
and sustain substantial sales from e-commerce operations. If we do achieve
profitability, we cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis in the future. If we cannot
achieve and sustain operating profitability or positive cash flow from
operations, we may be unable to meet our working capital requirements without
seeking additional financing.

On a pro-forma basis, after giving effect to the Becan acquisition, we
will show revenues of approximately $31.1 million for the year ended March 31,
1999 and $12.2 million for the three months ended June 30, 1999, and losses of
approximately $740,000 and $108,000 for such periods. Our amortization expense
for such periods would have been approximately $520,000 and $130,000,
respectively.

DEPENDENCE ON OFFERING PROCEEDS AND ADDITIONAL CAPITAL NEEDS

We require substantial working capital to fund our e-commerce business.
The Company does not presently have adequate cash from operations or financing
activities to meet either its short-term or

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long-term capital needs. Accordingly, the Company is dependent on and intends
to use a substantial portion of the proceeds of this offering to fund its
operations and implement its marketing strategies. We anticipate that the net
proceeds we receive from this offering will be sufficient to meet our current
capital requirements through the next 12 months. Thereafter, if we are not able
to generate a positive cash flow, we will likely have to raise additional
funds.

The actual amount and timing of our future capital requirements may differ
materially from our estimates. In particular, our estimates may be inaccurate
as a result of changes and fluctuations in our revenues, operating costs and
development expenses. Our revenues, operating costs and development expenses
will be negatively affected by any inability to:

o effectively and efficiently manage the expansion of our operations;

o obtain favorable co-branding or Internet marketing agreements with third
parties;

o negotiate favorable contracts and relationships with manufacturers,
distributors and wholesalers; and

o obtain brand recognition, attract sufficient numbers of customers or
increase the volume of e-commerce sales of our products.

Our e-commerce revenues and costs also depend upon factors that we cannot
control. These factors include changes in technology and regulations, increased
competition and factors such as Web integrity, seasonality, and performance by
third parties in connection with our operations. Because of these factors, our
actual revenues and costs are uncertain and may vary considerably. These
variations may significantly affect our future need for capital. Also, if we
accelerate the expansion of our operations or complete any acquisitions, we
will require more funding sooner than we currently expect. We may be unable to
raise funds sufficient for our needs, either on suitable terms or at all. This
result would substantially harm the trading price of our common stock and
materially harm our business.

OUR MANAGEMENT TEAM IS NEW AND WE NEED ADDITIONAL PERSONNEL

Our online commerce business began in September 1998 and we launched our
first online store in February 1999. The Company is substantially dependent on
the efforts of Mr. Stephen Watters, President, Chief Executive Officer and
Chief Financial Officer, and Mr. Jugal Taneja, former Chief Executive Officer,
consultant and director who have no proven record of success in the selling of
health products via the Internet. In addition, our future success depends on
our ability to identify, attract, hire, train, retain and motivate other highly
skilled technical, managerial, editorial, merchandising, marketing and customer
service personnel. We currently have 4 employees and 2 consultants. Following
this offering and the acquisition of Becan, we will have 14 employees and 2
consultants, and we expect to add additional personnel to manage the
anticipated growth of our operations. However, the e-commerce market is highly
competitive, and retaining new personnel could be costly in terms of cash
compensation or equity necessary to attract them to the Company, or such
personnel may not be available to the Company on any terms. Competition for
these individuals is intense and we may be unable to successfully attract,
assimilate or retain sufficiently qualified personnel in the future. The
Company does not currently carry key man life insurance for its principal
officer.

MANAGEMENT AND CERTAIN STOCKHOLDERS CAN EXERCISE CONTROL OVER NUTRICEUTICALS.COM

Upon consummation of the offering and the Becan acquisition, there will be
6,316,707 shares outstanding of which our current directors and executive
officers and their respective affiliates will beneficially own, in the
aggregate, approximately 58.2%. In particular, Jugal K. Taneja, a principal
shareholder and director, will beneficially hold 40.2% of our outstanding
common stock upon

6
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completion of this offering, and collectively in concert with his adult
children, will control 46.6%. Therefore, if these shareholders act together,
they will be able to exercise control over all matters requiring shareholder
approval, including the election of directors and approval of significant
corporate transactions. Such concentration of ownership may also have the
effect of delaying, preventing or deterring a change in our control which could
adversely affect the market price of our common stock. See "Security Ownership
of Management and Certain Beneficial Owners."

THE BOOK VALUE OF THE SHARES YOU PURCHASE IN THIS OFFERING WILL BE DILUTED
SUBSTANTIALLY

As of June 30, 1999, the Company had a negative net tangible book value of
$(44,522) or $(.02) per share. The pro forma adjusted net tangible book value
of the common stock as of June 30, 1999 will be $1.55 per share. As a result,
if you purchase shares of common stock in this offering, the net tangible book
value per share of the common stock you purchase will be diluted by an amount
equal to $7.45 per share upon the completion of this offering.

PAYMENTS TO AFFILIATES

The Company plans to use approximately $190,000 from the proceeds of the
offering to repay loans from our President Stephen M. Watters, and from
affiliated entities under the control of Jugal K. Taneja, a principal
shareholder and director and from Howard Howell, a director, and approximately
$146,000 of the proceeds for the payment of accrued compensation to Mr. Walters
and Mr. Taneja. See "Use of Proceeds" and "Management--Loans and Other
Affiliated Transactions."

WE ARE SUBJECT TO RISKS ASSOCIATED WITH DEPENDENCE ON THE INTERNET AND INTERNET
INFRASTRUCTURE DEVELOPMENT

Our success will depend in large part on continued growth in, and the use
of, the Internet. There are critical issues concerning the commercial use of
the Internet which remain unresolved. The issues concerning the commercial use
of the Internet which we expect to affect the development of the market for our
products and services include:

<TABLE>
<S> <C>
o security o ease of access
o reliability o quality of service
o cost o necessary increases in bandwidth availability
</TABLE>

The adoption of the Internet for information retrieval and exchange,
commerce and communications, particularly by those enterprises that have
historically relied upon traditional means of commerce and communications,
generally will require that these enterprises accept a new medium for
conducting business and exchanging information. These entities likely will
accept this new medium only if the Internet provides them with greater
efficiency and an improved area of commerce and communication.

Demand and market acceptance of the Internet are subject to a high level
of uncertainty and are dependent on a number of factors, including the growth
in consumer access to and acceptance of new interactive technologies, the
development of technologies that facilitate interactive communication between
organizations and targeted audiences and increases in user bandwidth. If the
Internet fails to develop or develops more slowly than we expect as a
commercial or business medium, it will adversely affect our business.

OUR FUTURE E-COMMERCE OPERATING RESULTS ARE UNPREDICATABLE

Our revenues and operating results may fluctuate significantly from
quarter to quarter due to a number of factors, not all of which are in our
control. These factors include:

o our ability to attract and retain new customers and maintain customer
satisfaction;

o new Web sites, services and products introduced by us or by our
competitors;

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<PAGE>

o price competition;

o decreases in the level of growth, use of, or consumer acceptance of, the
Internet and other online services for the purchase of consumer products;

o our ability to upgrade and develop our systems and infrastructure and
attract new personnel in a timely and effective manner;

o traffic levels on our Web sites and our ability to convert that traffic
into customers;

o technical difficulties or system downtime affecting the Internet or
online services, generally, or the operation of our Web sites;

o the failure of Internet bandwidth to increase significantly over time
and/or an increase in the cost to consumers of obtaining or using
Internet bandwidth;

o government regulations related to use of the Internet for commerce or
sales and distribution of natural products; and

o general economic conditions and economic conditions specific to the
Internet, online commerce and the software industry.

OUR MARKETS ARE HIGHLY COMPETITIVE

The online commerce market is new, rapidly evolving and intensely
competitive. We expect competition to intensify in the future because barriers
to entry are minimal, and current and new competitors can launch new Web sites
at a relatively low cost. In addition, the health products industry is
intensely competitive. We currently compete primarily with wholesalers and
distributors of pharmaceuticals, over-the-counter drugs and health and beauty
products.

We also compete with the growing number of manufacturers that sell their
products directly online. We anticipate that we may soon compete with other
manufacturers, distributors and wholesalers that plan to sell their products
directly to customers online in the near future. We also compete with
traditional store-based retailers and mail order and/or direct marketers.
Competitive pressures created by any one of these current or future
competitors, could have a material adverse affect on our operations. See
"Business--Competition."

WE ARE SUBJECT TO CAPACITY CONSTRAINT RISKS; RELIANCE ON INTERNALLY DEVELOPED
SYSTEMS AND SYSTEM DEVELOPMENT RISKS

A key element of our strategy is to generate a high volume of traffic on,
and use of, our Web sites. Accordingly, our Web site transaction processing
systems and network infrastructure performance, reliability and availability
are critical to our operating results. These factors are also critical to our
reputation and our ability to attract and retain customers and maintain
adequate customer service levels. The volume of goods we sell and the
attractiveness of our product and service offerings will decrease if there are
any systems interruptions that affect the availability of our Web sites or our
ability to fulfill orders. We will continually enhance and expand our
technology and transaction processing systems, and network infrastructure and
other technologies, to accommodate increases in the volume of traffic on our
Web sites. See "Use of Proceeds." We may be unsuccessful in these efforts or we
may be unable to accurately project the rate or timing of increases in the use
of our Web sites. We may also fail to timely expand and upgrade our systems and
infrastructure to accommodate these increases.

RAPID TECHNOLOGICAL CHANGE MAY ADVERSELY AFFECT US

To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our online stores. The Internet
and the online commerce industry are

8
<PAGE>

characterized by rapid technological change, changes in user and customer
requirements and preferences and frequent product and service introductions. If
competitors introduce products and services embodying new technologies or if
new industry standards and practices emerge, then our existing Web sites,
proprietary technology and systems may become obsolete. Our future success will
depend on our ability to do the following:

o both license and/or internally develop leading technologies useful in our
business;

o enhance our existing services;

o develop new services and technology that address the increasingly
sophisticated and varied needs of our prospective customers; and

o respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.

The development of our Web sites and other proprietary technology entails
significant technical and business risks. We may use new technologies
ineffectively or we may fail to adapt our Web sites, proprietary technology and
transaction processing systems to customer requirements or emerging industry
standards. If we face material delays in introducing new services, products and
enhancements, our customers may forego the use of our products and services and
use those of our competitors.

WE RELY ON MANUFACTURERS, DISTRIBUTORS AND WHOLESALERS FOR OUR PRODUCTS

We are entirely dependent upon the manufacturers, distributors and
wholesalers that supply us with products for resale, and the availability of
these products is unpredictable. As is common in the industry, we have no
long-term or exclusive arrangements with any manufacturer or distributor, other
than Becan, that guarantees the availability of any of our products for resale.

WE ARE SUBJECT TO RISK OF SYSTEM FAILURE

Our success, in particular our ability to successfully receive and fulfill
orders and provide high quality customer service, largely depends on the
efficient and uninterrupted operation of our computer and communications
systems. The Company contracts with third parties to host our computer and
communications hardware systems and to maintain our critical connection to the
Internet.

Our systems and operations are vulnerable to damage or interruption from
fire, flood, power loss, telecommunications failure, break-ins, earthquake and
similar events. We have no formal disaster recovery plan and carry no business
interruption insurance to compensate us for losses that may occur. Furthermore,
our security mechanisms or those of our suppliers may not prevent security
breaches or service breakdowns. Despite our implementation of security
measures, our servers may be vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions. These events could cause
interruptions or delays in our business, loss of data or render us unable to
accept and fulfill orders.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH ONLINE COMMERCE SECURITY AND CREDIT
CARD FRAUD

A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. Our business may
be adversely affected if our security measures do not prevent security breaches
and we cannot assure that we can prevent all security breaches. To the extent
that our activities, or those of third-party contractors, involve the storage
and transmission of proprietary information (such as credit card numbers),
security breaches could damage our reputation, and expose us to a risk of loss
or litigation and possible liability. Under current credit card practices, a
merchant is liable for fraudulent credit card transactions where, as is the
case with the transactions we process, that a merchant does not obtain a
cardholder's signature. Fraudulent use of credit card data in the future could
adversely affect our business.

9
<PAGE>

WE MAY NOT SUCCESSFULLY PROTECT OUR PROPRIETARY RIGHTS

We regard copyrights, service marks, trademarks, trade dress, trade
secrets and similar intellectual property as critical to our success. To
protect our proprietary rights, we will rely on trademark and copyright law,
trade secret protection and confidentiality and/or license agreements with our
employees, customers, partners and others. We will pursue the registration of
our trademarks and service marks in the United States. We have applied for
Federal registration of the mark "Java Slim," and after consummation of this
offering, we intend to apply for the marks "Nutriceuticals.com" and "Dr.
Nutriceutical." We cannot be certain that federal registration of these service
marks or any other service mark will issue. In addition, effective trademark,
service mark, copyright and trade secret protection may be unavailable in every
country in which our products and services are available online. We have not
applied to register any mark outside the U.S. or taken any trademark searches
to determine whether any of these marks is available for use or registration
outside the United States in connection with vitamins and other natural
products.

To date, there have been no interruptions in the Company's business as the
result of any claim of infringement. However, no assurance can be given that
the Company will not be adversely affected by the assertion of intellectual
property rights belonging to others. The effects of such assertions could
include requiring the Company to alter or withdraw existing trademarks or
products, delaying or preventing the introduction of products, or forcing the
Company to pay damages if the products have been introduced.

The steps we take to protect our proprietary rights may be inadequate, or
third parties might infringe or misappropriate our trade secrets, copyrights,
trademarks, trade dress and similar proprietary rights. In addition, others
could independently develop substantially equivalent intellectual property. We
may have to litigate in the future to enforce our intellectual property rights,
to protect our trade secrets or to determine the validity and scope of the
proprietary rights of others. Such litigation could result in substantial costs
and the diversion of our management and technical resources which could harm
our business.

WE MAY BE LIABLE FOR INTERNET CONTENT

We believe that our future success will depend in part upon our ability to
deliver original and compelling descriptive content (information, articles,
editorials, etc.) about the products we sell on the Internet and about related
healthcare and wellness issues. Accordingly, the Company anticipates that it
will become a publisher of online content in the foreseeable future. At such
time, we will face potential liability for defamation, negligence, copyright,
patent or trademark infringement, or other claims based on the nature and
content of materials that we publish or distribute. In the past, plaintiffs
have brought such claims and sometimes successfully litigated them against
online services. In addition, in the event that we implement a greater level of
interconnectivity on our Web sites, we will not and cannot practically screen
all of the content our users generate or access, which could expose us to
liability with respect to such content. We do not presently carry general
liability insurance, and any such insurance obtained in the future may not
cover claims of these types or may be inadequate to indemnify us for all
liability that may be imposed on us. If we face liability, then our reputation
and our business may suffer.

WE MAY BE SUBJECT TO SALES AND OTHER TAXES

We do not currently collect sales or other similar taxes for physical
shipments of goods into states other than Florida. However, one or more local,
state or foreign jurisdictions may seek to impose sales tax collection
obligations on us and other out of state companies which engage in online
commerce. In addition, any new operations in states outside Florida could
subject our shipments into such states to state sales taxes under current or
future laws. If one or more states or any foreign country successfully asserts
that we should collect sales or other taxes on the sale of our merchandise, it
could adversely affect our business.

10
<PAGE>

WE MAY BECOME SUBJECT TO ADDITIONAL GOVERNMENT REGULATION

Laws and regulations directly applicable to communications or commerce
over the Internet are becoming more prevalent. The most recent session of the
U.S. Congress resulted in Internet laws regarding children's privacy,
copyrights, taxation and the transmission of sexually explicit material. The
European Union recently enacted its own privacy regulations. The law of the
Internet, however, remains largely unsettled, even in areas where there has
been some legislative action. It may take years to determine whether and how
existing laws such as those governing intellectual property, privacy, libel,
contracts and taxation apply to the Internet. In addition, the growth and
development of the market for online commerce may prompt calls for more
stringent consumer protection laws, both in the United States and abroad, that
may impose additional burdens on companies conducting business online. The
adoption or modification of laws or regulations relating to the Internet could
adversely affect our business.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH ACQUISITIONS

On September 9, 1999, we entered into an agreement for the purchase of all
of the outstanding shares of common stock of Becan, a wholesale distributor of
pharmaceuticals, over-the-counter drugs, and health and beauty care products.
There can be no assurance that we will successfully assimilate the additional
personnel, operations, acquired technology and products of Becan into our
business, or retain key personnel.

In addition to the acquisition of Becan, we intend to seek investments in
complementary companies, products or technologies. If we buy a company, we
could have difficulty in assimilating that company's personnel and operations.
In addition, the key personnel of an acquired company may decide not to work
for us. We could also have difficulty in assimilating the acquired technology
or products into our operations. These difficulties could disrupt our ongoing
business, distract our management and employees and increase our expenses. In
addition, future acquisitions could have a negative impact on our business,
financial condition and results of operations. Furthermore, we may have to
incur debt or issue equity securities to pay for any future acquisition, the
issuance of which would be dilutive to our existing stockholders.

WE MAY HAVE POTENTIAL CONFLICTS OF INTEREST WITH INNOVATIVE HEALTH PRODUCTS,
INC.

Substantially all of our e-commerce sales to date, although nominal, have
resulted from the sale of our brand label products, which are manufactured for
us by Innovative Health Products, Inc., an affiliated entity. We have not
entered into an agreement with Innovative to define the ongoing relationship
between the companies. As a result of the affiliation between Innovative and
ourselves, any future agreement between the two companies may not be deemed the
result of arms' length negotiations. Further, although we and Innovative are
engaged in related businesses, the companies currently have no policies to
govern the pursuit or allocation of corporate opportunities between us in the
event they arise. See "Management--Loans and Other Affiliated Transactions."

THE OFFERING PRICE OF OUR STOCK MAY BE ARBITRARY

Prior to this offering there has been no active trading market for our
common stock. There can be no assurances that an active market for our stock
will develop or continue after this offering. The offering price of was
determined through negotiations between the Company and the underwriter. The
offering price may not bear any relationship to the market price for our common
stock after this offering. The offering price of the shares does not bear any
relationship to assets, earnings, book value, or other criteria of value
applicable to the Company. You should not consider the offering price to be and
indication of the actual value of our common stock. The price of our stock is
subject to change as a result of market conditions and other factors. No
assurances can be given that our stock can be resold at the offering price.

11
<PAGE>

POSSIBLE ILLIQUIDITY OF THE TRADING MARKET

The Company's common stock is presently quoted on the OTC Electronic
Bulletin Board, which is a significantly less liquid market than the Nasdaq
SmallCap Market or other stock exchanges. As a result of the common stock being
quoted on the OTC Electronic Bulletin Board, an investor may find it more
difficult to dispose of, or to obtain accurate quotations as to the price of,
the common stock than if those securities were listed on the Nasdaq SmallCap
Market or another stock exchange. We have applied for listing of our common
stock on The Nasdaq SmallCap Market and the Boston Stock Exchange. However,
there can be no assurance that the Company will become able to satisfy the
quantitative and other listing requirements for listing on the SmallCap Market
or the Boston Stock Exchange. Similarly, if our listing application were
accepted, there can be no assurance that we would be able to continue to meet
the requirements necessary to stay listed.

OUR COMMON STOCK PRICE MAY BE VOLATILE

The stock market has experienced extreme price and volume fluctuations,
which have particularly affected the market prices of many Internet related
companies, and which have often been unrelated to the operating performance of
these companies. The trading price of our common stock is likely to be highly
volatile and subject to wide fluctuations due to the fact that we are an
Internet company, as well as in response to the following factors:

o announcements of technological innovations, new sales formats or new
products or services by us or our competitors;

o conditions or trends in the Internet and online commerce industries;

o changes in the economic performance and/or market valuations of other
Internet, online service or retail companies;

o announcements by us of significant acquisitions, strategic partnerships,
joint ventures or capital commitments; and

o general economic conditions and changes or volatility in the financial
market.

These broad market and industry factors may adversely affect the market
price of our common stock, regardless of our actual operating performance. In
the past, following periods of volatility in the market price of stock, many
companies have been the object of securities class action litigation. If we
were to be sued in a securities class action, it could result in substantial
costs and a diversion of management's attention and resources.

FUTURE PUBLIC SALES OF OUR COMMON STOCK COULD ADVERSELY AFFECT OUR STOCK PRICE

If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our common stock
could fall. Such sales might also make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem
appropriate. Upon completion of this offering and purchase of Becan, we will
have outstanding 6,316,707 shares of common stock (excluding the 1,000,000
common shares held in escrow). Of these shares, the 1,500,000 shares sold in
this offering, together with 155,892 additional shares of our common stock,
will be freely tradeable without restriction. The remaining 4,660,815 shares of
our common stock (excluding the shares held in escrow) are deemed restricted
shares of which 2,640,000 shares will be eligible for sale within 12 months of
this offering and the remainder of 2,000,000 shares subsequent to 12 months
from this offering. See "Description of Capital Stock--Shares Eligible for
Future Sales."

POSSIBLE ADVERSE EFFECT OF "PENNY STOCK" RULES ON LIQUIDITY FOR THE COMPANY'S
SECURITIES

Rule 3a51-1 under the Securities Exchange Act of 1934 categorizes any
equity security as a "penny stock" where the equity security has a price of
less than $5.00 per share (other than securities

12
<PAGE>

registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that the current price and volume information with respect to
transactions in such securities is provided by the exchange or system), subject
to certain exceptions including where the issuer has (i) net tangible assets
(equal to total assets less intangible assets and liabilities) exceeding
$2,000,000 (as demonstrated by financial statements dated less than 15 months
prior to the date of the transaction in question) and the issuer has been in
continuous operation for at least three years; (ii) net tangible assets of at
least $5,000,000, if such issuer had been in continuous operation for less than
three years; or (iii) average annual revenue of at least $6,000,000, if such
issuer has been in continuous operation for less than three years. Rule 15g-9
under the Exchange Act imposes sales practice requirements of broker-dealers
which sell penny stocks to persons other than established customers (as defined
in Rule 15g-9) or in other limited circumstances, including requiring the
broker-dealer, prior to any transaction in a penny stock, to make a special
suitability determination for the purchaser, to receive the purchaser's written
agreement to the transaction and to deliver a disclosure statement respecting
the penny stock rules.

The public offering price of the Company's common stock will be
sufficiently high such that the common stock will not initially be "penny
stock." However, there can be no assurance that the price of the Company's
common stock will remain above $5.00 per share or that the Company will
continue to qualify for exemption from the penny stock rules. If the Company's
securities become subject to the penny stock rules, the ability or willingness
of broker-dealers to sell or make a market in the Company's common stock may be
adversely affected and the market liquidity of the Company's securities could
be adversely affected.

YEAR 2000 RISK MAY ADVERSELY AFFECT OUR COMPANY

Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without addressing the impact of the
upcoming change in the century. If not corrected, many computer software
applications could fail or create erroneous results by, at or beyond the Year
2000. We have assessed our systems which permit the sale, order, processing and
delivery of products to our customers to determine Year 2000 compliance. Based
on our review and the results of limited testing, we believe all of such
systems are Year 2000 compliant.

We also utilize software, computer technology and other services
internally developed and provided by third-party vendors that may fail due to
the Year 2000 phenomenon. For example, we are dependent on the institutions
involved in processing our customers' credit card payments for Internet
services. We are also dependent on telecommunications vendors and leased
point-of-purchase vendors to maintain network reliability.

However, known or unknown errors or defects that affect the operation of
our systems could result in delay or loss of revenue, interruption of shopping
services, cancellation of customer contracts, diversion of development
resources, damage to our reputation, costs, and litigation costs, any of which
could adversely affect our business, financial condition and results of
operation. The expenses associated with our assessment and potential
remediation plan cannot be determined. Further, at this time, we do not have
enough information to determine the most reasonably likely worst case scenario.
Therefore, we do not have a contingency plan in place to handle the most
reasonably likely worst case scenario, and we do not intend to create one.

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" and similar expressions to identify such
forward-looking statements. This prospectus also contains forward-looking
statements attributed to certain third parties relating to their estimates
regarding the growth of certain electronic-commerce, pharmaceutical markets and
spending. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. Our actual
results could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us described above
and elsewhere in this prospectus.

13
<PAGE>

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $11,780,000
from our sale of the 1,500,000 shares of common stock offered by us with this
prospectus based on an assumed offering price of $9.00 per share (approximately
$13,602,500 if the underwriter fully exercises its over-allotment option). This
estimate is after deducting estimated underwriting discounts and commissions
and other fees and expenses payable by us. The estimated use of the net
proceeds of this offering shall be as follows, in order of priority:

<TABLE>
<CAPTION>
PURPOSES FOR WHICH PROCEEDS ARE TO BE USED DOLLAR AMOUNT PERCENTAGE
- ---------------------------------------------------------------- --------------- -----------
<S> <C> <C>
Acquisition of Becan ........................................... $ 2,000,000 17.0%
Marketing of Web Site .......................................... $ 4,000,000 34.0%
Development of Web Site Infrastructure and Technology .......... $ 2,000,000 17.0%
Repayment of Becan Credit Facility ............................. $ 1,200,000 10.2%
Salaries for Current and Additional Personnel* ................. $ 1,000,000 8.5%
Repayment of Obligations to Affiliates ......................... $ 190,000 1.6%
Working Capital ................................................ $ 1,390,000 11.7%
----------- ----
Total ......................................................... $11,780,000 100%
=========== ====
</TABLE>

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

* Includes approximately $146,000 for the payment of accrued compensation to
our President and Director/Consultant. See "Management--Employment
Agreements and Other Arrangements."

We believe the proceeds are sufficient to sustain the Company's activities
for at least 12 months following the offering. The Company may, if the
opportunity arises, use an unspecified portion of the remaining proceeds to
acquire or invest in complementary businesses, products and technologies.
However, other than the pending acquisition of Becan, the Company has no
present understandings, commitments or agreements with respect to any material
acquisition or investment. Until we use the net proceeds for a particular
purpose, we will invest them in short-term interest bearing securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends. We currently expect to
retain future earnings, if any, to finance the growth and development of our
business. We do not anticipate paying any cash dividends in the foreseeable
future. Prospective investors should not view an investment in the common stock
as a source of income.

MARKET FOR THE COMMON STOCK

Our common stock is quoted on the OTC Electronic Bulletin Board and is
traded under the symbol "DMAX," and as of November 12, 1999, there were
approximately 546 shareholders of record of the common stock. From 1997 through
March 1999, before we commenced our e-commerce business, there was no active
trading market for our common stock. From April 1999 to September 1, 1999,
there were a total of 11 trades reported for our common stock on the OTC
Electronic Bulletin Board. During such period, the high ask and low bid
information as reported ranged from $52.00 per share to $8.00 per share. On
August 25, 1999, the last reported sale price of the common stock on the OTC
Electronic Bulletin Board was $13.00 per share. Due to the limited trading in
our common stock, the Company believes that the trading prices are not
indicative of a true market price for our shares.

We have applied to have the common stock approved for listing on the
Boston Stock Exchange and approved for quotation on The Nasdaq SmallCap Market.
Approvals of the applications will contain various conditions, including the
sale of the stock to be issued in this offering, and the

14
<PAGE>

presence of at least three registered and active market makers. We will seek to
encourage and assist at least three market makers to make a market in our
common stock following the offering. We cannot be certain that our common stock
will be able to meet the applicable listing and quotation criteria in order to
maintain its listing on the Boston Stock Exchange or its quotation on The
Nasdaq SmallCap Market. Neither can we be certain that an active and liquid
trading market will develop, or if developed, will be maintained. A public
market having the desirable characteristics of depth, liquidity, and
orderliness, however, depends upon the presence in the marketplace of both
willing buyers and sellers of common stock at any given time, which is not
within our control. We cannot be certain that an investor will be able to
resell the common stock at or above the offering price of the common stock.

15
<PAGE>

CAPITALIZATION

The following table sets forth as of June 30, 1999, (i) our consolidated
capitalization, and (ii) our pro forma consolidated capitalization as adjusted
to give effect to the acquisition of our World Wide Web Internet site domain
name www.nutriceuticals.com, the acquisition of Becan, and the sale of the
common stock offered by this prospectus, after deduction of estimated offering
expenses and underwriting discounts, and assuming an offering price of $9.00
per share.

<TABLE>
<CAPTION>
JUNE 30, 1999
-----------------------------------
ACTUAL AS ADJUSTED
------------- -------------------
<S> <C> <C>
Total current liabilities(1) .......................... $ 173,092 $ 2,332,930(2)
Stockholders' equity:
Common stock, $.001 par value; 24,000,000 shares
authorized, 2,676,707 shares issued and outstanding,
actual; 6,196,707 shares authorized and outstanding
pro forma, as adjusted(3)(4) ....................... 2,677 6,197
Preferred stock, $.001 par value; 2,000,000 shares
authorized; no shares issued and outstanding
Additional paid-in capital ........................... 139,725 17,956,205(5)
Accumulated deficit .................................. (186,924) (186,924)
Total stockholder's equity .......................... $ (44,522) $ 17,775,478
Total capitalization ................................. $ (44,522) $ 17,775,478
</TABLE>

- ----------------
(1) Includes $50,000 of notes payable due to various officers, directors and an
affiliate, at June 30, 1999. For a description of the Company's debt, see
"Management--Loans and Other Affiliated Transactions" and Note 9 of Notes
to the Company's Consolidated Financial Statements.
(2) Subsequent to June 30, 1999, an officer, director and an affiliate loaned
the Company an additional $140,000 for working capital purposes. All of
the $190,000 will be repaid from the proceeds of this offering. In
addition, approximately $1.2 million outstanding under Becan's line of
credit will be repaid from the proceeds of this offering.
(3) Does not include 400,000 shares of common stock reserved for future
issuance under our 1999 Stock Option Plan. See "Description of Capital
Stock."
(4) The pro forma as adjusted number of shares gives effect to the issuance of
2,000,000 shares of common stock to be issued in connection with our
purchase of, but excludes 1,000,000 shares held in escrow in connection
with the Becan acquisition; to be issued pending the attainment of certain
financial targets for the years ending 2000 and 2001. The pro forma number
of shares as adjusted also gives effect to the issuance of 20,000 shares
of common stock issued in connection with the purchase of our World Wide
Web Internet site domain name "www.nutriceuticals.com," and a one-for-two
reverse split of common stock effected in September 1999. All share and
per share data have been adjusted for the September 1999 reverse stock
split. See "Description of Capital Stock" and Note 9 of Notes to
Consolidated Financial Statements.
(5) Net of $370,000 of costs and expenses, and $1,350,000 of underwriter's
discounts in connection with the sale of common stock offered by this
prospectus.

16
<PAGE>

DILUTION

The net tangible book value of our common stock on June 30, 1999 was
$(44,522), or approximately $(.02) per share. Net tangible book value per share
represents the amount of our tangible assets less the amount of total
liabilities divided by the number of shares of common stock outstanding.

After giving effect to (i) our sale of 1,500,000 shares of common stock
offered by us with this prospectus at an assumed offering price of $9.00 per
share, after deducting our estimated underwriting discounts and expenses
related to this offering, and (ii) after giving effects to the issuance of
2,000,000 shares of our common stock in connection with our acquisition of
Becan, 20,000 shares in connection with the purchase of our Internet site
domain name and 100,000 shares in connection with the acquisition of
HealthSee.com, our net tangible book value on June 30, 1999 would have been
approximately $9.8 million, or approximately $1.55 per share. This represents
an immediate increase in the net tangible book value of $1.57 per share to
existing stockholders and an immediate dilution of $7.45 (or an 82% dilution)
to new investors.

<TABLE>
<S> <C> <C> <C>
Assumed offering price per share ............................... $ 9.00
------
Net tangible book per share value as of June 30, 1999 ......... $ (.02)
-------
Increase per share attributable to the offering ............... $ 1.57
-------
Adjusted net tangible book value after the offering ............ $ 1.55
------
Dilution per share to new investors ............................ $ 7.45 (82%)
------ ---
</TABLE>

The table does not give effect to the 1,000,000 shares held in escrow in
connection with the acquisition of Becan, which are to be issued pending the
attainment of certain financial targets for the years ending 2000 and 2001. See
"Becan" and Note 9 of the Company's Notes to Consolidated Financial Statements.

17
<PAGE>

CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The consolidated statement
of operations data for the years ended March 31, 1998 and 1999 and the
consolidated balance sheet data as of March 31, 1998 and 1999 are derived from
our Consolidated Financial Statements which have been audited by Kirkland,
Russ, Murphy & Tapp, independent auditors, and are included elsewhere in this
prospectus, and are qualified by reference to such Consolidated Financial
Statements and the Notes thereto. The selected financial data of the Company
for the three-month period ended June 30, 1999 have been derived from the
unaudited consolidated financial statements of the Company. The unaudited
financial statements include all adjustments, consisting of normal recurring
accruals that the Company considers necessary for a fair presentation of its
financial position and results of operations for the period. The results of
operations for the three-months ended June 30, 1999 are not necessarily
indicative of results that may be expected for the full year.

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED YEAR ENDED ENDED
MARCH 31, 1998(1) MARCH 31, 1999(2) JUNE 30, 1999
------------------- ------------------- --------------
<S> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Net revenues ......................................... $ 7,019 $ 37,118 $ 33,899
Gross profit (loss) .................................. (9,741) 22,622 19,133
Selling, general and administrative expenses ......... 26,839 132,793 101,308
--------- ---------- ----------
Loss from operations ................................ (36,215) (110,171) (82,195)
Other income ......................................... 32,215 1,761 (254)
--------- ---------- ----------
Net loss ............................................. $ (4,365) $ (108,410) $ (82,449)
========= ========== ==========
Basic and diluted net loss per share ................. (.02) (.08) $ (.03)
========= ========== ==========
Basic and diluted weighted average common shares
outstanding ........................................ 175,514 1,372,230 2,676,707
========= ========== ==========
</TABLE>

- ----------------
(1) The March 31, 1998 financial data has been reclassified from the
liquidation basis of accounting to conform with the 1999 presentation.
(2) Includes predecessor from April 1, 1998 to September 7, 1998 (prior to
merger) and Nutriceuticals from September 8, 1998 (inception) to March 31,
1999. See the "Consolidated Financial Statements and Notes thereto,
included elsewhere herein."
(3) Gives effect to the acquisition of the World Wide Web site domain name and
Becan.
(4) The as adjusted data gives effect to the sale of the common stock offered
hereby and the application of the net proceeds received and the
acquisition of the World Wide Web site domain name and Becan.

18
<PAGE>

SELECTED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The selected pro forma condensed consolidated financial data presented
below for the year ended March 31, 1999 and as of, and for the three-months
ended June 30, 1999 are derived from the unaudited Pro Forma Consolidated
Financial Statements included elsewhere in this prospectus. The pro forma
condensed consolidated statement of operations data for the year ended March
31, 1999 and three-months ended June 30, 1999 gives effect to the following as
if each had occurred as of April 1, 1998 and April 1, 1999, respectively: (i)
the acquisitions of Becan and HealthSeek.com, (ii) the purchase of the World
Wide Web Internet site domain name "www.nutriceuticals.com," and (iii) this
offering and the application of the net proceeds therefrom. The pro forma
condensed consolidated balance sheet data as of June 30, 1999 gives effect to
this offering and the application of the net proceeds to the Company therefrom
as if this offering had occurred on April 1, 1999.

The acquisitions have been accounted for under the purchase method of
accounting. The Consolidated Statement of Operations also gives the effect of a
one-for-two reverse common stock split effected by the Company in September
1999. All share and per share data have been adjusted for the reverse stock
split. The pro forma results are not necessarily indicative of future
operations or the actual results that would have occurred had the acquisitions
taken place at the beginning of the period. This pro forma consolidated
statement of operations should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto.

<TABLE>
<CAPTION>
YEAR ENDED THREE-MONTHS ENDED
MARCH 31, 1999 JUNE 30, 1999
---------------- -------------------
<S> <C> <C>
CONSOLIDATE STATEMENT OF OPERATIONS DATA:
Net Revenues .......................................... $31,111,979 $12,230,155
Gross Profit .......................................... 897,616 301,532
Operating expenses:
Selling, general and administrative expenses ......... 1,118,241 232,863
Goodwill amortization ................................ 520,016 130,004
----------- -----------
Total Operating Expenses .............................. 1,638,257 362,867
Income (loss) from continuing operations .............. (740,641) (61,335)
Other income and expenses, net ........................ -- (3,477)
Interest income (expense), net ........................ 1,761 (43,094)
----------- -----------
Net Income (loss) ..................................... (738,880) (107,906)
=========== ===========
Basic and diluted net loss per share .................. (0.22) (0.03)
=========== ===========
Weighted average common shares outstanding ............ 3,392,729 3,392,729
=========== ===========
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1999
--------------
<S> <C>
BALANCE SHEET DATA:
Cash and cash equivalents ......... $ 9,776,761
Working capital ................... 9,835,917
Total assets ...................... 21,284,119
Stockholders' equity .............. 17,775,478
</TABLE>

19
<PAGE>

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

RESULTS OF OPERATIONS

Effective March 31, 1997, we adopted a plan of liquidation by which we
sold our major product line and subsequently disposed of all our operating
assets by March 31, 1998. Effective March 1999, we acquired all of the
outstanding common stock of Nutriceuticals.com Corporation, a Florida
corporation, which was organized in September 1998. We merged with
Nutriceuticals of Florida and changed our name to Nutriceuticals.com
Corporation. From September through June we experienced net revenues of
approximately $78,000 and realized a loss of $(195,224).

On September 9, 1999, we entered into an agreement to acquire all of the
common stock of Becan, a wholesale distributor of pharmaceuticals,
over-the-counter drugs, and health and beauty care products. Such acquisition
is conditioned upon the successful completion of the offering. In connection
with this acquisition, we will pay Becan's parent company, Dynamic Health
Products, Inc. ("Dynamic") the sum of $2,000,000 in cash and 2,000,000 (post
one-for-two reverse stock split) shares of our common stock in exchange for all
of the outstanding shares of Becan common stock. In addition, we also will
deposit 1,000,000 shares of our common stock into escrow for future issuance to
Dynamic upon the attainment by Becan of certain financial targets for the years
ending 2000 and 2001.

Becan's sales increased from $10.4 million for the year ended March 31,
1998 to $31.0 million for the year ended March 31, 1999, and from $5.8 million
for the three months ended June 30, 1998 to $12.2 million for the three months
ended June 30, 1999. Such increases resulted primarily from adding additional
customers and the commencement of operations in the New Orleans market.

Becan's cost of goods sold increased as a percentage of sales from
approximately 96.4 % in fiscal 1998 to 97.1% for fiscal 1999, and from
approximately 96.6% for the three months ended June 30, 1998 to 97.6% for the
three months ended June 30, 1999. We attribute the increases to our rapid
growth in the pharmaceuticals market, which traditionally carries lower
margins.

Becan's operating expenses decreased as a percentage of sales from
approximately 2.9% in fiscal 1998 to 2.1% in fiscal 1999, and from 2.4% for the
three months ended June 30, 1998 to 1.4% for the three months ended June 30,
1999. Such decreases were caused primarily by the additional growth requiring
low-end labor only.

Becan's net income before taxes has remained relatively constant as a
percentage of sales during the periods presented.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our cash at March 31, 1999 and June 30, 1999 were $56,986 and $14,599,
respectively. On March 15, 1999, we acquired in a merger all of the outstanding
common stock of Nutriceuticals.com Corporation, a Florida corporation.
Nutriceuticals of Florida had an initial capitalization of approximately
$130,000, which funded the Company's operations from inception through May
1999. Subsequent to May, the Company has borrowed an aggregate of $190,000 from
its officers and directors, or affiliates, for working capital purposes. See
"Management--Loans and Other Affiliated Transactions" for the terms of the
loans.

We will need the proceeds of this offering to complete the acquisition of
Becan and for on-going Web site development, marketing, promotion, and for
general working capital purposes, including the Company's plans to hire
additional full-time management personnel. The proceeds from this offering
should be sufficient for us to carry on our operations for at least the next
twelve to eighteen months. Thereafter, we may need additional capital. Future
equity investments may have a dilutive effect on

20
<PAGE>

the percentage ownership of the Company's present shareholders. There can be no
assurances that future capital will become available when needed, or at all. In
the event that Nutriceuticals.com is not able to obtain the needed funds in the
future, we may not be able to continue operations or put its business plan into
full effect.

BUSINESS

COMPANY HISTORY

The Company was founded in 1993 under the name NuMED Surgical, Inc. to
engage in the research, development and distribution of medical instruments and
surgical supplies to the health care market. We were created when NuMED Home
Health Care, Inc., a publicly held company, spun off to its stockholders all of
the assets and liabilities of its surgical/medical products division
(reorganized as NuMED Surgical, Inc.), and the assets and liabilities of a
wholly-owned subsidiary, NuMED Technologies, Inc. The spin off was effected at
the advice of Home Health Care's financial advisors, to separate Home Health
Care's service line of business from its equipment business. Prior to the spin
off, we had no operations or business other than as a division or wholly-owned
subsidiary of NuMED Home Health Care. In connection with the spin off, our
common stock was registered on SEC Form 10-SB, under Section 12(g) of the
Securities Exchange Act of 1934.

On March 31, 1997, we adopted a plan of liquidation in which the Company
sold its major product line and subsequently disposed of all its operating
assets. The sale of our major product line and assets was consummated by March
31, 1998 and accordingly, from April 1, 1998 to September 8, 1998 we used a
liquidation basis of acounting. On March 15, 1999, we acquired in a merger all
of the outstanding common stock of Nutriceuticals.com Corporation, a Florida
corporation ("Nutriceuticals of Florida"). Nutriceuticals of Florida was
organized in September 1998 to engage in the online retailing of natural
products over the Internet. After we acquired Nutriceuticals of Florida, we
changed our corporate name to Nutriceuticals.com Corporation. On March 31,
1999, we acquired HealthSeek.com Corp., which was founded in 1995 to provide
Web-based healthcare content and related information to healthcare
professionals, medical patients, and consumers. Nutriceuticals.com and our
wholly-owned subsidiary HealthSeek.com may be considered development stage
companies, as revenues to date for each have been nominal.

On September 9, 1999, the Company entered into an agreement to acquire all
of the outstanding shares of common stock of Becan, a wholesale distributor
primarily of pharmaceutical products and to a lesser extent, over-the-counter
drugs, and health and beauty care products. Such acquisition is subject to the
consummation of this offering. With the acquisition of Becan pending, we have
changed the focus of the Company from being an online retailer to an online
business-to-business wholesale portal in which manufacturers, distributors,
wholesalers, and retailers can improve their trading efficiency by exchanging
goods and services through a secure public and private channel, the
Nutriceuticals.com web site. We believe that by creating a wholesale portal:

o manufacturers, distributors, wholesalers, and retailers will be able to
list their products and start transacting business on the Internet quickly
at a low cost;

o manufacturers, wholesalers, and distributors will have an efficient system
to dispose of problematic inventories in a rapidly growing Internet market;

o manufacturers, distributors, wholesalers, and retailers will have an
effective mechanism to turn close-out items into cash;

o buyers will have a means of getting the lowest possible price as determined
by the market.

21
<PAGE>

The Company's objective is to become a leading owner and operator of an
online exchange for pharmaceutical, over-the-counter drugs, health and beauty
care products, and private label nutritional supplements. To accomplish this
the Company will endeavor to provide:

o an electronic commerce marketplace - a new way of doing business through
Internet technology that eliminates territorial and regional borders.;

o quality products at competitive prices;

o efficient service through online automation;

o a community environment for news, information and online forums.

Becan commenced operations in January 1997 and its net revenues for the
year ended March 31, 1999 and three months ended June 30, 1999 were $31.1
million and $12.2 million, respectively. Net income for the respective periods
were $94,031 and $58,301. Stockholders equity at June 30, 1999 was $199,761.
See "Becan", "Management--Loans and Other Affiliated Transactions" and the
Financial Statements of Becan.

INDUSTRY OVERVIEW

The Internet has emerged as the fastest growing communications medium in
history and is dramatically changing how businesses and individuals communicate
and share information. International Data Corporation estimates that the number
of Internet users will grow from 97 million at the end of 1998 to 320 million
by 2002, though Nutriceuticals.com may not benefit from this growth. The
Internet has created new opportunities for conducting commerce, such as
business-to-consumer and person-to-person e-commerce. Recently, the widespread
adoption of intranets and the acceptance of the Internet as a business
communications platform has created a foundation for
business-to-business e-commerce that offers the potential for organizations to
streamline complex processes, lower costs and improve productivity.
Internet-based business-to-business e-commerce is poised for rapid growth and
is expected to represent a significantly larger opportunity than
business-to-consumer or person-to-person e-commerce. According to Forrester
Research, business-to-business e-commerce is expected to grow from $43 billion
in 1998 to $1.3 trillion in 2003, accounting for more than 90% of the dollar
value of e-commerce in the United States by 2003, though Nutriceuticals.com may
not benefit from this growth.

The dynamics of business-to-business e-commerce relationships differ
significantly from those of other e-commerce relationships.
Business-to-business e-commerce solutions frequently automate processes that
are fundamental to a business's operations by replacing various paper-based
transactions with electronic communications. In addition, business-to-business
e-commerce solutions must often be integrated with a customer's existing
systems, a process that can be complex, time-consuming and expensive.
Consequently, selection and implementation of a business-to-business e-commerce
solution represents a significant commitment by the customer, and the costs of
switching solutions are high. In addition, because business transactions are
typically recurring and non-discretionary, the average order size and lifetime
value of a business-to-business e-commerce customer is generally greater than
that of a business-to-consumer e-commerce customer. These solutions are likely
to be most readily accepted by industries characterized by a large number of
buyers and sellers, a high degree of fragmentation among buyers, sellers or
both, significant dependence on information exchange, large transaction volume
and user acceptance of the Internet.

PHARMACEUTICALS AND HEALTH CARE PRODUCTS INDUSTRY

According to IMS Health, a company specializing in information services
for the pharmaceutical and health care industries, the United States is the
world's largest pharmaceutical market, with 1998 sales of $111 billion,
including diagnostics and over-the-counter drugs (OTC) products. That figure is

22
<PAGE>

expected to rise to $163 billion in 2002, for an increase of 46%. The National
Association of Chain Drug Stores reported that total prescription drug sales
for 1999 are expected to exceed a record $121.6 billion, an increase of 18%.
This continued growth rate of the sales of pharmaceutical products was
attributed to a number of factors including (i) the value added by the
introduction of new drugs into the marketplace, which more than offsets the
value lost by medications losing patent protection, (ii) new patterns of drug
lifestyle management, resulting in higher sales occurring earlier in the life
cycle of a medication, (iii) increased money spent on direct-to-consumer
marketing initiatives, (iv) an unprecedented period of investment by
pharmaceutical companies worldwide.

Currently, the sale of pharmaceuticals and health care products are
serviced primarily by traditional full-line distributors. A full-line
distributor will carry anywhere from 15,000 to 50,000 SKU's (stock keeping
units), consisting of pharmaceuticals, Rx brand, Rx generic, health and beauty
care, over-the-counter drugs, private label, and various sundry items. The
traditional distributor derives income from sell margins, buy margins and
manufacturer cash discounts. There are over eighty current full line
wholesalers across the United States that compete in selling pharmaceuticals
and health care products. The wholesalers currently sell more than $300 billion
dollars of the aforementioned products annually. Through the acquisition of
Becan, we intend to provide manufacturers, distributors, wholesalers and
retailers with an online solution for exchanging goods and services.

THE NUTRICEUTICALS.COM SOLUTION

Through the acquisition of Becan we intend to launch the first
business-to-business wholesale online portal for pharmaceuticals,
over-the-counter drugs, health and beauty care products and private label
nutritional supplements. Our objective is to apply new Internet tools to the
existing distribution systems of such products to improve their trading
efficiency and create a community in which the wholesale and the retail markets
can exchange ideas, goods and services, advertise and promote their products.
Parties will be able to exchange information and goods through a secure public
and private channel, the Nutriceuticals.com Web site. Policies and practices
will be structured to provide buyers and sellers with an unbiased and fair
environment in which to conduct their day-to-day business. Our initial
marketing efforts will be to make available to manufacturers, distributors,
wholesalers and retailers pharmaceuticals, over-the-counter drugs, health and
beauty care products, and private label nutritional supplements.

We are in the process of creating a new Web site to be used in by our
business-to-business portal. It is expected that the site will be functional
prior to year end and will enable us to carry out the following models:

o Catalog: creates value by aggregating suppliers and buyers. Works best in
industry characterized by fragmented buyers and sellers who
transact frequently for relatively small-ticket items. Also works
well for situation where demand is predictable
and prices do not fluctuate too frequently;

o Auction: creates value by spatial matching of buyers and sellers. Works
best in industries or settings where one-of-a-kind, non-standard,
or perishable products need to be bought or sold among businesses
that have a very different perception of value for the product
i.e. capital equipment, used products, unsaleable returned
products and hard-to-find products; and

o Exchange: creates value by timely matching of supply and demand. Works best
where demand and prices are volatile by allowing businesses to
manage excess supply and peak-load demand.

We believe that customers will favor sites that allow buyers and sellers
to choose the appropriate market-making mechanism.

We intend to utilize our advantage as an early entrant as a
business-to-business e-commerce to leverage our infrastructure, technology,
marketing and management resources thereby achieving

23
<PAGE>

economies of scale and attract an increased audience, making our site more
appealing to a broad array of advertisers and e-commerce customers.

We expect to generate revenues from services such as banner ads, sponsored
newsletters and discussion forums, virtual trade shows, e-commerce, online
auctions, reverse auctions, wholesale marketplace, "storefronts" and other
special services.

Through our existing Web sites we are currently selling nutritional
supplements, vitamins and natural products to consumers, retailers and a
limited number of wholesalers.

STRATEGY

The Company's objective is to be a leading online business-to-business
portal for pharmaceutical, over-the-counter drugs, health and beauty care
products, and private label nutritional supplements. The Company's business
strategy as a result of the Becan acquisition will be to expand the existing
distribution system by applying new internet tools to the system thereby
creating an internet portal in which manufacturers, distributors, wholesalers
and retailers can exchange goods and services through a secure public and
private channel, the Nutriceuticals.com Web site. The Company will implement
this strategy by the following:

o create brand recognition and generate traffic to our Web sites;

o develop strategic relationships;

o maintain technology focus and expertise; and

o attract and retain exceptional employees.

CREATE BRAND RECOGNITION AND GENERATE TRAFFIC TO OUR WEB SITES. We must
build awareness of our Web sites to attract and expand our Internet customer
base. We intend to promote, advertise and increase recognition of our Web sites
through a variety of marketing and promotional techniques, including:

o co-marketing agreements with major online sites and services;

o online content and ease of use of our Web sites;

o enhanced customer service and technical support;

o advertising in trade journals, leading web sites and other traditional
media;

o conducting an ongoing public relations campaign; and

o developing other business alliances and partnerships.

DEVELOP STRATEGIC RELATIONSHIPS. We believe that developing strategic
relationships with a diverse set of partners, including customers
(manufacturers, distributors, wholesalers and retailers) on-line portals, broad
band access providers and on-line content providers, is critical to our success
because such strategic marketing alliances may enhance our brand recognition,
increase customer sales and expand our online visibility. As a result, we
intend to enter into relationships with Internet access providers, search
engines and other high traffic Web sites. See "Business--Marketing and Sales."

MAINTAIN TECHNOLOGY FOCUS AND EXPERTISE. A state of the art, interactive
commerce platform is necessary to enhance the services we offer and to expand
the benefits of online reselling of our products. We also intend to upgrade our
technology platform to further enhance our customer

24
<PAGE>

interaction and support systems which we believe offer us a competitive
advantage. We will continue to expend substantial efforts to develop, purchase,
license and make technological advancements to our Web sites and our
transaction processing systems to enhance our availability, reliability and
site up-time, and to improve the efficiency of our fulfillment activities. See
"Use of Proceeds."

ATTRACT AND RETAIN EXCEPTIONAL EMPLOYEES. Talented employees, management
and directors provide significant advantages in the rapidly evolving electronic
commerce market. We intend to devote substantial efforts to building a talented
employee base. See "Use of Proceeds."

We cannot assure you that we will be successful in our strategic efforts.

OUR ONLINE STORES

Customers currently enter our online stores at www.nutriceuticals.com and
www.javaslim.com. which were launched in February and June of 1999. As
previously indicated (see "The Nutriceuticals.com Solutions") we are in the
process of creating a new Web site for our business-to-business portal.

We plan to offer the following e-commerce related services for our
advertisers and users of our Web site:

o online stores: through simple-to-use store creation software we plan to
offer any current or future advertiser an interactive platform to sell
certain products in easy to manage environments;

o catalog-platforms: we plan to work with current and future advertisers as
well as industry-specific distributors to create and populate
Internet-based catalogs;

o classifieds: we plan to launch classified sections listing individual
products and a path to the specific buyer or seller;

o auctions: we plan to launch online auctions and reverse auctions;

o news and analysis: daily update of press releases and news stories
targeted to each respective industry;

o community: bulletin boards; trade show information and other useful
industry events; and

o requests for proposals/quotations/bids: posted projects open to bid.

MARKETING AND SALES

We intend to use a variety of programs to stimulate demand for our
products, including a direct sales force, telesales and advertising.

DIRECT SALES. Upon completion of this offering we will employ
approximately 10 persons who will act as our direct sales force to target
organizations that buy and sell products listed on our Web sites. See, "Use of
Proceeds."

TELESALES. We will maintain an in-house telesales group of approximately 5
persons for use in customer prospecting, lead generation and lead follow-up.
See "Use of Proceeds."

ADVERTISING. In addition to strategic agreements and traditional
advertising, we intend to use many online sales and marketing techniques to
increase brand recognition and direct traffic to our online stores. These
include purchasing banner advertising on search engine Web sites and Internet
directories and direct links from healthcare home pages. See "Use of Proceeds."

25
<PAGE>

CUSTOMER SERVICE AND SUPPORT

We believe that we can establish and maintain long-term relationships with
our customers and encourage repeat visits if, among other things, we have good
customer support and service. We currently offer online information regarding
our products and services. We answer customer questions about the ordering
process, and investigate the status of orders, shipments and payments. A
customer can access our staff by fax or e-mail by following prompts located on
our Web sites, or by calling our toll free telephone line. Customers who do not
wish to enter their credit card numbers through one of our Web sites also may
use the toll free line for purchases. We will continue these support services
when we expand our product line upon consummation of the Becan acquisition.
However, we may eventually increase the level of, and outsource, our customer
support services through a provider of customer support services. See "Use of
Proceeds."

WAREHOUSING AND FULFILLMENT

We currently fulfill substantially all of our orders from a single vendor,
Innovative Health Products, an affiliated company, which carries a broad
selection of natural products. We have no formal agreement with Innovative
Health Products. See "Management--Loans and Other Affiliated Transactions."
Upon consummation of the acquisition of Becan and the establishment of our new
Web site, we expect that electronically ordered products may be sent either
directly by seller to buyer or shipped from one of Becan's warehouses. See
"Risk Factors--We Rely on Manufacturers, Distributors and Wholesalers for Our
Products."

TECHNOLOGY AND SECURITY

We contract with a Web site provider that specializes in providing
scaleable business solutions to high volume Internet sites for mission critical
Internet connectivity. We contracted with the provider to deliver a secure
platform for server hosting with uninterruptible power supply and back up
generators, fire suppression, raised floors, heating ventilation and
air-conditioning, separate cooling zones, operations twenty-four-hours-a-day,
seven-days-a-week.

Notwithstanding these precautions, we cannot assure that the security
mechanisms used by us, our customers or our Internet provider will prevent
security breaches or service breakdowns. Despite the network security measures
we have implemented, our servers may be vulnerable to computer viruses,
physical or electronic break-ins and similar disruptions. Such a description
could lead to interruptions or delays in our service, loss of data, or our
inability to accept and fulfill customer orders. Any of these events would
materially hurt our business, results of operations and financial condition.

The Company is greatly aware of the importance of securing and utilizing
the most sophisticated information technology solutions available on the
market. Toward that goal, we will explore new and innovative solutions that can
improve the reliability, efficiency and scalability of our Web sites. As we
intend to create a highly enjoyable and secure shopping experience for our
customers, committed to achieving and maintaining technological leadership in
the e-commerce industry.

THE HEALTHSEEK.COM ACQUISITION

On March 31, 1999, we completed the acquisition of HealthSeek.com Corp.,
and its popular healthcare content and community site, www.healthseek.com. The
acquisition of HealthSeek.com is intended to provide content and community and
generate traffic to the Company's online stores. In connection with this
acquisition, we have issued 100,000 (post one-for-two reverse stock split)
shares of our Nutriceuticals.com common stock to HealthSeek.com's sole
shareholder in exchange for all of the outstanding shares of HealthSeek.com
common stock. Also, pursuant to the purchase agreement with HealthSeek.com, the
Company entered into a consulting arrangement with the sole shareholder of
HealthSeek.com to maintain and operate the HealthSeek.com Web site. Under the
terms of the consulting agreement, our consultant will provide approximately 10
hours of service per week for the

26
<PAGE>

maintenance of the Web site in exchange for an initial $10,000 payment and an
additional $40,000 annual salary for the current year, and $40,000 for every
year thereafter in which the consulting agreement is renewed by the Company.

COMPETITION

The online commerce market is new, rapidly evolving and intensely
competitive. We expect competition to intensify in the future because barriers
to entry are minimal, and current and new competitors can launch new Web sites
at relatively low cost. In addition, the industry is intensely competitive. We
believe that the critical success factors for companies seeking to create
Internet business-to-business e-commerce solutions include the following.

o breadth and depth of product offerings;

o brand recognition;

o installed base of customers; and

o ease of use and convenience.

We compete primarily with traditional suppliers and distributors, other
online sellers of the same or competitive products. Further, these traditional
wholesalers and distributors may soon establish commercial Web sites offering
similar products.

Unlike other well-publicized product categories such as online book or
compact disc retailing, there is no current market leader in the online
business-to-business of the Company's current and proposed products. Our
immediate goal is to position ourselves as a leading online portal. To that
end, the Company believes that its early entry into the online market will
enable it to establish critical competitive advantages over future competitors.
Management believes that such competitive advantages include the:

o establishment of a recognizable brand;

o development of online marketing and media relationships;

o acquisition of exclusive advertising space;

o development of important relationships with manufacturers, distributors,
wholesalers and content providers; and most importantly

o existing customer base.

There is no assurance that the Company will realize such advantages.

Competitive pressures created by any one of these current or future
competitors, or by our competitors collectively, could materially hurt our
business. We believe that the principal competitive factors in our market are
and will be:

<TABLE>
<S> <C>
o brand recognition o speed and accessibility
o selection o customer service
o convenience o quality of site content
o price o reliability and speed of fulfillment
</TABLE>

Many of our current and potential competitors have longer operating
histories and larger customer bases than we do. In addition, many of our
current and potential competitors have greater

27
<PAGE>

brand recognition and significantly greater financial, marketing and other
resources than we do. In addition, as more people use the Internet and other
online services, certain larger, well established and well financed entities
may:

o acquire online competitors or suppliers;

o invest in online competitors or suppliers; or

o form joint ventures with online competitors or suppliers.

Certain of our actual or potential competitors, such as McKesson HBOC,
Inc., Bergen Brunswig Corp., and Cardinal Health, Inc., may be able to:

o secure merchandise from vendors on more favorable terms;

o devote greater resources to marketing and promotional campaigns;

o adopt more aggressive pricing or inventory availability policies; and

o devote substantially more resources to Web site and systems development
than we do.

In addition, new technologies and expansion of existing technologies, such
as price comparison programs that select specific titles from a variety of Web
sites, may direct customers to online resellers which compete with us and may
increase competition. Increased competition may reduce our operating margins,
as well as cause a loss to any possible market share and brand recognition.
Further, to strategically respond to changes in the competitive environment, we
may sometimes make pricing, service or marketing decisions or acquisitions that
could materially hurt our business. In addition, companies controlling access
to Internet transactions through network access or Web browsers could promote
our competitors or charge us a substantial fee for inclusion in their product
or service offerings. We cannot assure that we can compete successfully against
current and future competitors. Failure to compete successfully against our
current and future competitors could materially hurt our business.

GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES

We are subject to various laws and regulations relating to our business.
Few laws or regulations are currently directly applicable to the Internet.
However, because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. Such laws and regulations may cover issues such as:

o user privacy;

o pricing;

o content;

o copyrights;

o distribution; and

o characteristics and quality of products and services.

In addition, the growth of the Internet and electronic commerce, coupled
with publicity regarding Internet fraud, may lead to the enactment of more
stringent consumer protection laws. These laws may impose additional burdens on
our business. The enactment of any additional laws or regulations

28
<PAGE>

may impede the growth of the Internet, which could decrease our potential
revenues from electronic commerce or otherwise adversely affect our business,
financial condition and operating results.

Laws and regulations directly applicable to electronic commerce or
Internet communications are becoming more prevalent. The most recent session of
Congress enacted Internet laws regarding on-line copyright infringement.
Although not yet enacted, Congress is considering laws regarding Internet
taxation. The European Union recently enacted new privacy regulations. These
are all recent enactments, and there is uncertainty regarding their marketplace
impact. In addition, various jurisdictions already have enacted laws that are
not specifically directed to electronic commerce but that could affect our
business. The applicability of many of these laws to the Internet is uncertain
and could expose us to substantial liability.

Any new legislation or regulation regarding the Internet, or the
application of existing laws and regulations to the Internet, could materially
adversely affect us. If we were alleged to violate federal, state or foreign,
civil or criminal law, even if we could successfully defend such claims, it
could materially adversely affect us.

We believe that our use of third party material on our portal is permitted
under current provisions of copyright law. However, because legal rights to
certain aspects of Internet content and commerce are not clearly settled, our
ability to rely upon exemptions or defenses under copyright law is uncertain.

Several telecommunications carriers are seeking to have telecommunications
over the Internet regulated by the Federal Communications Commission in the
same manner as other telecommunications services. Additionally, local telephone
carriers have petitioned the Federal Communications Commission to regulate
Internet service providers and online service providers in a manner similar to
long distance telephone carriers and to impose access fees on such providers.

If either of these petitions are granted, the costs of communicating on
the Internet could increase substantially. This, in turn, could slow the growth
of use of the Internet. Any such legislation or regulation could materially
adversely affect our business, financial condition and operating results.

PROPRIETARY RIGHTS

Proprietary rights will be important to our success and our competitive
position. To protect our proprietary rights, we will rely on copyright,
trademark and trade secret laws, confidentiality agreements with employees and
third parties, and license agreements with consultants, vendors and customers.
Despite such protections, a third party could, without authorization, copy or
otherwise appropriate information from our Web sites. Our agreements with
employees, consultants and others who participate in development activities
could be breached, we may not have adequate remedies for any breach, and our
trade secrets may otherwise become known or independently developed by
competitors.

We currently have two pending applications for trademarks. Generally, we
cannot protect our Web addresses for our portal as trademarks because they are
too generic. The laws of some foreign countries do not protect our proprietary
rights to the same extent as do the laws of the United States, and effective
copyright, trademark and trade secret protection may not be available in such
jurisdictions.

There have been substantial amounts of litigation in the computer industry
regarding intellectual property assets. Third parties may claim infringement by
us with respect to current and future products, trademarks or other proprietary
rights, or we may counterclaim against such parties in such actions. Any such
claims or counterclaims could be time-consuming, result in costly litigation,
diversion of management's attention, cause product release delays, require us
to redesign our products or require us to enter into royalty or licensing
agreements, any of which could have a material adverse

29
<PAGE>

effect upon our business, financial condition and operating results. Such
royalty and licensing agreements, if required, may not be available in terms
acceptable to us, or at all.

EMPLOYEES

We currently employ 4 persons, and 2 consultants. In connection with the
acquisition of Becan, we would add 10 new employees including managerial,
technical and operations personnel. Labor unions do not represent any of our
employees. We consider our employee relations to be good. Competition for
qualified personnel in our industry is intense, particularly for technical
staff. Upon consummation of the offering, we intend to hire approximately 15
additional personnel who will be responsible for marketing, advertising, Web
development, and general and administrative activities. We believe that we need
to attract, hire and retain qualified personnel to be successful in the future.
See "Use of Proceeds."

FACILITIES

Our principal administrative, marketing and customer service facilities
total approximately 400 square feet of office and warehouse space, which is
located at 6950 Bryan Dairy Road, Largo, Florida 33777, and is currently
provided to us, without charge, by Innovative Health Products, an affiliated
company. See "Management--Loans and Other Affiliated Transactions." These
facilities will not be sufficient for the near future, and after this offering,
the Company plans to acquire new facilities of 1,000 to 3,000 square feet for
administrative, customer service and limited warehousing purposes. See "Use of
Proceeds."

Upon completion of the acquisition of Becan, we will assume a leased
property in Pittsburgh, Pennsylvania that Becan utilizes for offices,
warehousing, and shipping for its distribution operations, consisting of
approximately 4,024 square feet. The offices are leased pursuant to a four-year
lease that expires on February 28, 2003. Becan has an option to continue the
lease on a month to month basis or renew at the end of the four-year term. The
rental under the lease is $1,658 per month subject to yearly adjustment for tax
expenses. Becan also leases property, consisting of approximately 1,200 square
feet, in Mandeville, Louisiana, that is being utilized by its subsidiary,
Discount Rx, for offices, warehousing and shipping for Discount Rx's
distribution operations. These offices are leased on a month to month basis and
the rental under the lease is $900 per month.

LEGAL PROCEEDINGS

From time to time, we may become involved in litigation arising in the
ordinary course of our business. We are not presently subject to any material
legal proceedings.

BECAN

ACQUISITION

On September 9, 1999, we entered into an agreement to acquire all of the
common stock of Becan, a wholesale distributor of pharmaceuticals,
over-the-counter drugs, and health and beauty care products. Such acquisition
is conditioned upon the successful completion of the offering. Becan is a
wholly-owned subsidiary of Dynamic, an affiliate of Jugal K. Taneja, a
principal shareholder and director of our Company. See "Management--Loans and
Other Affiliated Transactions." In connection with this acquisition we will pay
Becan's parent company, Dynamic, the sum of $2,000,000 in cash, and 2,000,000
(post one-for-two reverse stock split) shares of our common stock in exchange
for all of the outstanding shares of Becan common stock. In addition, we also
will deposit 1,000,000 shares of our common stock into escrow for future
issuance to Dynamic upon the attainment by Becan of certain financial targets
for the years ending March 31, 2000 and 2001. Upon completion of

30
<PAGE>

this offering, the shares of our common stock issued in connection with the
acquisition of Becan will constitute approximately 32.3% of our outstanding
common stock (or 41.7% on a fully diluted basis assuming the future issuance of
the 1,000,000 shares held in escrow).

We will account for the acquisition using the purchase method of
accounting. We expect to record goodwill and other intangible assets of
approximately $7.8 million which will be amortized over fifteen years.

For the year ended March 31, 1999 and the three months ended June 30,
1999, Becan had revenues of $31,075,000 and $12,196,000, respectively and net
income of $94,031 and $58,301 for such periods. Stockholders equity at June 30,
1999 was $199,761.

BUSINESS

Becan was incorporated in November 1996, in Ohio and commenced operations
in January 1997. Becan was acquired by Dynamic in June 1998. Becan is a
wholesale distributor of pharmaceuticals, over-the-counter drugs, and health
and beauty care products. In August 1998, Becan formed Discount Rx, Inc., a
Louisiana corporation which also acts as a wholesale distributor of
pharmaceuticals, and to a lesser extent, over-the-counter, and health and
beauty care products. Becan operates two distribution centers, one of which is
a 2,600 square foot leased facility located in Pittsburgh, Pennsylvania, used
by Becan, and the other is a 1,250 square foot leased facility located in
Mandeville, Louisiana, used by Discount Rx. Both of these facilities are used
for the wholesale distribution of pharmaceuticals and health and beauty care
products. The products which Becan and Discount Rx wholesale are acquired from
various manufacturers, including Bergen Brunswig Drug Company, Pharmserv Inc.,
Merc & Co, Inc., and Abbott Laboratories.

PRODUCT LINE

Becan and its subsidiary Discount Rx offer over sixty branded
pharmaceuticals to their customers, along with diabetic test strips, a limited
number of generic pharmaceuticals, a line of nutriceuticals, and a line of
exclusive over-the-counter products. The branded pharmaceuticals account for
ninety percent of the sales for both companies. While diabetic test strips
account for five percent, generics for one percent, nutriceuticals for two
percent, and the exclusive over-the-counter products account for two percent.

In addition to strengthening their core business, the branded
pharmaceuticals, both Becan and Discount Rx are engaged in growing the
nutriceuticals business, which is one of the fastest growing categories within
their customer base.

Both companies have agreements with licensed alternate source facilities
from which they purchase and sell merchandise to.

MARKET FOR PRODUCT LINE

In the fiscal year ended March 31, 1999, approximately ninety-seven
percent of both companies' total sales were to independent pharmacies and three
percent to alternate facilities.

The overall market for Becan is defined as the Continental U.S., however
initial concentration has been on accounts in central and eastern United
States.

SALES AND MARKETING

Becan and Discount Rx utilize a combination of inside sales and marketing,
field sales calls, and independent contractors for its sales and marketing
efforts. The majority of Becan's day to day sales is accomplished through its
inside sales efforts. All of Becan's sales efforts focus on retaining the
existing sales base and developing new customers.

31
<PAGE>

DISTRIBUTION

Becan and Discount Rx have two distribution locations, one in Pittsburgh,
Pennsylvania, and the other in Mandeville, Louisiana, respectively. These
locations are strategically located to enable the companies to deliver
approximately ninety five percent of the product to their customers via next
day delivery, shipped by way of ground UPS. The remaining product (large
over-the-counter orders) is distributed via bulk shipments that are delivered
via common carriers. In all instances a minimum order quantity is required to
offset delivery costs and ensure profitability.

MANAGEMENT INFORMATION SYSTEMS

Becan and Discount Rx use two different management tools to regulate their
inventories, one provided by their accounting software, and the other an
in-house system. The in-house system tracks purchases and sales, and calculates
average purchases against sales, including a growth factor, and then suggests
the appropriate inventory to purchase. Using these systems, both Becan and
Discount Rx provide their customers with an inventory fill rate that surpasses
the industry average. Both companies also track price increases. This allows
both companies to forecast when a price increase will take place, and allows
them to purchase the appropriate inventory to take advantage of those price
increases.

COMPETITION

There are a number of suppliers within each of Becan's and Discount Rx's
market areas that provide branded pharmaceuticals and other products to
independent pharmacies, internet pharmacies, clinics and other licensed
outlets. Both Becan and Discount Rx have developed a niche market within the
market of the other suppliers by offering their customers the needed product at
below market prices.

Becan's major competitors are the national wholesalers: McKesson,
AmeriSource, Bindley Western, Cardinal and Bergen Brunswig, along with a number
of regional wholesalers and buying groups. Both Becan and Discount Rx are able
to compete with these larger companies because we offer a limited inventory and
our cost to serve our customer base is far less than that of our competitors.

MANAGEMENT

PHILLIP J. LAIRD has served as the President of Becan since it was
acquired by Dynamic in June 1998. From May 1997 until June 1998 Mr. Laird was
the Vice President of the Diabetes Supply Division of Direct Rx, Inc., the
predecessor or Dynamic. Mr. Laird was also a retail area sales manager for
McKesson Drug Company from November 1996 to May 1997. Similarly, Mr. Laird was
a retail area sales manager for FoxMeyer Drug Company, managing approximately
250 retail pharmacies with four sales consultants from May 1994 to May 1997.
Mr. Laird received a degree in Business Administration from Robert Morris
College, Pennsylvania, in 1983.

WILLEM H. HAMERS is the President of Discount Rx, a position that he has
held since Becan founded Discount Rx in August 1998. Before becoming President
of Becan, Mr. Hammers served as the Executive Vice President of Sales for
Penner & Welsch since 1997. Prior thereto, Mr. Hammers was a Sales Manager for
the Slidell Division of McKesson Drug Company from 1996 to 1997, and he also
was a Sales Manager for the Slidell Division of FoxMeyer Drug Company from 1991
to 1996.

It is expected that Messrs. Laird and Hamers will continue in their
capacity as officers of Becan and Discount Rx following the acquisition of
Becan by the Company. Neither officer is under an employment contract with
Becan or Discount Rx.

Becan has a verbal agreement to pay management fees to its parent company,
Dynamic, for various legal, accounting and administrative services. The
agreement is reviewed periodically and

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<PAGE>

adjusted at the discretion of Dynamic. Pursuant to this agreement, Becan paid
to Dynamic $15,000 per month, commencing on October 1, 1998. Such amount was
increased to $20,000 per month on November 1, 1999. The amount of management
fees accrued for the year ended March 31, 1999 was $90,000. As of the year
ended March 31, 1999, Becan owed an aggregate of approximately $64,980 to
Dynamic and Innovative for management fees and products purchased during the
year. Upon our acquisition of Becan, the management agreement and the fees will
be terminated.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information for each director and executive
officer of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------- ----- -------------------------------------
<S> <C> <C>
Stephen M. Watters ............ 32 President, Chief Executive Officer,
Chief Financial Officer and Director
William L. LaGamba ............ 40 Vice President, Chief Operating
Officer, Secretary and Treasurer
Dr. Howard L. Howell .......... 52 Director
Jeffrey K. Peterson ........... 49 Director
M. Lisa Shasteen .............. 38 Director
Jugal K. Taneja ............... 55 Director
</TABLE>

Pursuant to the company's bylaws, each director of the company serves as a
director for a term of one (1) year and until his successor is duly qualified.
Officers shall be appointed annually by the Board of Directors, at its annual
meeting, to hold such office until an officer's successor shall have been duly
appointed and qualified, unless an officer sooner dies, resigns or is removed
by the Board.

Set forth below is the business experience and other biographical
information regarding our directors and officers.

STEPHEN M. WATTERS was the President and a Director of Nutriceuticals of
Florida since that Company's inception in September 1998, until its merger with
and into our Company in March 1999. Since the merger, Mr. Watters has served as
our President and as a Director on our board of directors. Recently, Mr.
Watters was named Chief Executive Officer and Chief Financial Officer of the
Company. Previously, from September through November 1998, Mr. Watters was Vice
President of Finance of Dynamic, a Florida corporation. Through its
wholly-owned subsidiaries which include Innovative Health Products, Inc. and
Becan, Dynamic manufactures and distributes nutritional and health products.
Prior to his association with Dynamic, Mr. Watters was in the investment
banking and brokerage businesses where he served as Vice President of sales for
Gilford Securities from February 1998 to September 1998; Vice President of
sales for Hobbs, Melville Corp. from November 1997 to February 1998; and as
branch manager for sales, with Schneider Securities, Inc. from 1995 to 1997.
During 1992 to 1995, Mr. Watters was employed by Bancapital Corp. as an
investment banker. He received his Executive Masters of Business Administration
degree from Case Western Reserve University in 1997.

WILLIAM L. LAGAMBA is a director of Dynamic Health Products, Inc. and has
served as its Chief Executive Officer since June 1998. He was a founder and the
President of Becan Distributors, Inc., a wholesaler of prescription and
non-prescription pharmaceuticals from January 1997 until June 1998. Dynamic
acquired Becan Distributors, Inc. in June 1998. For 14 years prior to January
1997, Mr. LaGamba was employed in various capacities by McKesson Drug Company,
a large distributor of pharmaceuticals, health and beauty aids and services.

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<PAGE>
HOWARD L. HOWELL, D.D.S. was recently appointed to our board of directors
in August 1999. Dr. Howell has been managing his private orthodontic dentistry
practice since 1977. in addition to the private practice of orthodontics, Dr.
Howell is the President of Howell, Whitehead & Associates, P.A., a multi-office
private practice group specializing in pediatric dentistry and orthodontics. He
also serves as Chief Executive Officer and a Director of Telluride Expeditions
Corp., a Colorado corporation which operates a travel agency, and as a director
of Medcom Facilities Inc., real estate holding company incorporated in the
state of Florida. In addition, Dr. Howell is involved in various real estate
investments. Dr. Howell received his degree from the Medical College of
Virginia.

JEFFREY K. PETERSON was recently appointed to our board of directors in
August 1999. From 1997 to the present, Mr. Peterson served as Vice Chairman of
the Board of Directors, and Executive Vice President of Central European
Distribution Corporation, Delaware Corporation and a leading importer and
distributor of alcoholic beverages in Poland ("CEDC"). Mr. Peterson also
handles investor relations for CEDC. Mr. Peterson is also a co-founder of
CEDC'S wholly-owned subsidiary Carey AGRI International Poland SP Z.O.O., a
limited liability company organized under the laws of Poland, and has served as
a member of its management board since it's inception in 1990. Prior thereto,
Mr. Peterson contracted with African, Middle Eastern, South American and Asian
Governments and companies for the supply of American agricultural exports and
selected agribusiness products, such as livestock, feed supplements and
veterinary supplies. In addition, Mr. Peterson has worked with international
banks and with United States governmental entities to facilitate support for
exports from the United States. Mr. Peterson served for three years with the
United States military in southeast Asia prior to attending the University of
South Florida, from which he graduated in 1976.

M. LISA SHASTEEN is also a newly appointed Director of the company (since
August 1999). Ms. Shasteen currently serves as Vice President and General
Counsel for Communications Equity Associates, Inc., a Florida corporation, an
investment and merchant banking firm specializing in the media entertainment
and communication industries. Ms. Shasteen is responsible for the oversight and
management of CEA's legal affairs. Prior to joining CEA in September 1997, Ms.
Shasteen established a private legal practice in Tampa, Florida in (April
1996), focusing mainly on real estate, telecommunications, and regulatory
matters including industrial bond financing and assemblages for national
developers. In particular, Ms. Shasteen was responsible for the management of
legal matters and personnel to prepare Aerial Communications for its initial
launch in Florida. Previously, from July 1994 to April 1996, Ms. Shasteen was
an attorney with Rudnick & Wolfe in Tampa, Florida, where her practice areas
included mergers and acquisitions, commercial development, construction, and
zoning. Ms. Shasteen graduated CUM LAUDE from the University of Oklahoma, and
obtained her JURIS DOCTORATE degree with high honors from Stetson University
College of Law in St. Petersburg, Florida.

JUGAL K. TANEJA presently serves as a Director. He was the Chairman of the
Board from our inception in October 1993 until August 16, 1999. He also served
as the Company's Chief Executive Officer, from inception through April 18,
1995, and again from January 1, 1996 until August 16, 1999. Further, he served
at various times over the years as the Company's President and Secretary. In
addition to his service to the Company, Mr. Taneja operates several other
companies. He is presently the Chairman of the Board of Dynamic, a Florida
corporation, a position he has held since Dynamic's inception in 1991. Through
its wholly-owned subsidiaries which include Innovative Health Products, Inc.
and Becan, Dynamic manufactures and distributes nutritional and health
products. Mr. Taneja also serves as Director of NuMed Home Health Care, Inc., a
Nevada corporation which operates eight wholly-owned subsidiaries providing
home health care services, and contract rehabilitation staffing (since NuMed's
inception in 1991). Mr. Taneja holds degrees in Petroleum Engineering,
Mechanical Engineering, and a Masters in Business Administration from Rutgers
University.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established an Audit Committee consisting of Directors M.
Lisa Shasteen, Dr. Howard L. Howell, and Jeffrey K. Peterson. The Audit
Committee is responsible for reviewing our auditing programs, overseeing the
quarterly regulatory reporting process, overseeing internal

34
<PAGE>

audits as necessary, receiving and reviewing the results of each external
audit, and reviewing management's response to auditor's recommendations. This
newly formed committee has not yet held its first meeting.

COMPENSATION OF DIRECTORS

From our inception until August 1999, our directors had not received any
compensation for their services as a director. Recently, the Board of Directors
approved the following arrangements for the compensation of our directors.
Commencing August 1999, our non-employee directors shall receive $500 for each
meeting of the board of directors that they attend, plus reimbursement of their
reasonable out-of-pocket expenses incurred in connection with such meetings.
Additionally, each non-employee member of a committee of the board of directors
shall receive a fee of $100 per committee meeting that he or she attends.
Directors are also eligible to receive stock options under the Company's stock
option plan. Each of our newly appointed non-employee directors will receive an
option for the purchase of 5,000 shares of our common stock. The exercise price
of such options will be equal to the offering price of the common stock in this
offering. See "Management--1999 Stock Option Plan."

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following summary compensation table sets forth all cash and/or
non-cash compensation paid to or accrued for the past three (3) fiscal years
for the Company's Chief Executive Officer.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SALARY, BONUS,
NAME AND PRINCIPAL POSITION(1) MARCH 31, & ALL OTHER COMPENSATION ($)
- --------------------------------------------- ------------------- -----------------------------
<S> <C> <C>
Jugal K. Taneja, Chief Executive Officer(2) 1999 0
1998 0
1997 0
</TABLE>

- ----------------
(1) We have no officers or other individuals whose compensation from the
Company exceeded $100,000 in any of the past three (3) fiscal years.
(2) August 1999, Mr. Taneja resigned as the Company's CEO, and Stephen M.
Watters was appointed as his successor.

EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS

In the first quarter of the current fiscal year, we entered into an
employment agreement with Mr. Watters which provides for an initial term of
three years commencing April 15, 1999 at an initial base salary of $150,000,
plus an annual performance bonus and stock options to be determined by the
Board of Directors, in exchange for Mr. Watters' full-time services to the
Company. Mr. Watters' employment agreement also contains standard termination
provisions for disability, for cause, and for good reason. Mr. Watters'
employment agreement further provides for health insurance benefits and
contains confidentiality and non-competition provisions that prohibit him form
competing with us. The period covered by the non-competition provisions will
end three years after Mr. Watters' termination.

We also entered into an employment agreement with Jugal K. Taneja for an
initial term ending April 15, 2002, with an annual base salary of $100,000. Mr.
Taneja, served the Company as our Chief Executive Officer from inception
through April 18, 1995, and again from January 1, 1996 until August 16, 1999,
at which time Mr. Taneja's employment agreement was changed to a consulting
agreement and amended as necessary to reflect his current position as a
consultant to the Company. It is anticipated that Mr. Taneja will continue to
devote approximately 25% of his time to the affairs of

35
<PAGE>

the Company under the new consulting agreement. Mr. Taneja's consulting
agreement contains standard termination provisions for disability, for cause,
and for good reason, and it contains confidentiality and non-competition
provisions that prohibit him from competing with us. The period covered by the
non-competition provisions will end three years after Mr. Taneja's termination.

Accrued payments in the aggregate amount of approximately $146,000, owing
under the employment agreements/consulting arrangements with Messrs. Watters
and Taneja, will be paid out of the proceeds of this offering. See "Use of
Proceeds."

1999 STOCK OPTION PLAN

Under the Company's 1999 Stock Option Plan, 400,000 shares of common stock
are reserved for issuance upon exercise of stock options. The Plan is designed
as a means to retain and motivate key employees. The Board of Directors
administers and interprets the Plan. Options may be granted to all eligible
employees of the Company, including officers and non-employee directors and
others who perform services for the Company.

The Plan provides for the granting of both incentive stock options (as
defined in Section 422 of the Internal Revenue Code) and non-statutory stock
options. Options are granted under the Plan on such terms and at such prices as
determined by the Board of Directors, except that the per share exercise price
of the options cannot be less than the fair market value of the common stock on
the date of the grant. Each option is exercisable after the period or periods
specified in the option agreement, but no option may be exercisable after the
expiration of ten years from the date of grant. Options granted under the Plan
are not transferable other than by will or by the laws of descent and
distribution. Presently, the Company has not granted any options under the
Plan.

LOANS AND OTHER AFFILIATED TRANSACTIONS

DYNAMIC HEALTH PRODUCTS, INC.

We have been operating out of the principal offices of Dynamic, in Largo,
Florida, since September 1998. Dynamic has provided us, without charge, with
office and warehouse space, and the use of Dynamic's general office equipment.
See "Business--Warehouse and Fulfillment."

Dynamic, a Florida corporation, is a manufacturer and distributor of
proprietary and nonproprietary non-prescription medications, nutritional
supplements, and health and beauty care products. Dynamic has several
wholly-owned subsidiaries including Innovative Health Products, Inc. and Becan.
We are affiliated with Dynamic as a result of overlapping Boards of Directors
and overlapping principal shareholders. Specifically, a principal shareholder
and director of the Company, Jugal K. Taneja, is also the Chairman of the Board
of Dynamic. In addition, Mr. Taneja is a principal shareholder of Dynamic, with
beneficial ownership of approximately 33% of the outstanding common stock of
Dynamic. Members of his immediate family own in the aggregate an additional 20%
of the outstanding shares of Dynamic, and collectively, Mr. Taneja and his
family exercise voting control over 53% of Dynamic's common stock.

INNOVATIVE HEALTH PRODUCTS, INC.

Substantially all of the natural products sold by the Company to date have
been supplied by Innovative Health Products, Inc. We are affiliated with
Innovative because Innovative is a wholly-owned subsidiary of Dynamic.
Innovative conducts all of Dynamic's manufacturing operations. See "Dynamic
Health Products, Inc." We do not have a contract committing Innovative or
Dynamic to provide the supplies the we will need to fulfil our customer orders.
The products we have obtained from Innovative have been purchased, and we will
only purchase products in the future from Innovative, on terms which are no
less favorable than the terms on which we could purchase similar products from
a disinterested third party supplier. See "Risk Factors--We Rely on
Manufacturers, Distributors, and Wholesalers for Our Products."

36
<PAGE>

BECAN DISTRIBUTORS, INC.

On September 9, 1999, we entered into an agreement to acquire Becan, a
wholesale distributor of pharmaceuticals, over-the-counter drugs, and health
and beauty care products. Becan is a wholly-owned subsidiary of Dynamic. See
"--Dynamic Health Products, Inc." and "--Innovative Health Products, Inc."
Pursuant to the terms of the purchase agreement, we will acquire all of the
outstanding common stock of Becan from Dynamic in exchange for $2,000,000 cash
and 2,000,000 (post one-for-two reverse stock split) shares of our common
stock. An additional 1,000,000 shares of our common stock will be held in
escrow for future issuance to Dynamic in the event Becan attains certain
financial targets for the years ending 2000 and 2001. After the closing of the
Becan acquisition, Mr. Taneja and members of his family will collectively
exercise voting power with respect to 47.4% of our common stock.

Becan buys over the counter drugs and health and beauty care products for
resale from Innovative. Purchases of such products for the year ended March 31,
1999 were $154,162, or less than 1% of the products Becan purchased. Becan does
not have a contract committing Innovative or Dynamic to provide such supplies.
The products we have obtained from Innovative have been purchased, and Becan
will only purchase products in the future from Innovative, on terms which are
no less favorable than the terms on which they could purchase similar products
from a disinterested third party supplier.

INDEBTEDNESS TO MANAGEMENT AND AFFILIATES

Affiliated entities of Jugal K. Taneja, namely 21st Century Healthcare
Fund, LLC, and Carnegie Capital Ltd., respectively loaned $50,000 in May 1999,
and $20,000 in August 1999, to the Company. Mr. Taneja is a member of our Board
of Directors. Similarly, in July 1999, our President, Chief Executive Officer,
and Chief Financial Officer, Stephen M. Watters, provided the Company with a
loan in the amount of $70,000, and our newly appointed director, Dr. Howell,
loaned the Company an additional $50,000. These loans were provided for the
purpose of assisting us with our immediate capital needs. The principal sum on
each of these four promissory notes, together with interest on the unpaid
principal balance (at an annual rate equal to prime plus one percent) is due
and payable on demand at any time following the earlier to occur of either (i)
a public offering of the Company's common stock pursuant to a registration
statement filed with the Securities and Exchange Commission, or (ii) December
31, 1999. We intend to repay these promissory notes in full out of the proceeds
of this offering. See "Use of Proceeds."

MERGER WITH NUTRICEUTICALS OF FLORIDA

On March 15, 1999, we acquired Nutriceuticals.com Corporation, a Florida
corporation in a merger transaction pursuant to which we were the surviving
corporation and the shareholders of Nutriceuticals of Florida received one
share of our common stock in exchange for each share of Nutriceuticals of
Florida stock. An aggregate of 2,400,000 shares of our common stock was issued
to their shareholders in the merger transaction. We were affiliated with
Nutriceuticals of Florida as a result of overlapping Boards of Directors and
overlapping principal shareholders. Specifically, our former Chairman of the
Board and Chief Executive Officer, Jugal K. Taneja, was also the Chairman of
the Board of Chief Executive Officer of Nutriceuticals of Florida. Further, Mr.
Taneja was a principal shareholder of Nutriceuticals of Florida, with
beneficial ownership of approximately 21% of their outstanding common stock.
Members of his immediate family owned in the aggregate an additional 16.8% of
the outstanding shares of Nutriceuticals of Florida, and collectively, Mr.
Taneja and his family exercised voting control over 37.8 % of their common
stock. As a result of the merger with Nutriceuticals of Florida, Mr. Taneja and
his family, as a group, retained voting control over approximately 35% of our
common stock.

POLICY REGARDING LOANS AND OTHER AFFILIATED TRANSACTIONS

The Becan transaction described above was approved by a Special Committee
of the board of directors, consisting solely of independent directors. All of
the other affiliated transactions and loans

37
<PAGE>

described above were entered into when there were less than two disinterested
independent directors on our board of directors, and accordingly the Company
lacked sufficient disinterested independent directors to approve or ratify such
transactions and loans at the time they were initiated. However, the Company
believes that all such transactions and loans were made on terms that are as
favorable to the Company as those which were generally available from
unaffiliated third parties at the time they were initiated, and all existing
loans will be immediately repaid in full from the proceeds of this offering.
See "Use of Proceeds."

We currently have and will maintain at least two independent directors on
our board of directors. All future material affiliated transactions and future
loans and loan guarantees with our officers, directors, 5% shareholders, or
their respective affiliates, will be on terms that are as favorable to the
Company as those generally available from unaffiliated third parties; and all
such future transactions and loans, and any forgiveness of such loans, shall be
approved or ratified by a majority of our independent directors who do not have
an interest in the transactions and who will have access, at our expense to the
Company's or independent legal counsel. Further, we do not intend to make any
future loans to or guarantee loans on behalf of our officers, directors and
employees, other than: (i) advances for travel, business expense, and similar
ordinary operating expenditures; (ii) loans or loan guarantees made for the
purchase of our securities, and (iii) loans for relocation.

38
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of November 12, 1999, by
(i) each person known to own beneficially more than 5% of the Company's Common
Stock, (ii) each Director and Officer of the Company, and (iii) all Directors
and Officers as a group. As of November 12, 1999 there were approximately
2,816,707 common shares issued and outstanding.

<TABLE>
<CAPTION>
BEFORE OFFERING(1) AFTER OFFERING(1)
------------------------------------- ------------------------------------
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNER OF BENEFICIAL OWNER(2) OF CLASS OF BENEFICIAL OWNER(2) OF CLASS
- ------------------------------------------- ------------------------ ------------ ------------------------ -----------
<S> <C> <C> <C> <C>
21st Century Healthcare Fund LLC (3)(7)
6950 Bryan Dairy Road
Largo, Florida 33777 ..................... 300,000 10.7% 300,000 4.7%
Manju Taneja (4)(7)
6950 Bryan Dairy Road
Largo, Florida 33777 ..................... 211,821 7.5% 211,821 3.4%
Mihir K. Taneja (5)(7)
6950 Bryan Dairy Road
Largo, Florida 33777 ..................... 200,000 7.1% 200,000 3.2%
Mandeep K. Taneja (6)(7)
6950 Bryan Dairy Road
Largo, Florida 33777 ..................... 200,000 7.1% 200,000 3.2%
Dynamic Health Products, Inc. (7)
6950 Bryan Dairy Road
Largo, Florida 33777 ..................... 0 -- 2,000,000 31.7%
Stephen M. Watters ........................ 1,000,000 35.5% 1,000,000 15.8%
William L. LaGamba ........................ 100,000 3.6% 100,000 1.6%
Dr. Howard L. Howell ...................... 0 -- 0 --
Jeffery K. Peterson ....................... 0 -- 0 --
M. Lisa Shasteen .......................... 0 -- 0 --
Jugal K. Taneja (7)(8) .................... 538,815 19.1% 2,538,815 40.2%
All Directors and Officers
as a group (6 persons) (7) ............... 1,638,815 58.2% 3,638,815 57.6%
</TABLE>

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

(1) After Offering ownership figures are based upon 6,316,707 shares issued and
outstanding and (i) include the issuance of 1,500,000 shares in the
offering that is the subject of this prospectus; (ii) include the issuance
of 2,000,000 shares to Dynamic in connection with the acquisition of
Becan; and (iii) exclude the 1,000,000 shares held in escrow in connection
with the Becan acquisition.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. The number of shares beneficially
owned by a person includes shares of common stock subject to options held
by that person, if any, that are currently exercisable or exercisable
within 60 days of the date of this prospectus. Such shares issuable
pursuant to such options are deemed outstanding for computing the
percentage ownership of the person holding such options but not deemed
outstanding for the purposes of computing the percentage ownership of each
other person. To our knowledge, the persons named in this table have sole
voting and investment power with respect to all shares of common stock
shown as owned by them, subject to community property laws where
applicable and except as indicated in the other footnotes to this table.
The business address of each of the Company's directors named above is:
c/o Nutriceuticals.com Corporation, 6950 Bryan Dairy Road, Largo, Florida
33777.
(3) 21st Century Healthcare Fund, LLC, is a limited liability company of which
Jugal K. Taneja is the principal.
(4) Includes 1,330 shares held of record by Jugal K. Taneja, her spouse. Ms.
Taneja disclaims voting power with respect to the shares held of record by
her spouse. Does not include shares held of record by 21st Century
Healthcare Fund, LLC, the First Delhi Trust or Westminster Trust Company,
whose shares are beneficially owned by her husband.
(5) Mihir K. Taneja is the adult son of Jugal K. Taneja and Manju Taneja.
(6) Mandeep K. Taneja is the adult son of Jugal K. Taneja and Manju Taneja.

(7) Assumes the consummation of the sale of Becan to the Company, and the
issuance of 2,000,000 shares of common stock to Dynamic in exchange
therefor. Jugal K. Taneja is a principal shareholder of Dynamic, with
beneficial ownership of approximately 33% of its outstanding common stock.
Members of Mr. Taneja's immediate family own in the aggregate an
additional 20% of the outstanding shares of Dynamic, and collectively, he
and his family exercise voting control over 53% of Dynamic's common stock.
Consequently, if Mr. Taneja and the members of his family act in concert,
with respect to any matter to be voted upon by the shareholders of
Nutriceuticals after the offering, they would exercise voting control over
2,938,815 shares, or 46.6% of the Company's common stock.

(8) Includes (i) all of the shares held of record by 21st Century Healthcare
Fund, LLC, a limited liability company of which Jugal K. Taneja is the
principal; (ii) 8,994 shares held of record by The First Delhi Trust, a
trust established for the benefit of the children of Jugal K. Taneja;
(iii) 18,000 shares held of record by Westminster Trust Company, a
partnership in which Jugal K. Taneja is the general partner; and (iv)
210,491 shares held of record by Manju Taneja, his spouse. Mr. Taneja
disclaims voting power with respect to the shares held of record by his
spouse.

39
<PAGE>

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

We are authorized to issue up to 24,000,000 shares of common stock and
2,000,000 shares of preferred stock. The following description of our capital
stock is not complete and is qualified in its entirety by our articles of
incorporation and bylaws, both of which are included as exhibits to the
registration statement of which this prospectus forms a part, and by applicable
Nevada laws.

COMMON STOCK

As of November 12, 1999, there were approximately 2,816,707 shares of
common stock outstanding held by approximately 546 stockholders of record.
Subject to preferences that may be applicable to any outstanding shares of
preferred stock, our board of directors may declare a dividend out of funds
legally available and the holders of common stock are entitled to receive
ratably any such dividends. In the event of our liquidation, dissolution or
winding up, holders of our common stock are entitled to share ratably in all of
our assets remaining after we pay our liabilities and liquidation preferences
of any outstanding shares of preferred stock. Holders of our common stock have
no preemptive rights or other subscription rights to convert their shares into
any other securities. There are no redemption or sinking fund provisions
applicable to the common stock.

PREFERRED STOCK

Our board of directors has the authority, without further action by our
stockholders, to issue up to 2,000,000 shares of preferred stock in one or more
series and to fix the privileges and rights of each series. These privileges
and rights may be greater than those of the common stock. Our board of
directors, without further stockholder approval, can issue preferred stock with
voting, conversion or other rights that could adversely affect the voting power
and other rights of the holders of common stock. This type of "blank check
preferred stock" makes it possible for us to issue preferred stock quickly with
terms calculated to delay or prevent a change in our control or make removal of
our management more difficult. Additionally, if we issue this preferred stock,
then the market price of common stock may decrease, and voting and other rights
may decrease. However, we will not offer preferred stock to our officers,
directors, 5% shareholders, or their respective affiliates, except on the same
terms as it is offered to all other existing shareholders or to new
shareholders, unless the issuance of preferred stock is approved by a majority
of our independent directors who do not have an interest in the transaction and
who have access, at our expense, to the Company's or independent legal counsel.
We currently have no plans to issue any preferred stock.

WARRANTS

In connection with the offering, and as additional compensation to the
underwriters, the Company has created warrants for the purchase of 150,000
shares of common stock. The warrants will be exercisable, in whole or in part,
between the first and fifth years, at an exercise price equal to 165% of the
offering price of this offering. The underwriters shall have the option to
require us to register the warrants and/or the common stock underlying the
warrants.

INDEMNIFICATION

While these provisions provide directors with protection from awards for
monetary damages for breaches of their duty of care, they do not eliminate such
duty. Accordingly, these provisions will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions described above apply to an
officer of a corporation only if he or she is a director of such corporation
and is acting in his or her capacity as director, and do not apply to the
officers of the corporation who are not directors.

Our bylaws provide that, to the fullest extent permitted by the Nevada
Revised Statutes, we may indemnify our directors, officers and employees. Our
bylaws further provide that we may similarly

40
<PAGE>

indemnify our agents. In addition, we anticipate that each director will enter
into an indemnification agreement pursuant to which we will indemnify such
director to the fullest extent permitted by the. At present, there is no
pending litigation or proceeding involving any of our directors or officers in
which indemnification is required or permitted, and we are not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is American
Securities Transfer & Trust, Inc. The transfer agent's address is 938 Quail
Street, Suite 101, Lakewood, Colorado 80215 and telephone number is (303)
234-5300.

SHARES ELIGIBLE FOR FUTURE SALES

Sales of a substantial number of shares of common stock in the public
market following the offering made by this prospectus could adversely affect
market prices prevailing from time to time. Furthermore, sales of substantial
amounts of common stock in the public market after various resale restrictions
lapse could adversely affect the prevailing market price and our ability to
raise equity capital in the future.

Based on 2,816,707 shares outstanding on November 12, 1999, there will be
6,316,707 shares of common stock outstanding upon the completion of this
offering and the acquisition of Becan, assuming the underwriters do not
exercise their over-allotment option (excludes the 1,000,000 shares held in
escrow in connection with the Becan acquisition). The 1,500,000 shares sold in
this offering will be freely tradeable without restriction under the Securities
Act. In addition, approximately 155,892 additional shares are freely tradeable
without restriction.

The remaining 4,660,815 shares outstanding upon completion of the offering
(excluding shares in escrow) will be "restricted securities" as that term is
defined in Rule 144 and may not be sold publicly unless they are registered
under the Securities Act or are sold pursuant to Rule 144 or another exemption
from registration. Of these restricted securities, 11,841 shares are eligible
for immediate sale pursuant to Rule 144 under the Securities Act, subject to
compliance with the volume limitations and other restrictions under Rule 144.
In connection with this offering, the holders of 3,542,815 shares of common
stock (consisting of our directors, officers, 5% holders and affiliates) have
entered into lock-up agreements with Kashner Davidson Securities under which
they have agreed not to offer, sell or otherwise dispose of any such shares of
common stock, any options or warrants to acquire shares of common stock or any
securities convertible into shares of common stock (or any shares of common
stock issuable upon exercise or conversion of securities) owned by them for a
period of 18 months after the date of this prospectus. Kashner Davidson
Securities may, in its sole discretion and at any time without notice, release
all or any portion of the securities subject to such lock-up agreements.
Kashner Davidson Securities currently has no plans to release any portion of
the securities subject to such lock-up agreements.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned "restricted securities"
(as defined in Rule 144) for at least one year (including the holding period of
any prior owner, except an affiliate) is entitled to sell, within any three
month period, a number of shares that does not exceed the greater of (i) one
percent of the number of shares of common stock then outstanding or (ii) the
average weekly trading volume of the common stock on the Nasdaq National Market
during the four calendar weeks preceding the required filing of a Form 144 with
respect to such sale. Sales under Rule 144 are also subject to certain manner
of sale provisions and notice requirements and to the availability of current
public information about us. Under Rule 144(k), a person who is not deemed to
have been an affiliate at any time during the 90 days preceding a sale, and who
has beneficially owned the shares proposed to be sold for at least two years
(including the holding period of any prior owner except an affiliate), is
entitled to sell such shares without complying with the manner of sale, public
information, volume and other limitation or

41
<PAGE>

notice provisions of Rule 144. In general, under Rule 701 of the Securities Act
as currently in effect, any employee, consultant or advisor of ours who
purchases shares from us in connection with a compensatory stock or option plan
or other written agreement is eligible to resell such shares 90 days after the
effective date of our initial public offering (which was completed in June
1998) in reliance on Rule 144, but without compliance with certain
restrictions, including the holding period, contained in Rule 144.

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated ___________ , 1999, we have agreed to sell to the underwriters
named below, for whom Kashner Davidson Securities Corporation is acting as
representative, the following numbers of shares of common stock:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ------------------------------------------------- ----------
<S> <C>
Kashner Davidson Securities Corporation .........
Total .......................................... 1,500,000
=========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock in the offering, if any are
purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults the purchase commitments of non-defaulting underwriters
may be increased or the offering of common stock may be terminated.

We have granted to the underwriters a 45 day option to purchase up to
225,000 additional shares of common stock at the offering price, less
underwriting discounts and commissions. The option may be exercised only to
cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and, to certain
selling group members at that price less a concession of $________ per share.
The underwriters and selling group members may allow a discount of
$ _____________ per share on sales to other broker/dealers. After the offering,
the public offering price and concession and discount to dealers may be changed
by the representatives.

The following table summarizes the compensation and estimated expenses we
will pay.

<TABLE>
<CAPTION>
WITHOUT WITH
PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT
----------- ---------------- ---------------
<S> <C> <C> <C>
Underwriting Discounts and Commissions
paid by Nutriceuticals.com .......... $ $ $
</TABLE>

We have agreed to pay the underwriter a non-accountable expense allowance
of 3% of the gross proceeds derived from the sale of the shares of common stock
underwritten, including the sale of any shares of common stock that the
underwriter may sell to cover over-allotments, if any, of which $25,000 has
been paid as of the date of this prospectus. We have also agreed to pay all
expenses in connection with (i) qualifying the common stock offered hereby for
sale under the laws of the states as we and the underwriter may designate, and
(ii) registering the offering with the NASD, including filing fees and fees and
expenses of counsel retained for these purposes.

As additional compensation to the underwriters, the underwriting agreement
provides for the sale to the underwriters, for an aggregate of $10, warrants to
purchase 150,000 shares of common stock. The underwriter's warrant will be
exercisable, in whole or in part, between the first and fifth years, at an
exercise price equal to 165% of the offering price of this offering. The
underwriters shall have the

42
<PAGE>

option to require us to register the warrants and/or the common stock
underlying the warrants. The shares of common stock underlying the
underwriter's warrant will be restricted from sale, transfer, assignment or
hypothecation for the period of one year from the effective date of the
offering except to officers or partners (not directors) of the Underwriters and
members of the selling group and/or their officers or partners.

Our directors, officers and certain stockholders have agreed not to offer,
sell, contract to sell, announce their intention to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Securities and Exchange
Commission a registration statement under the Securities Act of 1933 relating
to any additional shares of the common stock or securities convertible into or
exchangeable or exercisable for any shares of the common stock, without the
prior written consent of Kashner Davidson Securities, for a period of 18 months
after the date of this prospectus.

We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute to payments that the underwriters may be required
to make in that respect.

The representatives may engage in over-allotment, stabilizing
transactions, syndicate covering transactions, penalty bids and "passive"
market making in accordance with Regulation M under the Securities Exchange Act
of 1934. Over-allotment involves syndicate sales in excess of the offering
size, which creates a syndicate short position. Stabilizing transactions permit
bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Syndicate covering transactions involve purchases
of the shares of common stock in the open market after the distribution has
been completed in order to cover syndicate short positions. Penalty bids permit
the Representatives to reclaim a selling concession from a syndicate member
when the shares of common stock originally sold by such syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. In "passive" market making, market makers in the securities who are
underwriters or prospective underwriters may, subject to certain limitations,
make bids for or purchases of the securities until the time, if any, at which a
stabilizing bid is made. These stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the common stock to be
higher than it would otherwise be in the absence of these transactions. These
transactions may be effected on the over-the-counter Bulletin Board or
otherwise and, if commenced, may be discontinued at any time.

Prior to this offering there has been no active trading market for our
common stock. Accordingly, the offering price of the shares was determined by
negotiation between the Company and the underwriter. Factors considered in
determining such price and terms, include prevailing market conditions and an
assessment of our future prospects. The offering price of the shares does not
bear any relationship to assets, earnings, book value, or other criteria of
value applicable to the Company. You should not consider the offering price to
be and indication of the actual value of our common stock. The price of our
stock is subject to change as a result of market conditions and other factors.
No assurances can be given that our stock can be resold at the offering price.

LEGAL MATTERS

The validilty of the common stock offered hereby will be passed upon for
the Company by Jones Vargas, Las Vegas, Nevada. Certain other legal matters
will be passed on for us by our counsel, Schifino & Fleischer, P.A., Tampa,
Florida. Certain legal matters will be passed on for the underwriters by
Sichenzia, Ross & Friedman, LLP, 135 West 50th Street, 20th Floor, New York,
New York 10020.

EXPERTS

Kirkland, Russ, Murphy & Tapp, Clearwater, Florida, independent auditors,
have audited Nutriceuticals.com Corporation's consolidated financial statements
as of March 31, 1998 and 1999, as

43
<PAGE>

set forth in their report. We have included Nutriceuticals.com Corporation's
consolidated financial statements in the prospectus and elsewhere in the
registration statement in reliance on Kirkland, Russ, Murphy & Tapp's report,
given upon their authority as experts in accounting and auditing.

Brimmer, Burek, Keelan & McNally, LLP, Tampa, Florida, independent
auditors, have audited Becan Distributors, Inc.'s consolidated financial
statements as of March 31, 1999, as set forth in their report. We have included
Becan's consolidated financial statements in the prospectus and elsewhere in
the registration statement in reliance on Brimmer, Burek, Keelan & McNally,
LLP's report, given upon their authority as experts in accounting and auditing.

Shalek & Associates, CPA's Inc., Independence, Ohio, independent auditors,
have audited Becan Distributors, Inc.'s consolidated financial statements as of
March 31, 1998, as set forth in their report. We have included Becan's
consolidated financial statements in the prospectus and elsewhere in the
registration statement in reliance on Shalek & Associates, CPA's Inc.'s report,
given upon their authority as experts in accounting and auditing.

44
<PAGE>

ADDITIONAL INFORMATION

We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
file reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the SEC's regional offices located at the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661 and Seven World Trade Center, 13th Floor, New York, NY 10048. Copies of
such material can be obtained from the Public Reference Section of the SEC upon
payment of certain fees prescribed by the SEC. The SEC's Web site contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC. The address of that site is
http://www.sec.gov.

We have filed a Registration Statement on Form SB-2 with the SEC under the
Securities Act in respect of the common stock offered hereby. This prospectus,
which is a part of the registration statement, omits certain information
contained in the registration statement as permitted by the SEC's rules and
regulations. For further information with respect to Nutriceuticals.com and the
common stock offered hereby, please reference the registration statement,
including its exhibits. Statements herein concerning the contents of any
contract or other document filed with the SEC as an exhibit to the registration
statement are not necessarily complete and are qualified in all respects by
such reference. Copies of the registration statement, including all exhibits
and schedules thereto, may be inspected without charge at the public reference
facilities maintained by the SEC, or obtained at prescribed rates from the
Public Reference Section of the SEC at the address set forth above.

45
<PAGE>

INDEX TO FINANCIAL STATEMENTS

NUTRICEUTICALS.COM CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Kirkland, Russ, Murphy & Tapp, Independent Auditors ............. F-2
Consolidated Balance Sheets ............................................... F-3
Consolidated Statements of Income ......................................... F-4
Consolidated Statements of Changes in Net Deficiency in Liquidation ....... F-5
Consolidated Statements of Stockholders' Equity (Deficit) ................. F-6
Consolidated Statement of Cash Flows ...................................... F-7
Notes to Consolidated Financial Statements ................................ F-8
</TABLE>

BECAN DISTRIBUTORS, INC.
CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Brimmer, Burek, Keelan & McNally, LLP, Independent Auditors ..... F-16
Report of Shalek & Associates, CPA's, Inc., Independent Auditors .......... F-17
Consolidated Balance Sheets ............................................... F-18
Consolidated Statements of Operations ..................................... F-19
Consolidated Statements of Changes in Stockholders' Equity ................ F-20
Consolidated Statement of Cash Flows ...................................... F-21
Notes to Consolidated Financial Statements ................................ F-23
</TABLE>

UNAUDITED CONSOLIDATED PRO FORMA
FINANCIAL INFORMATION

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Pro Forma Condensed Consolidated Financial Statements ............................ F-28
Pro Forma Consolidated Balance Sheet ............................................. F-29
Pro Forma Consolidated Statement of Operations (Three-months ended June 30, 1999) F-30
Pro Forma Consolidated Statement of Operations (Year ended March 31, 1999) ....... F-31
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Shareholders
Nutriceuticals.com Corporation:

We have audited the accompanying consolidated balance sheets of
Nutriceuticals.com Corporation, as of March 31, 1998 and 1999, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
period from September 8, 1998 (date of inception) to March 31, 1999, and the
related statement of changes in net deficiency in liquidation for the year
ended March 31, 1998 and for the period from April 1, 1998 to September 7,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Nutriceuticals.com Corporation as of March 31, 1998 and 1999, and results of
their operations and their cash flows for the period from September 8, 1998
(date of inception) to March 31, 1999, and results of their changes in net
deficiency in liquidation for the year ended March 31, 1998 and for the period
from April 1, 1998 to September 7, 1998, in conformity with generally accepted
accounting principles.

Kirkland, Russ, Murphy & Tapp, LLP

Tampa, Florida
April 26, 1999

F-2
<PAGE>

NUTRICEUTICALS.COM CORPORATION

CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
--------------------------- ---------------
1998 1999 1999
----------- ------------- ---------------
<S> <C> <C> <C>
(UNAUDITED)
Current assets:
Cash ................................................................ $ 8,274 $ 56,986 $ 14,599
Accounts receivable, less allowance for doubtful accounts ........... -- 9,278 19,038
Due from related party .............................................. -- 5,171 5,570
Inventory ........................................................... -- 16,303 19,163
Prepaids and other current assets ................................... -- -- 25,000
-------- ---------- ------------
Total current assets ............................................... $ 8,274 $ 87,738 $ 83,370
Computer software, net ............................................... -- 47,500 45,000
Deposits ............................................................. -- 380 200
-------- ---------- ------------
$ 8,274 135,618 128,570
======== ========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable .................................................... 500 80,186 62,614
Accrued expenses .................................................... 16,437 17,505 60,478
Note payable to related party ....................................... -- -- 50,000
-------- ---------- ------------
Total current liabilities .......................................... 16,937 97,691 173,092
Stockholders' equity (deficit):
Preferred stock, $.001 par value, 2,000,000 shares
authorized, no preferred shares issued or outstanding ............. -- -- --
Common stock, $.001 par value, 24,000,000 shares
authorized, 2,676,707 shares issued and outstanding ............... -- 2,677 2,677
Additional paid-in capital .......................................... -- 139,725 139,725
Deficit ............................................................. -- (104,475) (186,924)
Net deficiency in liquidation, attributed to 175,514 shares ......... (8,663) -- --
-------- ---------- ------------
Total stockholders' equity (deficit) ............................... (8,663) 37,927 (44,522)
-------- ---------- ------------
$ 8,274 135,618 128,570
======== ========== ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

NUTRICEUTICALS.COM CORPORATION

STATEMENTS OF INCOME
FOR THE PERIOD FROM SEPTEMBER 8, 1998 (DATE OF INCEPTION) TO MARCH 31, 1999
AND FOR THE THREE-MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
THREE-MONTHS
PERIOD ENDED ENDED
MARCH 31, 1999 JUNE 30, 1999
---------------- --------------
(UNAUDITED)
<S> <C> <C>
Net revenues ................................................. $ 37,118 33,899
Cost of revenues ............................................. 14,496 14,786
---------- ------
Gross profit ............................................... 22,622 19,113
Selling, general and administrative expenses ................. 128,858 101,308
---------- -------
Operating loss ............................................. (106,236) (82,195)
Other income:
Interest income ............................................. 1,761 335
Interest expense ............................................ -- (589)
---------- -------
Net loss ................................................... $ (104,475) (82,449)
========== =======
Basic and diluted net loss per share of common stock ......... $ (.08) (.03)
Weighted common shares outstanding ........................... 1,372,230 2,676,707
========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

NUTRICEUTICALS.COM CORPORATION

STATEMENTS OF CHANGES IN NET DEFICIENCY IN LIQUIDATION
FOR THE YEAR ENDED MARCH 31, 1998, FOR THE
PERIOD FROM APRIL 1, 1998 TO SEPTEMBER 7, 1998
AND FOR THE THREE-MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
PERIOD FROM THREE-MONTHS
YEAR ENDED APRIL 1, 1998 ENDED
MARCH 31, TO SEPTEMBER 7, JUNE 30,
1998 1998 1999
------------ ----------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Increase in net assets in liquidation:
Sales ............................................ $ 3,918 $ -- $ --
Bad debt recovery ................................ 3,101 -- --
--------- --------- ---------
Decreases in net assets in liquidation:
Cost of goods sold ............................... (16,760) -- --
Professional fees ................................ (13,012) (3,875) (3,375)
Occupancy ........................................ (6,432) -- --
Office expense ................................... (1,283) (60) (201)
Other ............................................ (6,112) -- --
--------- --------- ---------
Decrease in net assets in liquidation before
adjustments ................................... (36,580) (3,935) (3,395)
Adjustments of estimated values ................... 32,215 -- --
--------- --------- ---------
Decrease in net assets in liquidation ........... (4,365) (3,935) (3,395)
Beginning net liabilities in liquidation .......... (4,298) (8,663) (8,663)
--------- --------- ---------
Ending net liabilities in liquidation ............. $ (8,663) (12,598) (12,058)
========= ========= =========
Loss per share:
Loss attributable to common stockholders ......... $ (4,365) (3,935) (3,395)
Net loss per common share
(basic and diluted) ............................ $ (.02) (.02) (.02)
========= ========= =========
Weighted common shares outstanding
(basic and diluted) ............................ 175,514 175,514 175,514
========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

NUTRICEUTICALS.COM CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
ADDITIONAL RETAINED NET TOTAL
COMMON PAID-IN EARNINGS DEFICIENCY STOCKHOLDERS'
STOCK CAPITAL (DEFICIT) IN LIQUIDATION EQUITY(DEFICIT)
-------- ------------ ------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Balances at March 31, 1997,
on the liquidation basis
of accounting ............................... $ -- $ -- $ -- $ (4,298) $ (4,298)
Loss attributable to common stockholders -- -- -- (4,365) (4,365)
------ --------- ---------- -------- ----------
Balances at March 31, 1998, on the
liquidation basis of accounting ............. -- -- -- (8,663) (8,663)
Loss attributable to common stockholders
prior to merger ............................. -- -- -- (3,935) (3,935)
Recapitalization at date of merger ........... 177 (12,775) -- 12,598 --
September 24, 1998, initial capital
contribution, 2,000,000 shares at $.015
per share ................................... 2,000 28,000 -- -- 30,000
October 30, 1998 sale of 400,000 shares of
common stock at $.25 per share .............. 400 99,600 -- -- 100,000
Issuance of 100,000 shares at $.25 per
share for acquisition ....................... 100 24,900 -- -- 25,000
Net loss ..................................... -- -- (104,475) -- (104,475)
------ --------- ---------- -------- ----------
Balances at March 31, 1999 ................... 2,677 139,725 (104,475) -- 37,927
Net loss ..................................... -- -- (82,449) -- (82,449)
------ --------- ---------- -------- ----------
Balance at June 30, 1999 (unaudited) ......... $2,677 $ 139,725 $ (186,924) $ -- $ (44,522)
====== ========= ========== ======== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

NUTRICEUTICALS.COM CORPORATION

STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 8, 1998 (DATE OF INCEPTION) TO MARCH 31, 1999
AND FOR THE THREE-MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
PERIOD FROM THREE-MONTHS
SEPTEMBER 8, 1998 ENDED
TO MARCH 31, 1999 JUNE 30, 1999
------------------- --------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................ $ (104,475) $ (82,449)
Adjustment to reconcile net loss to net cash used
by operating activities:
Amortization expense ................................ 2,500 2,500
Change in operating assets and liabilities:
Accounts receivable, net ............................ (9,278) (9,760)
Due from related party .............................. (5,171) (399)
Inventory ........................................... (16,303) (2,860)
Deposits ............................................ (380) 180
Prepaid expenses and other assets ................... -- (25,000)
Accounts payable .................................... 69,311 (17,572)
Accrued expenses .................................... 1,068 42,973
---------- ---------
Net cash used in operating activities ............. (62,728) (92,387)
Cash flows from investing activities:
Purchase of computer software ....................... (15,000) --
---------- ---------
Net cash used in investing activities ............. (15,000) --
Cash flows from financing activities:
Initial capital contributions ....................... 30,000 --
Sale of common stock ................................ 100,000 --
Proceeds from note payable .......................... -- 50,000
---------- ---------
Net cash provided by financing activities ......... 130,000 50,000
Net increase (decrease) in cash ...................... 52,272 (42,387)
Cash at beginning of period .......................... 4,714 56,986
---------- ---------
Cash at end of period ................................ $ 56,986 $ 14,599
========== =========
Supplemental disclosures:
In exchange for 100,000 shares of its common stock at $.25 per share and $10,000 cash (in
accounts payable), the Company acquired all of the common stock of HealthSeek.com, Inc. on March 31,
1999.
</TABLE>

<TABLE>
<S> <C>
Cash paid for interest for the three-months ended June 30, 1999 ......... $ 589
=======
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)

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

ORGANIZATION AND MERGER

NuMed Surgical, Inc. (NuMed) was engaged in the research, development and
distribution of medical instruments and surgical supplies to the health care
market since February 1991. Effective March 31, 1997, NuMed adopted a plan of
liquidation in which it sold its major product line and subsequently disposed
of all its operating assets by March 31, 1998.

Effective March 1999, NuMed acquired all of the outstanding common stock
of Nutriceuticals.com Corporation (Nutriceuticals), which was organized in the
State of Florida on September 8, 1998 (date of inception). Nutriceuticals is
engaged in the retailing of nutritional supplements via the Internet. For
accounting purposes, the acquisition has been treated as an acquisition of
NuMed by Nutriceuticals and as a recapitalization of Nutriceuticals.
Additionally, Nutriceuticals was merged into NuMed and NuMed changed its name
to Nutriceuticals.com Corporation (the Company).

As a result of the merger, each issued and outstanding share of
Nutriceutical's common stock was converted into one share of NuMed's common
stock. The results of operations of the consolidated companies are reflected as
if the above transaction took place at September 8, 1998 (date of inception).
Consequently, for comparative purposes, the consolidated financial statements
have been presented as if the Company were a single entity for all periods
presented and all significant intercompany accounts and transactions have been
eliminated in consolidation.

ACQUISITION

Effective March 31, 1999, the Company acquired HealthSeek.com, Corporation
(HealthSeek), a Massachusetts corporation. HealthSeek is a health care
community website providing information to health care professionals and
consumers. The acquisition was accounted for using the purchase method of
accounting. The Company acquired all of the common stock of HealthSeek, in
exchange for 100,000 (post October 1999 one-for-two reverse stock split) shares
of voting common stock and $10,000 cash. In consideration of the sale and
transfer of the shares, the Company acquired the registered domain name
HealthSeek and all assets, copyrights and other documentation relating to the
website and assumed all costs and expenses related to the ongoing maintenance
of the website. HealthSeek did not have significant historical book assets,
liabilities or revenues and expenses during its' limited operating history. The
purchase price was allocated to HealthSeek's website. HealthSeek is a
wholly-owned subsidiary of the Company.

DESCRIPTION OF BUSINESS

The Company and its wholly-owned subsidiary, HealthSeek, consists of two
distinct linked Web sites providing web-based health care communications and
related information to consumers, including retailing low-priced nutritional
supplements via the Internet (e-commerce).

F-8
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 1 -- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)

COMPARABILITY OF FINANCIAL INFORMATION

The significant accounting policies of the Company conform with generally
accepted accounting principles and reflect practices appropriate to the
businesses in which it operates. On March 31, 1997, the Company adopted a plan
of liquidation in which it sold its major product line and subsequently
disposed of all its operating assets. The Company accounted for the liquidation
using the liquidation basis of accounting. Thus, the post liquidation basis
financial statements as of and for the year ended March 31, 1998, the period
from April 1, 1998 to September 7, 1998, and the three months ended June 30,
1998, are not comparable to the consolidated financial statements as of March
31, 1999, and for the period from September 8, 1998 (date of inception) to
March 31, 1999.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. All significant intercompany accounts have
been eliminated in the consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

RISKS AND UNCERTAINTIES

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to
significant concentrations of credit risk, consist principally of cash and cash
equivalents. Substantially all of the Company's cash and cash equivalents are
vested in short-term money market accounts, which bear minimal risk, and are
available on demand. The carrying amounts reported in the balance sheets for
cash and cash equivalents approximate their fair values due to the short-term
nature of these financial instruments. The balances, at times, may exceed
federally insured limits.

BUSINESS RISK

The markets for the products and services offered on HealthSeek.com and
Nutriceuticals.com are intensely competitive. The Company competes with both
traditional distribution channels and online services. The Company may
potentially face competition from a number of other online services that have
expertise in developing online commerce and in facilitating internet traffic.

F-9
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 1 -- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)

SIGNIFICANT CUSTOMERS

The Company is entirely dependent upon the manufacturers, distributors and
wholesalers that supply natural products for resale. Currently, sales and
purchases of natural products provided by Innovative Health Products, Inc., a
related party, account for a substantial portion of the Company's revenues and
inventory.

INCOME TAXES

The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 109, "Accounting for Income Taxes." Under the asset and liability method of
SFAS No. 109, 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
bases. 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. Valuation allowances are
established when necessary to reduce deferred tax assets to amounts expected to
be realized.

ESTIMATES

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

PRODUCT DEVELOPMENT COSTS

Product development costs that consist primarily of website development
and maintenance services are expensed as incurred.

ADVERTISING COSTS

Advertising costs are charged to expense in the period the costs are
incurred. Advertising expense was $-0- for the year ended March 31, 1998 and
the period from April 1, 1998 to September 7, 1998 and $54,402 and $1,808 for
the period from September 8, 1998 (date of inception) to March 31, 1999 the
three-months ended June 30, 1999, respectively.

REVENUE RECOGNITION

The Company recognizes revenue when goods or services are provided.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.

F-10
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 1 -- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)

ACCOUNTS RECEIVABLE

Accounts receivable are due primarily from individuals through credit card
sales via e-commerce and from companies and individuals concentrated in the
state of Florida via traditional distribution channels.

COMPUTER SOFTWARE

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 98-1, ACCOUNTING FOR COSTS OF COMPUTER
SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE, This SOP is effective for
fiscal years beginning after December 15, 1998 and requires capitalization of
certain costs of computer software developed or obtained for internal use.

Computer software are stated at cost less accumulated amortization.
Amortization is recorded using the straight-line method over an estimated
useful life of three years.

NET LOSS PER SHARE

In 1997, the Financial Accounting Standards Board issued SFAS No. 128,
EARNINGS PER SHARE, and, in February 1998, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 98 related to SFAS 128. SFAS
128 replaced the calculation for primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is similar to the previously
reported fully diluted earnings per share. The Company has no common stock
equivalents at March 31, 1998 and 1999 and June 30, 1999, resulting in diluted
earnings per share.

RECENT ACCOUNTING PRONOUNCEMENTS

COMPREHENSIVE INCOME

Effective April 1, 1998, the Company adopted SFAS No. 130, REPORTING
COMPREHENSIVE INCOME. Under SFAS 130 changes in net assets of an entity
resulting from transactions and other events and circumstances from non-owner
sources are reported in the financial statements for the period in which they
are recognized. Because there were no such changes, adoption of SFAS 130 did
not impact the consolidated financial statements of the Company.

SEGMENT REPORTING

Effective April 1, 1998, the Company adopted SFAS No. 131, DISCLOSURES
ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. The Company operates
as a single segment and will evaluate additional segment disclosure
requirements as it expands its operations.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES was released. The statement requires the recognition of all
derivatives as either assets or liabilities in the

F-11
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 1 -- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)

balance sheet and the measurement of those instruments at fair value. The
accounting for changes in the fair value of a derivative depends on the planned
use of the derivative and the resulting designation. The Company is required to
implement the statement in the first quarter of fiscal 2000. The Company has
not used derivative instruments and believes the impact of adoption of this
statement will not have a significant effect on the consolidated financial
statements.

LONG-LIVED ASSETS

The Company has adopted SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF. SFAS No. 121
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected future cash flows (undiscounted and
without interest) is less than the carrying amount of the asset, an impairment
loss is recognized. Measurement of that loss would be based on the fair value
of the asset. SFAS 121 also generally requires long-lived assets and certain
identifiable intangibles to be disposed of to be reported at the lower of the
carrying amount or the fair value less cost to sell.

NOTE 2 -- INVENTORIES

Inventories at March 31, 1998 and 1999 and June 30, 1999 consist of the
following:

<TABLE>
<CAPTION>
MARCH 31, 1998 MARCH 31, 1999 JUNE 30, 1999
---------------- ---------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
Nutritional supplements ......... $ -- 16,303 19,163
==== ====== ======
</TABLE>

NOTE 3 -- COMPUTER SOFTWARE

Computer software consists of the following at March 31, 1998 and 1999 and
June 30, 1999:

<TABLE>
<CAPTION>
MARCH 31, 1998 MARCH 31, 1999 JUNE 30, 1999
---------------- ---------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
HealthSeek.com website domain ............. $ -- 35,000 35,000
Nutriceuticals.com website domain ......... -- 15,000 15,000
---- ------ ------
-- 50,000 50,000
Less accumulated amortization ............. -- (2,500) 5,000
---- ------ ------
Net computer software ..................... $ -- 47,500 45,000
==== ====== ======
</TABLE>

Amortization related to computer software approximated $-0- for the year
ended March 31, 1998 and for the period from April 1, 1998 to September 7,
1998 and $2,500 for the period from September 8, 1998 (date of inception)
to March 31, 1999 and the three-months ended June 30, 1999, respectively.

NOTE 4 -- RELATED PARTY TRANSACTIONS

The Company's principal administrative, marketing and customer service
facilities are currently provided without charge by Innovative Health Products,
Inc., a related party.

F-12
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 4 -- RELATED PARTY TRANSACTIONS--(CONTINUED)

Innovative Health Products, Inc. is the Company's principal supplier of
natural products and has common significant shareholder's of the Company.

Amounts due to related party represent amounts due to Innovative Health
Products, Inc. for the purchase of inventory.

NOTE 5 -- NOTE PAYABLE TO RELATED PARTY

Note payable of $50,000 represents amounts due to stockholder at prime
plus 1%. The amount is due on demand, or at December 31, 1999, or upon second
offering of common stock, whichever is sooner.

NOTE 6 -- INCOME TAXES

The Company had no income tax expense for the year ended March 31, 1998 or
for the periods from April 1, 1998 to September 7, 1998, September 8, 1998
(date of inception) to March 31, 1999 and for the three-months ended June 30,
1999.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company had no such
material differences at March 31, 1998 and 1999 and
June 30, 1999.

As of March 31, 1999 and June 30, 1999, the Company has the following net
operating loss carry forwards (NOL) to offset future income.

<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1999 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
Net operating losses, federal ........... $ 41,000 73,000
Net operating losses, state ............. 6,000 10,500
--------- ------
47,000 83,500
Valuation allowance ..................... (47,000) (83,500)
--------- -------
Net operating loss carryforward ......... $ -- --
========= =======
</TABLE>

FASB 109 requires a valuation allowance to reduce the deferred tax assets
reported, if based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. As
such, a $47,000 and $83,500 valuation allowances have been established at March
31, 1999 and June 30, 1999, respectively.

F-13
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 7 -- STOCKHOLDERS' EQUITY

As discussed in Note 1, the merger between NuMed and Nutriceuticals has
been accounted for as a reverse acquisition/ recapitalization and, as a result,
for comparative purposes, the consolidated financial statements, including
equity transactions, have been presented as if the Company were a single entity
for all periods presented.

On March 15, 1999, the Company's shareholders approved a one-for-fifty
reverse stock split of the outstanding shares of NuMed Common Stock. The March
1999 reverse stock split reduced the number of outstanding shares of NuMed
Common Stock, but did not reduce the total number of shares authorized. Prior
to the reverse stock split, approximately 8,775,685 shares of NuMed Common
Stock were issued and outstanding. Following the reverse stock split, 175,514
shares of NuMed common stock remained outstanding and, pursuant to the merger
agreement, shareholders of Nutriceuticals received, in exchange for each issued
and outstanding share of Nutriceuticals Common Stock, one share of NuMed Common
Stock, on a post March 1999 reverse stock split basis. The post March 1999
reverse stock split shares issued and outstanding to the shareholders of the
Nutriceuticals were 2,400,000. Shareholders' equity has been restated to give
retroactive recognition to the March 1999 reverse stock split in prior periods.
Total number of shares of Common Stock issued and outstanding following the
March 1999 reverse stock split was 2,575,514 (prior to the April two-for-one
stock split. See Note 9.

NOTE 8 -- CONSULTING AGREEMENT

On March 31, 1999, the Company acquired HealthSeek, and, as a result of
the acquisition, entered into a consulting agreement with the seller to
maintain and operate the website. The consultant shall devote six hours per
week to provide such services, including implementation of the matters as
described in the agreement. Annual compensation to be paid by the Company as a
result of the agreement is $40,000 per year, payable monthly, with the first
payment due May 1, 1999. The agreement expires on March 31, 2000.

NOTE 9 -- SUBSEQUENT EVENTS

STOCK SPLIT

On April 14, 1999, the Company's Board of Directors authorized a
two-for-one stock split effected in the form of a stock dividend distributed to
shareholders of record on April 26, 1999. As a result of the April 1999 split,
2,675,514 additional shares were issued. All share and per share data appearing
in the consolidated financial statements and notes thereto have been
retroactively adjusted for the April 1999 stock split.

STRATEGIC ALLIANCE

During the second quarter of 1999, the Company entered into a strategic
alliance with IndigoCity.com, Inc. (Indigo City), a Florida corporation. Indigo
City will provide advertising, developmental and technical services on its
website on behalf of the Company. The parties agree to equally share gross
margin revenues as a result of the strategic alliance. The Company will incur
expenses of $150 per month for cross promotional products and services on
Indigo City's website.

F-14
<PAGE>

NUTRICEUTICALS.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1999 AND JUNE 30, 1999 (UNAUDITED)--(CONTINUED)

NOTE 9 -- SUBSEQUENT EVENTS--(CONTINUED)

SECONDARY OFFERING

During fiscal year 2000, the Company intends to complete a secondary stock
offering in which approximately 1,500,000 shares of common stock are expected
to be issued. The proceeds will be used to repay notes payable to stockholders
and affiliates, fund working capital and marketing expenses.

ACQUISITION (UNAUDITED)

In September 1999, the Company entered into an agreement to acquire Becan
Distributors, Inc. for 2,000,000 shares of common stock (post September 1999
one-for-two reverse stock split) and $2,000,000 cash. An additional 1,000,000
shares will be held in escrow in connection with the acquisition to be issued
pending the attainment of certain financial targets for the years ending 2000
and 2001.

PURCHASE OF DOMAIN NAME (UNAUDITED)

In August 1999, the Company intends to purchase its World Wide Web
Internet site domain name for 20,000 (post September 1999 one-for-two reverse
stock split) shares of common stock. The domain name will be amortized over a
fifteen-year period.

NOTES PAYABLE (UNAUDITED)

The Company incurred debt of $190,000 at prime plus 1% due to various
stockholders and affiliates. The notes are due upon demand at any time
following the earlier to occur of either (i) December 31, 1999 or (ii) upon
receipt of proceeds from a public offering of the Company's common stock.

REVERSE STOCK SPLIT (UNAUDITED)

In October 1999, the Company intends to effect a one-for-two reverse stock
split. Total number of shares of Common Stock issued and outstanding following
the September 1999 reverse stock split will be approximately 2,676,707. All
share and per share data appearing in the consolidated financial statements and
notes thereto have been retroactively adjusted for the September 1999 reverse
stock split.

NOTE 10 -- YEAR 2000 ISSUE (UNAUDITED)

The Company does not expect the Year 2000 Issue to have a significant
effect on operations. Management of the Company does not expect major vendors
or customers to be unable to sell to, provide services to, or purchase from the
Company because of the Year 2000 Issue.

F-15
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Becan Distributors, Inc. and Subsidiary
Pittsburgh, Pennsylvania

We have audited the accompanying consolidated balance sheet of Becan
Distributors, Inc. and Subsidiary as of March 31, 1999, and the related
consolidated statement of operations, shareholder's equity, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit. The
financial statements of Becan Distributors, Inc. as of March 31, 1998 were
audited by other auditors whose report dated June 28, 1999, expressed an
unqualified opinion on those statements.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Becan Distributors, Inc. and Subsidiary as of March 31, 1999, and the
consolidated results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

Brimmer, Burek, Keelan & McNally LLP

August 6, 1999
(Except for Note 7, as to which
the date is September 10, 1999)

F-16
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Becan Distributors, Inc.
Pittsburgh, PA

We have audited the accompanying balance sheet of Becan Distributors, Inc.
(an S corporation) as of March 31, 1998, and the related statements of
operations, retained earnings, and cash flows for the twelve months then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Becan Distributors, Inc. as
of March 31, 1998, and the results of its operations and its cash flows for the
twelve months then ended in conformity with generally accepted accounting
principles.

The Company, with consent of its shareholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of the corporation income
taxes, the stockholders of an S corporation are taxed on their proportionate
share of the Company's taxable income. Therefore, no provision or liability for
Federal income taxes has been included in these financial statements.

/s/ SHALEK & ASSOCIATES, CPA'S INC.
- -----------------------------------
Independence, Ohio
June 28, 1999

F-17
<PAGE>

BECAN DISTRIBUTORS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
----------------------------- -----------------------------
1998 1999 1998 1999
------------- ------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current assets
Cash ................................................ $ 208,372 $ 69,010 $ 57,491 $ 32,162
Accounts receivable ................................. 876,505 1,640,823 1,064,623 2,177,920
Inventory ........................................... 445,776 1,178,801 541,093 1,263,434
Prepaid and other current assets .................... -- -- -- 57,672
---------- ---------- ---------- ----------
Total current assets ..................... ......... 1,530,653 2,888,634 1,663,207 3,531,188
Property, plant and equipment -- net ................. 4,616 34,533 9,509 36,122
Other assets -- net .................................. 2,547 24,028 2,547 18,000
---------- ---------- ---------- ----------
Total assets ....................................... $1,537,816 $2,947,195 $1,675,263 $3,585,310
========== ========== ========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Accounts payable .................................... $1,022,121 $1,249,343 $ 938,080 $2,156,539
Accrued expenses .................................... 9,763 20,487 2,005 34,655
Notes payable ....................................... 185,000 -- 4,852 --
Due to affiliates ................................... 200,000 64,980 204,700 18,644
Accrued income tax .................................. -- 21,994 -- --
Line of credit payable .............................. -- 1,448,931 430,000 1,175,711
---------- ---------- ---------- ----------
Total current liabilities .......................... 1,416,884 2,805,735 1,579,637 3,385,549

Shareholder's equity
Common stock, no par; 850 shares
authorized; 642.85 shares issued and
outstanding, 500 shares issued and
outstanding at March 31, 1998 ..................... 50,000 85,000 85,000 85,000
Retained earnings .................................... 70,932 56,460 10,626 114,761
---------- ---------- ---------- ----------
Total shareholder's equity ......................... 120,932 141,460 95,626 199,761
---------- ---------- ---------- ----------
Total liabilities and shareholder's equity ......... $1,537,816 $2,947,195 $1,675,263 $3,585,310
========== ========== ========== ==========
</TABLE>

Please read accompanying notes.

F-18
<PAGE>

BECAN DISTRIBUTORS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE THREE-MONTHS ENDED
MARCH 31, JUNE 30,
----------------------------------- ----------------------------------
1998 1999 1998 1999
---------------- ---------------- --------------- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Sales ........................................ $ 10,389,518 $ 31,074,861 $ 5,809,043 $ 12,196,256
Cost of good sold ............................ 9,985,401 30,199,867 5,613,406 11,913,837
------------ ------------ ----------- ------------
Gross Profit ................................ 404,117 874,994 195,637 282,419
Operating expenses ........................... 299,748 659,158 137,639 175,888
------------ ------------ ----------- ------------
Income from operations ....................... 104,369 215,836 57,998 106,531
Interest expense ............................. 15,631 99,811 9,802 48,230
------------ ------------ ----------- ------------
Net income before income taxes ............... 88,738 116,025 48,196 58,301
Income tax ................................... -- 21,994 -- --
------------ ------------ ----------- ------------
Net income ................................... $ 88,738 $ 94,031 $ 48,196 $ 58,301
============ ============ =========== ============
Net income per share of common stock ......... $ 177.47 $ 157.97 $ 74.97 $ 90.69
============ ============ =========== ============
Weighted-average shares of
common stock outstanding ................... 500.00 595.23 642.85 642.85
============ ============ =========== ============
</TABLE>

Please read accompanying notes.

F-19
<PAGE>

BECAN DISTRIBUTORS, INC. AND SUBSIDIARY

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
-------------------------
NUMBER OF RETAINED
SHARES AMOUNT EARNINGS
----------- ----------- -------------
<S> <C> <C> <C>
Balance at 3/31/98 ..................... 500.00 $ 50,000 $ 70,932
Common stock issued for cash ........... 142.85 35,000 --
Net income ............................. -- -- 48,196
Dividends .............................. -- -- (108,503)
------ -------- ----------
Balance at 6/30/98 (unaudited) ......... 642.85 85,000 10,625
Net income ............................. -- -- 45,835
------ -------- ----------
Balance at 3/31/99 ..................... 642.85 85,000 56,460
Net income ............................. -- -- 58,301
------ -------- ----------
Balance at 6/30/99 (unaudited) ......... 642.85 $ 85,000 $ 114,761
====== ======== ==========
</TABLE>

Please read accompanying notes.

F-20
<PAGE>

BECAN DISTRIBUTORS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE THREE-MONTHS ENDED
MARCH 31, JUNE 30,
1998 1999 1998 1999
------------- --------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................. $ 88,738 $ 94,031 $ 48,196 $ 58,301
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Depreciation expense ................................... 1,004 3,682 357 6,320
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable .................................. (829,726) (764,318) (188,118) (537,097)
Prepaid expenses ..................................... (2,547) (21,481) -- (57,672)
Inventory ............................................ (423,426) (733,025) (95,317) (84,633)
Increase (decrease) in:
Accounts payable ..................................... 900,282 227,222 (84,040) 907,196
Accrued income tax ................................... -- 21,994 -- --
Accrued expenses ..................................... 3,371 10,724 (7,758) (7,826)
---------- ------------- ---------- ----------
Net cash provided (used) by operating activities ........ (262,304) (1,161,171) (326,680) 284,589
---------- ------------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment ................................... (5,620) (33,599) (5,250) (6,512)
Decrease in other assets ................................ -- -- -- 4,631
---------- ------------- ---------- ----------
Net cash provided (used) by investing activities ........ (5,620) (33,599) (5,250) (1,881)
---------- ------------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt .......................... -- -- 4,852 --
Proceeds from affiliate loan ............................ 200,000 64,980 -- --
Proceeds from issuance of common stock .................. 50 35,000 35,000 --
Principal payments on notes payable ..................... -- (200,000) -- --
Dividends paid .......................................... -- (108,503) (108,503) --
Proceeds from line of credit ............................ 93,000 14,697,257 245,000 --
Payments on line of credit .............................. -- (13,433,326) -- (273,220)
Payments of related party obligations ................... -- -- (26,500) (46,336)
Proceeds from issuance of related party obligations ..... -- -- 31,200 --
---------- ------------- ---------- ----------
Net cash provided (used) by financing activities ........ 293,050 1,055,408 181,049 (319,556)
---------- ------------- ---------- ----------
Net increase (decrease) in cash .......................... 25,126 (139,362) (150,881) (36,848)
Cash at beginning of year ................................ 183,246 208,372 208,372 69,010
---------- ------------- ---------- ----------
Cash at end of year ...................................... $ 208,372 $ 69,010 $ 57,491 $ 32,162
========== ============= ========== ==========
</TABLE>

Please read accompanying notes.

F-21
<PAGE>

BECAN DISTRIBUTORS, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE THREE-MONTHS ENDED
MARCH 31, JUNE 30
------------------------- -------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
SUPPLEMENTAL INFORMATION:
Interest paid ........... $ 15,631 $ 99,811 $ 13,797 $ 45,320
======== ======== ======== ========
Taxes paid .............. $ -- $ -- $ -- $ --
======== ======== ======== ========
</TABLE>

Please read accompanying notes.

F-22
<PAGE>

BECAN DISTRIBUTORS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

DESCRIPTION OF BUSINESS

Becan Distributors, Inc. was incorporated January 18, 1997 as an Ohio
corporation. Discount Rx, Inc., a wholly owned subsidiary of Becan
Distributors, Inc. was incorporated August 17, 1998 as a Louisiana corporation.
Becan Distributors, Inc. and Subsidiary (the "Company") is a wholesale
distributor of pharmaceuticals, over the counter drugs, and health and beauty
care products throughout the United States. The Company sells primarily to
independent retail and regional chain owned drug stores.

The Company was privately owned until June 26, 1998 and had elected with
the consent of its shareholders to be taxed as an S corporation. On June 26,
1998, the Company executed an agreement and plan of reorganization with Nu-Wave
Health Products, Inc. ("Nu-Wave") whereby all of the issued and outstanding
capital stock of the Company was exchanged for 1,500,000 shares of Nu-Wave
Health Products, Inc. As a result of the exchange, the Company became a wholly
owned subsidiary of Nu-Wave and changed its year end from December 31 to March
31 so as to coincide with the year end of Nu-Wave.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies used in preparing the
accompanying financial statements follows:

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of Becan Distributors, Inc.
and its wholly owned Subsidiary, Discount Rx, Inc. Significant intercompany
balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates,
however, management does not believe these differences would have a material
effect on the operating results.

CASH AND CASH EQUIVALENTS

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

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.

F-23
<PAGE>

BECAN DISTRIBUTORS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 1 -- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)

ACCOUNTS RECEIVABLE

The Company has not experienced any bad debts from receivables during its
existence and feels that no allowance for uncollectible amounts is required.
Therefore, no provision has been made for bad debts.

INCOME TAXES

The Company was an S corporation until the date of acquisition by Nu-Wave
on June 26, 1998. Therefore, income tax expense reflects the activity from June
27, 1998 through March 31, 1999. The Company has no deferred tax assets or
liabilities at March 31, 1999 and March 31, 1998.

COMPREHENSIVE INCOME

Financial Accounting Standards No. 130 establishes standards for reporting
comprehensive income which is defined as the change in equity of an enterprise
except those resulting from stockholder transactions. All components of
comprehensive income are required to be reported in the income statement. The
Company adopted this Standard effective April 1, 1998. During 1998, the Company
did not engage in any transactions required to be reported under this new
Standard.

EARNINGS PER COMMON SHARE

Earnings per common share has been computed based upon the
weighted-average number of shares outstanding during the period.

PROPERTY, PLANT AND EQUIPMENT

Depreciation is provided for using the straight-line method, in amounts
sufficient to relate the cost of depreciable assets to operations over their
estimated service lives ranging from three to seven years.

IMPAIRMENT OF ASSETS

The Company's policy is to evaluate whether there has been a permanent
impairment in the value of long-lived assets, certain identifiable intangibles
and goodwill when certain events have taken place that indicate that the
remaining balance may not be recoverable. When factors indicate that the
intangible assets should be evaluated for possible impairment, the Company uses
an estimate of related undiscounted future cash flows. There have been no
impairment losses in 1999.

ADVERTISING

The Company charges advertising costs to expense as incurred. The amount
of advertising expense for the years ended March 31, 1999 and March 31, 1998
was $63,175 and $39,422, respectively.

REVENUE RECOGNITION

Revenues are recognized when the merchandise is shipped to the customer.

F-24
<PAGE>

BECAN DISTRIBUTORS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 1 -- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)

PROPERTY LEASES

The Company leases a property in Pittsburgh, Pennsylvania that is being
utilized by Becan for offices, warehousing, and shipping for its distribution
operations, consisting of approximately 4,024 square feet. The offices are
leased pursuant to a four year lease that expires on February 28, 2003. The
Company has an option to continue the lease on a month to month basis or renew
the lease at the end of the four year term. The rental under the lease is
$1,658 per month subject to yearly adjustment for tax expenses.

The Company leases a property in Mandeville, Louisiana that is being
utilized by Discount Rx for offices, warehousing, and shipping for its
distribution operations, consisting of approximately 1,200 square feet. The
offices are leased on a month to month basis. The rental under the lease is
$900 per month. Future minimum lease payments, by year in aggregate under
non-cancelable operating leases consist of the following at March 31, 1999:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
- ------------------------------
<S> <C>
2000 ......... $18,238
2001 ......... 19,896
2002 ......... 19,896
2003 ......... 18,238
</TABLE>

RECLASSIFICATIONS

Certain reclassifications have been made to the financial statements for
the year ended March 31, 1998 to conform to the presentation at March 31, 1999.

NOTE 2 -- RELATED PARTY TRANSACTIONS

The Company buys over the counter drugs and health and beauty care
products for resale from an affiliated corporation. Purchases from the
affiliate for the year ended March 31, 1999 were $154,162.

The Company has a verbal agreement to pay management fees to its parent
company (Dynamic Health Products, Inc., formerly Nu-Wave) for various legal,
accounting and administrative services. The agreement is for a monthly payment
of $15,000 and started October 1, 1998. The agreement is to be reviewed
periodically and adjusted at the discretion of the parent company. The amount
of management fees for the year ended March 31, 1999 was $90,000.

The Company owes approximately $64,980 to affiliated corporations for
management fees and products purchased during the year.

During the current fiscal year, the Company had various borrowing
arrangements with stockholders of the Company. At the beginning of the year the
amount of the indebtedness to stockholders was approximately $200,000. During
the year an additional $75,000 was borrowed from stockholders or entities
controlled by stockholders. The entire stockholder indebtedness was paid off
during the year and all borrowing arrangements with stockholders and related
entities were cancelled. Interest paid to those related parties for the year
was $20,128.

F-25
<PAGE>

BECAN DISTRIBUTORS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 2 -- RELATED PARTY TRANSACTIONS--(CONTINUED)

An officer of the Company had an employment agreement whereby, he was
entitled to purchase additional shares of the company based upon the financial
performance of the Company compared to certain agreed upon projections. Prior
to the date of the reorganization with Nu-Wave in June 1998, the employment
agreement was terminated and the officer purchased an additional 142.85 shares
of common stock for $35,000 in full settlement of the employment agreement and
obligations thereunder. The officer subsequently became the Chief Executive
Officer of the parent company.

The Company completed an agreement and reorganization with Nu-Wave Health
Products, Inc. ("Nu-Wave") on June 26, 1998 whereby all of the issued and
outstanding common stock of the Company was exchanged for 1,500,000 shares of
common stock of Nu-Wave. As a result, the Company became a wholly owned
subsidiary of Nu-Wave and changed its year-end from December 31 to March 31 so
as to coincide with the year-end of Nu-Wave. After the exchange, the former
shareholders of the Company owned approximately 84% of the parent company.

NOTE 3 -- INCOME TAXES

Income taxes for the year ended March 31, 1999 differ from the amounts
computed by applying the effective U.S. federal income tax rates of 15 to 34%
to income before income taxes as a result of the following:

<TABLE>
<S> <C>
Computed tax expense at the statutory rate .............. $ 27,698
Increase (decrease) in taxes resulting from:
State income taxes, net of federal tax benefit ......... 5,440
Effect of permanent differences and portion of income
attributable to S Corporation status ................... (11,144)
---------
Income tax expense ...................................... $ 21,994
=========
</TABLE>

The Company and its parent file a consolidated federal income tax return.
Income tax expense in the Company's income statement has been allocated on the
basis of separate company net income before tax.

The Company has no deferred tax assets or liabilities at March 31, 1999.

NOTE 4 -- LINE OF CREDIT

In November 1998, the Company established a $2.0 million revolving credit
facility scheduled to mature in November 2001. The credit available to the
Company is based on a percentage of eligible accounts receivable and inventory.
The facility imposes no financial covenants. Minimum borrowing under the
agreement is $1,000,000. The agreement places limitations on disposition of
assets and debt funding to transactions within the normal course of business
and restricts the payment of dividends to any shareholder of record and any
class of Common stock during the term of the agreement. All borrowings accrue
interest at prime (7.75% at March 31, 1999) plus 1.25% and are secured by all
assets of the Company. At March 31, 1999, the Company had borrowed $1,448,931
under this facility.

The credit line payable is included with current liabilities instead of
long-term liabilities as management believes that this presentation better
reflects the utility of the current assets as the source of repayment for the
credit line payable.

F-26
<PAGE>

BECAN DISTRIBUTORS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4 -- LINE OF CREDIT--(CONTINUED)

The line of credit is personally guaranteed by Jugal Taneja, the Chairman
of the Board of the parent company.

The Company had a secured $700,000 demand line of credit with Mellon Bank,
N.A., dated March 16, 1998 through February 28, 1999. At March 31, 1998
$185,000 was borrowed against the line of credit. This line of credit is
renewable annually by mutual agreement of the parties.

NOTE 5 -- CONCENTRATIONS OF CREDIT RISK

CASH IN BANK

The Company maintains its checking account in one commercial bank. Cash in
this checking account at times exceeded the $100,000 Federal Deposit Insurance
Corporation's maximum insured balance coverage. At March 31, 1999 the Company's
bank balance in this account was approximately $217,000.

Concentrations of credit risk with respect to sales are limited due to the
distribution of sales over a large customer base as of March 31, 1999. For the
year ended March 31, 1999, one customer represented approximately 11.07% of
revenues derived from distribution.

NOTE 6 -- YEAR 2000 ISSUE

The Year 2000 issue relates to limitations in computer systems and
applications that may prevent proper recognition of the Year 2000. The
potential effect of the Year 2000 issue on the Company will not be fully
determinable until the Year 2000 and thereafter. The Company's software
packages and all of the hardware associated with its operations are Year 2000
compliant. The Company is currently requesting that all suppliers supply
certification statements that comply with the Year 2000 requirements. If the
Year 2000 modifications are not properly completed either by the Company or
entities with which the Company conducts business, the Company's revenues and
financial condition could be adversely impacted.

NOTE 7 -- SUBSEQUENT EVENT

On September 9, 1999, an agreement was signed whereby the Company will be
sold to a related company. The terms of the agreement call for the acquisition
of all the outstanding stock of the Company by the purchasing entity. If the
sale is consummated as planned, the Company would become a wholly owned
subsidiary of the related company. Due to certain contingencies, it is not
possible to determine when the sale will be consummated.

F-27
<PAGE>

NUTRICEUTICALS.COM CORPORATION

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited Pro Forma Consolidated Balance Sheet at June 30, 1999 gives
effect to this offering and the application of the net proceeds to the Company
therefrom, as if they had occurred on April 1, 1999. The unaudited Pro Forma
Consolidated Statements of Operations for the year ended March 31, 1999 gives
effect to the following acquisitions as if each had occurred on April 1, 1998:
the acquisitions of Becan and HealthSeek.com, the purchase of the World Wide
Web Internet site domain name "www.nutriceuticals.com," and the application of
the net proceeds of this offering. The unaudited Pro Forma Consolidated
Statement of Operations for the three-months ended June 30, 1999 gives effect
to the following acquisitions as if each had occurred on April 1, 1999: the
acquisition of Becan, the purchase of the World Wide Web Internet site domain
name "www.nutriceuticals.com," and the application of the net proceeds of this
offering. The Pro Forma Financial Statements also give effect to a one-for-two
reverse stock split effected in September 1999. All share and per share data
have been adjusted for the September 1999 reverse stock split.

The unaudited Pro Forma Consolidated Financial Statements are based on (i)
Nutriceutical's audited Consolidated Statement of Operations for the year ended
March 31, 1999, unaudited Consolidated Statement of Operations for the
three-months ended June 30, 1999 and unaudited Consolidated Balance Sheet at
June 30, 1999 and (ii) Becan's audited Statements of Operations for the year
ended March 31, 1999, unaudited Consolidated Statements of Operations for the
three-months ended June 30, 1999 and unaudited Consolidated Balance Sheet at
June 30, 1999.

The acquisitions were accounted for under the purchase method of
accounting. The total purchase price for the acquisition was allocated to
tangible and identifiable intangible assets and liabilities based on
management's estimate of their fair values with the excess of cost over net
assets acquired allocated to goodwill.

The unaudited Pro Forma Condensed Consolidated Financial Statements do not
purport to be indicative of the combined results of operations that actually
would have occurred if the transactions described above had been effected at
the dates indicated or to project future results of operations for any period.
The unaudited Pro Forma Condensed Consolidated Financial Statements should be
read in conjunction with Nutriceutical's Consolidated Financial Statements and
Becan's Consolidated Financial Statements and respective related notes thereto
included elsewhere in this Prospectus.

F-28
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1999

<TABLE>
<CAPTION>
(NUTRICEUTICALS) (BECAN) PRO FORMA
JUNE 30, 1999 JUNE 30, 1999 ADJUSTMENTS JUNE 30, 1999
------------------ --------------- -------------------- --------------
<S> <C> <C> <C> <C>
Cash ...................................... 14,599 32,162 140,000 (1) 9,776,761
9,590,000 (5)
Accounts receivable, net .................. 19,038 2,177,920 2,196,958
Inventory, net ............................ 19,163 1,263,434 1,282,597
Other current assets ...................... 30,570 57,672 88,242
------ --------- ---------
Total current assets .................... 83,370 3,531,188 9,730,000 13,344,558
Property, plant and equipment net ......... 45,000 36,122 81,122
Deposits .................................. 200 -- 200
Other assets .............................. -- 1,623 1,623
Intangible assets, net .................... -- 16,377 40,000 (2) 56,377
Goodwill .................................. -- -- 7,800,239 (3) 7,800,239
------ --------- --------- ----------
Total assets ............................ 128,570 3,585,310 7,840,239 21,284,119
======= ========= ========= ==========
Accounts payable and
accrued expenses ......................... 123,092 2,191,194 2,314,286
Line of credit ............................ -- 1,175,711 1,175,711
Loans payable to related
party and affiliates ..................... 50,000 18,644 140,000 (1) 18,644
(190,000)(5)
Total current liabilities ............... 173,092 3,385,549 (50,000) 3,508,641
------- --------- --------- ----------
Stockholder's equity (deficit) ............ (44,522) 199,761 7,800,239 (4) 17,775,478
40,000 (4)
9,780,000 (5)
Total liabilities and
stockholders' equity .................. 128,570 3,585,310 7,840,239 21,284,119
======= ========= ========= ==========
</TABLE>

- ----------------
(1) Notes payable due to various stockholders and affiliates at prime plus 1%
due upon demand.

(2) Purchase of World Wide Web Internet site domain name
"www.nutriceuticals.com" for common stock.

(3) Recognition of goodwill for the acquisition of Becan for the amount by
which the purchase price ($8,000,000) exceeded the fair market value of
the net assets acquired.

(4) Increase in stockholders' equity of approximately $7,840,239, which
represents the estimated goodwill of $7,800,239 resulting from the
acquisition of Becan and the elimination of stockholders' equity of Becan,
as if the acquisition and the purchase of the World Wide Web Internet site
domain name had occurred at the beginning of the period.

(5) Offering proceeds of 1,500,000 shares at $9.00 per share, less offering
cost and expenses, underwriter's discounts, repayment of notes to
shareholders and affiliates, and $2,000,000 cash paid for acquisition of
Becan.

F-29
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
THREE-MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
(NUTRICEUTICALS) (BECAN)
JUNE 30, 1999 JUNE 30, 1999
------------------ ---------------
<S> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:

Net Revenues ..................................... $ 33,899 $12,196,256
---------- -----------
Gross Profit ..................................... 19,113 282,419
Selling, general and administrative expenses ..... 101,308 175,888
-- --
-- --
Goodwill amortization .......................... -- --
---------- -----------
Total Operating Expenses ......................... 101,308 175,888
---------- -----------
Income (Loss) from continuing operations ......... (82,195) 106,531
Other income and expenses, net ................... -- (3,477)
Interest expense ................................. (589) (45,320)
Interest income .................................. 335 567
---------- -----------
Income Tax Expense ............................... -- --
---------- -----------
Net Income (loss) ................................ $ (82,449) 58,301
========== ===========
Basic and diluted net loss per share ............. $ (0.06)
Weighted average common shares
outstanding ......................................

<CAPTION>
PROFORMA PRO FORMA
ADJUSTMENTS JUNE 30, 1999
------------------ -----------------
<S> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:

Net Revenues ..................................... $ 12,230,155
--------------
Gross Profit ..................................... 301,532
Selling, general and administrative expenses ..... 277,196
667 (1) 667
(45,000)(2) (45,000)
Goodwill amortization .......................... 130,004 (3) 130,004
--------- --------------
Total Operating Expenses ......................... 85,671 362,867
--------- --------------
Income (Loss) from continuing operations ......... (61,335)
Other income and expenses, net ................... (3,477)
Interest expense ................................. 1,913 (4) (43,996)
Interest income .................................. 902
--------------
Income Tax Expense ............................... --
--------------
Net Income (loss) ................................ (107,906)
==============
Basic and diluted net loss per share ............. (0.03) (5)(6)
==============
Weighted average common shares
outstanding ...................................... 3,392,729 (5)(6)
</TABLE>

- ----------------
(1) Amortization of $40,000 World Wide Web Internet site domain name over 15
years.
(2) Management fees paid to parent company for various legal, accounting and
administrative services.
(3) Amortization of goodwill over a 15 year life for the acquisition of Becan
for the amount by which the purchase price exceeded the fair market value
of the net assets acquired.
(4) Interest expense related to notes payable due to various stockholders and
affiliates.
(5) The Company effected a one-for-two reverse stock split of its common stock
in September 1999. All share and per share data have been adjusted for the
reverse stock split.
(6) Assumes all shares outstanding as of June 30,1999 (including shares issued
for acquisition of Becan and World Wide Web Internet site domain name
"Nutriceuticals.com") have been outstanding throughout the period.

F-30
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
(NUTRICEUTICALS) (BECAN)
JUNE 30, 1999 JUNE 30, 1999
------------------ ---------------
<S> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net Revenues ............................... $ 37,118 $31,074,861
---------- -----------
Gross Profit .............................. 22,622 874,994
Operating Expenses:
Selling, general and
administrative expenses .................. 132,793 758,969
Goodwill amortization .................... -- --
---------- -----------
Total Operating Expenses ................... 132,793 758,969
---------- -----------
Income (Loss) from continuing
operations ................................. (110,171) 116,025
---------- -----------
Interest income ............................ 1,761 --
---------- -----------
Income Tax Expense ......................... -- (21,994)
---------- -----------
Net Income (loss) .......................... $ (108,410) $ 94,031
---------- -----------
Basic and diluted net loss per share ....... $ (0.08) $
========== ===========
Weighted average common shares
outstanding ................................

<CAPTION>
(HEALTHSEEK) PRO FORMA PRO FORMA
DECEMBER 31, 1999 ADJUSTMENTS JUNE 30, 1999
------------------- ------------- ---------------
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net Revenues ............................... $ -- $ -- $ 31,111,979
------ ------------ --------------
Gross Profit .............................. -- -- 897,616
Operating Expenses:
Selling, general and
administrative expenses .................. 245 11,667 (2) 903,674
40,000 (3) 40,000
250,000 (4) 250,000
2,667 (5) 2,667
11,900 (6) 11,900
(90,000)(7) (90,000)
Goodwill amortization .................... -- 520,016 (8) 520,016
------ ------------ --------------
Total Operating Expenses ................... 245 746,250 1,638,257
------ ------------ --------------
Income (Loss) from continuing
operations ................................. (245) -- (740,641)
------ ------------ --------------
Interest income ............................ -- -- 1,761
------ ------------ --------------
Income Tax Expense ......................... -- 21,994 (9) --
------ ------------ --------------
Net Income (loss) .......................... $ (245) $ -- $ (738,880)
------ ------------ --------------
Basic and diluted net loss per share ....... $ $ -- $ (0.22)(10)(11)
====== ============ ==============
Weighted average common shares
outstanding ................................ $ 3,392,729(10)(11)
</TABLE>

- ----------------
(1) Includes predecessor from April 1, 1998 to September 7,1998 (prior to
merger) and Nutriceuticals from September 8, 1998 (inception) to March 31,
1999. See Consolidated Financial Statements and Notes thereto included
elsewhere herein.

(2) Amount of Website domain of $35,000 amortized over 3 years.

(3) Annual compensation for Website maintenance per consulting agreement.

(4) Employment and consulting agreements for President ($150,000) and director
($100,000), respectively.

(5) Amortization of $40,000 World Wide Web Internet site domain name over 15
years.

(6) Interest expense related to notes payable due to various stockholders and
affiliates.

(7) Management fees paid to parent company for various legal, accounting and
administrative services.

(8) Amortization of goodwill over a 15 year life for the acquisition of Becan
for the amount by which the purchase price exceeded the fair market value
of the net assets acquired.

(9) To adjust income tax expense on a consolidated basis.

(10) The Company effected a one-for-two reverse split of its common stock in
September 1999. All share and per share data have been adjusted for the
reverse stock split.

(11) Assumes all shares outstanding as of March 31,1999 (including shares
issued for acquisition of Becan, HealthSeek, and World Wide Web Internet
site domain name "Nutriceuticals.com") have been outstanding throughout
the period.

F-31
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,500,000 SHARES

COMMON STOCK

NUTRICEUTICALS.COM CORPORATION

----------------
PROSPECTUS
----------------

KASHNER DAVIDSON SECURITIES CORPORATION

THE DATE OF THIS PROSPECTUS IS
NOVEMBER , 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.7502 of the Nevada Revised Statutes permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond the indemnification specifically provided by the current law.

Article XI of our Bylaws provides for the indemnification of officers,
directors and third parties acting on our behalf if such person acted in good
faith and in a manner reasonably believed to be in, and not opposed to, our
best interest and, with respect to any criminal action or proceeding, the
indemnified party had no reason to believe his or her conduct was unlawful.

In addition to providing for indemnification in our Bylaws, the Company
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
any liability asserted against such person and incurred by such person in any
such capacity or arising out of his or her status as such. Further, we may
enter into indemnification agreements with our directors and executive officers
in the future.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee.

<TABLE>
<S> <C>
DESCRIPTION AMOUNT
----------- ------
Securities and Exchange Commission filing fee .......... $ 5,297
NASD filing fee ........................................ $ 2,405
Nasdaq listing fee ..................................... $ 10,000
Blue Sky filing fees and expenses ...................... $ 42,500
Legal fees and expenses ................................ $ 75,000
Underwriter's expenses ................................. $ 75,000
Accounting fees and expenses ........................... $ 20,000
Printing, postage, and mailing expenses ................ $ 100,000
Stock transfer agent fees and certificates ............. $ 5,000
Miscellaneous .......................................... $ 34,798
---------
Total ................................................ $ 370,000
=========
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued unregistered securities to a
limited number of persons as described below. The following information
regarding our shares of common stock has been adjusted to give effect to (i)
the one-for-fifty reverse stock split of our common stock effected in March
1999, and (ii) the two-for-one stock split in the form of a stock dividend
effected in April 1999 and a one-for-two reverse split of our common stock
effective in August 1999.

(1) On March 15, 1999, we issued an aggregate of 2,400,000 shares of
common stock to 14 investors in connection with the merger of
Nutriceuticals.com Corporation, a Florida corporation, with and into the
Company; and

(2) On March 31, 1999, we issued 100,000 shares of common stock, to one
(1) investor in connection with the acquisition of HealthSeek.com Corporation,
a Massachusetts corporation.

II-1
<PAGE>

(3) On August 16, 1999, we issued 20,000 shares of common stock to CJF
Health Services, Inc. a wholly-owned subsidiary of Lyntren Communications,
Inc., a Washington corporation, in exchange for all right, title and interest
in the World Wide Web Internet site ("Website") domain name
"Nutriceuticals.com," and any and all assets related to the operations of a
Website under that domain name.

None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions or any public offering, and we believe that each
transaction was exempt from the registration requirements of the Securities Act
by virtue of Section 4(2) thereof, Regulation D promulgated thereunder. The
recipients in such transactions represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were affixed to the
share certificates and instruments issued in such transactions. All recipients
had adequate access, through their relationships with us, to information about
us.

ITEM 27. EXHIBITS.

The Exhibit Index attached hereto is hereby incorporated to this Item by
reference thereto.

ITEM 28. UNDERTAKINGS.

We hereby undertake to:

(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-2
<PAGE>

We further undertake that:

(5) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in relaince upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(6) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
city of Largo, state of Florida, on November 12, 1999.

NUTRICEUTICALS.COM CORPORATION

By /s/ STEPHEN M. WATTERS
--------------------------------
Stephen M. Watters
President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Stephen
M. Watters his attorney-in-fact, with the power of substitution, for him in any
and all capacities, to sign any amendments to this registration statement, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute or substitutes may
do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ ------------------------------------- ------------------
<S> <C> <C>
/s/ STEPHEN M. WATTERS Chief Executive Officer, November 12, 1999
- ------------------------------ Chief Financial Officer and Director
Stephen M. Watters

Director November , 1999
- ------------------------------
Howard Howell

/s/ JEFFREY PETERSON Director November 12, 1999
- ------------------------------
Jeffrey Peterson

Director November , 1999
- ------------------------------
M. Lisa Shasteen

/s/ JUGAL K. TANEJA Director November 2, 1999
- ------------------------------
Jugal K. Taneja
</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------ -------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement*
1.2 Form of Underwriter's Warrant *
3.1 Articles of Incorporation, as amended *
3.2(a) Bylaws of Registrant*
3.2(b) Amended and Restated Bylaws of the Registrant */dagger/
4.1 Specimen of Certificate for Common Stock*
4.2 Nutriceuticals.com Corporation 1999 Incentive and Non-Statutory Stock Option Plan*
5.1 Opinion of Schifino & Fleischer, P.A., re: Legality of securities being registered/dagger/
5.2 Opinion of Jones Varga, re: Legality of securities being registered/dagger/
10.1 Employment Agreement by and between the Registrant and Stephen M. Watters, dated
as of April 1, 1999 *
10.2(a) Employment Agreement by and between the Registrant and Jugal K. Taneja, dated as of
April 1, 1999 *
10.2(b) Consulting Agreement by and between the Registrant and Jugal K. Taneja, dated as of
August 16, 1999/dagger/
10.3 Consulting Agreement and Agreement Regarding Ownership of Computer Software
between HealthSeek.com Corp. and Eric Egnet, dated as of March 31, 1999 *
10.4 Strategic Alliance Agreement by and between IndigoCity.com, Inc. and the Registrant,
dated as of April 13, 1999 *
10.5 Agreement and Plan of Merger by and between NuMED Surgical, Inc. and
Nutriceuticals.com Corporation, dated as of January 15, 1999 *
10.6 Agreement and Plan of Reorganization between the Registrant and Eric Egnet, dated
March 31, 1999 *
10.7 Agreement and Plan of Reorganization by and between Nutriceuticals.com Corporation,
Dynamic Health Products, Inc. and Becan Distributors, Inc. dated September 9, 1999 *
10.8 Form of Escrow Agreement between the Registrant and Dynamic Health Products /dagger/
21 Subsidiaries of the Registrant *
23.1(a) Consent of Kirkland, Russ, Murphy & Tapp, Independent Auditors /dagger/
23.1(b) Consent of Brimmer, Burek, Keelan & McNally LLP, Independent Auditors /dagger/
23.1(c) Consent of Shalek & Associates, CPA's Inc., Independent Auditors /dagger/
23.2(a) Consent of Schifino & Fleischer, P.A. (included in Exhibit 5.1) /dagger/
23.2(b) Consent of Jones Vargas (included in Exhibit 5.2) /dagger/
24 Power of Attorney (reference is made to the signature page) *
27 Financial Data Schedule**
</TABLE>

- ----------------
/dagger/ Filed herewith.

* Previously filed.
** Contained in electronically filed version only.

II-5

EXHIBIT 3.2(b)

AMENDED AND RESTATED BYLAWS
OF
NUTRICEUTICALS.COM CORPORATION

ARTICLE I
STOCKHOLDERS

SECTION 1.01 ANNUAL MEETING. An annual meeting of the stockholders of the
corporation shall be held in July of each year on the date and at the time and
place as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors of
the corporation to serve during the ensuing year and for the transaction of such
other business as may properly come before the meeting. If the election of the
directors is not held on the day designated herein for any annual meeting of the
stockholders, or at any adjournment thereof, the president shall cause the
election to be held at a special meeting of the stockholders as soon thereafter
as is convenient.

SECTION 1.02 SPECIAL MEETINGS.

(a) Special meetings of the stockholders may be called by the
president or the Board of Directors and shall be called by the president at the
written request of the holders of not less than one-third of the voting power of
all the outstanding shares of the corporation entitled to vote at the meeting.

(b) No business shall be acted upon at a special meeting except as set
forth in the notice calling the meeting, unless one of the conditions for the
holding of a meeting without notice set forth in Section 1.05 shall be
satisfied, in which case any business may be transacted and the meeting shall be
valid for all purposes.

SECTION 1.03 PLACE OF MEETINGS. Any meeting of the stockholders of the
corporation may be held at such place in or out of the United States as the
Board of Directors may designate. A waiver of notice signed by stockholders
entitled to vote may designate any place for the holding of such meeting.

SECTION 1.04 NOTICE OF MEETINGS.

(a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
cause to be delivered written notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting. The notice shall
state the place, date and time of the meeting and the purpose or purposes for
which the meeting is called.

1
<PAGE>

(b) In the case of an annual meeting, any proper business may be
presented for action, except that action on any of the following items shall be
taken only if the general nature of the proposal is stated in the notice:

(1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or officers or between the
corporation and any corporation, firm or association in which one or more of the
corporation's directors or officers is a director or officer or is financially
interested;

(2) Adoption of amendments to the Articles of Incorporation; or

(3) Action with respect to a merger, share exchange,
reorganization, partial or complete liquidation, or dissolution of the
corporation.

(c) A copy of the notice shall be personally delivered or mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, and the notice shall be
deemed delivered the date the same is deposited in the United States mail for
transmission to such stockholder. If the address of any stockholder does not
appear upon the records of the corporation, it will be sufficient to address any
notice to such stockholder at the registered office of the corporation.

(d) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy thereof
attached, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.

(e) Any stockholder may waive notice of any meeting by a signed
writing, either before or after the meeting.

SECTION 1.05 MEETING WITHOUT NOTICE.

(a) Whenever all persons entitled to vote at any meeting consent,
either by:

(1) A writing on the records of the meeting or filed with the
secretary; or

(2) Presence at such meeting and oral consent entered on the
minutes; or

(3) Taking part in the deliberations at such meeting without
objection; the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed.

(b) At such meeting any business may be transacted that is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.

2
<PAGE>

(c) If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.

(d) Such consent or approval may be by proxy or attorney, but all such
proxies and powers of attorney must be in writing.

SECTION 1.06 DETERMINATION OF STOCKHOLDERS OF RECORD.

(a) For the purpose of determining the stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any distribution or the allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion, or exchange of
stock or for the purpose of any other lawful action, the directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action.

(b) If no record date is fixed, the record date for determining
stockholders: (i) entitled to notice of and to vote at a meeting of stockholders
shall be at the close of business on the business day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held; (ii) entitled
to express consent to corporate action in writing without a meeting shall be the
day on which the first written consent is signed; and (iii) for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 1.07 QUORUM; ADJOURNED MEETINGS.

(a) Unless the Articles of Incorporation provide for a different
proportion, stockholders holding at least a majority of the voting power of the
corporation's stock, represented in person or by proxy, are necessary to
constitute a quorum for the transaction of business at any meeting. If, on any
issue, voting by classes is required by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws, at least a majority of the voting
power within each such class is necessary to constitute a quorum of each such
class.

(b) If a quorum is not represented, a majority of the voting power so
represented may adjourn the meeting from time to time until holders of the
voting power required to constitute a quorum shall be represented. At any such
adjourned meeting at which a quorum shall be represented, any business may be
transacted which might have been transacted as originally called. When a
stockholders' meeting is adjourned to another time or place hereunder, notice
need not be

3
<PAGE>

given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. The stockholders present at a
duly convened meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum of the voting power.

SECTION 1.08 VOTING.

(a) Unless otherwise provided in the Articles of Incorporation, or in
the resolution providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's
duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for
each share of voting stock standing registered in such stockholder's name on the
record date.

(b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (including
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, or by a guardian, conservator, custodian or trustee, votes
may be cast by such holder upon proof of capacity, even though the shares do not
stand in the name of such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even though the
shares do not stand in the name of the receiver; provided, that the order of the
court of competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in the name of a
minor, votes may be cast only by the duly appointed guardian of the estate of
such minor if such guardian has provided the corporation with written proof of
such appointment.

(c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the Board of Directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the chairman of the Board of
Directors, president or any vice-president of such corporation and (ii) in the
case of a partnership, limited liability company or other legal entity, by an
individual representing such stockholder upon presentation to the corporation of
satisfactory evidence of his authority to do so.

(d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.

4
<PAGE>

(e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.

(f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:

(1) If only one person votes, the vote of such person binds all.

(2) If more than one person casts votes, the act of the majority
so voting binds all.

(3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast
proportionately, as split.

(g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, the affirmative vote of holders of at least
a majority of the voting power represented at the meeting and entitled to vote
on any matter shall be the act of the stockholders, unless voting by classes is
required for any action of the stockholders by the laws of the State of Nevada,
the Articles of Incorporation or these Bylaws, in which case the affirmative
vote of holders of a least a majority of the voting power of each such class
shall be required.

SECTION 1.09 PROXIES. At any meeting of stockholders, any holder of shares
entitled to vote may designate, in a manner permitted by the laws of the State
of Nevada, another person or persons to act as a proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its creation,
unless it is coupled with an interest, or unless the stockholder specifies the
length of time fort which it is to continue in force, which may not exceed seven
(7) years from the date of its creation. Every proxy shall continue in full
force and effect until its expiration or revocation in a manner permitted by the
laws of the State of Nevada.

SECTION 1.10 ORDER OF BUSINESS. At the annual stockholders meeting, the
regular order of business shall be as follows:

1. Determination of stockholders present and existence of quorum,
in person or by proxy;

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2. Reading and approval of the minutes of the previous meeting or
meetings;

3. Reports of the Board of Directors, and, if any, of the president,
treasurer and secretary of the corporation;

4. Reports of committees;

5. Election of directors;

6. Unfinished business;

7. New business;

8. Adjournment.

SECTION 1.11 ABSENTEES' CONSENT TO MEETINGS. Transactions of any meeting of
the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote,
not represented in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
or consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents, and approvals shall be filed with the corporate
records and made a part of the minutes of the meeting. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person objects at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of
notice or consent, except as otherwise provided in Section 1.04(a) and (b) of
these Bylaws.

SECTION 1.12 ACTION WITHOUT MEETING. Except as otherwise provided in these
Bylaws, any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if a written consent thereto is
signed by the holders of the voting power of the corporation that would be
required at a meeting to constitute the act of the stockholders. Whenever action
is taken by written consent, a meeting of stockholders need not be called or
notice given. The written consent may be signed in counterparts and must be
filed with the minutes of the proceedings of the stockholders.

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ARTICLE II
DIRECTORS

SECTION 2.01 NUMBER, TENURE, AND QUALIFICATIONS. The Board of Directors of
the corporation shall consist of at least three (3) and not more than nine (9)
individuals. Directors shall be elected at the annual meeting of the
stockholders of the corporation and who shall hold office for one (1) year or
until his or her successor or successors are elected and qualify. A director
need not be a stockholder of the corporation or a resident of the State of
Nevada.

SECTION 2.02 CHANGE IN NUMBER. Subject to any limitations in the laws of
the State of Nevada, the Articles of Incorporation or these Bylaws, the number
of directors may be changed from time to time by resolution adopted by the Board
of Directors or the stockholders.

SECTION 2.03 REDUCTION IN NUMBER. No reduction of the number of directors
shall have the effect of removing any director prior to the expiration of his
term of office.

SECTION 2.04 RESIGNATION. Any director may resign effective upon giving
written notice to the chairman of the Board of Directors, the president, the
secretary, or in the absence of all of them, any other officer, unless the
notice specifies a later time for effectiveness of such resignation.

SECTION 2.05 REMOVAL. Any director may be removed from office with or
without cause by the vote or written consent of stockholders representing not
less than two-thirds of the voting power of the issued and outstanding stock
entitled to vote.

SECTION 2.06 VACANCIES.

(a) Unless otherwise provided in the Articles of Incorporation, all
vacancies, including those caused by an increase in the number of directors, may
be filled by a majority of the remaining directors, though less than a quorum
unless it is otherwise provided in the Articles of Incorporation unless, in the
case of removal of a director, the stockholders by a majority of voting power
shall have appointed a successor to the removed director. Subject to the
provisions of Subsection (b) below, (i) in the case of the replacement of a
director, the appointed director shall hold office during the remainder of the
term of office of the replaced director, and (ii) in the case of an increase in
the number of directors, the appointed director shall hold office until the next
meeting of stockholders at which directors are elected.

(b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders constitute
less than a majority of the directors then in office, any holder or holders of
an aggregate of at least fifteen percent (15%) of the total voting power
entitled to vote may call a special meeting of the stockholders to elect the
entire Board of Directors. The term of office of any director shall terminate
upon such election of a successor.

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SECTION 2.07 ANNUAL AND REGULAR MEETINGS. Immediately following the
adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected other than pursuant to Section
2.06 of this Article, the Board of Directors, including newly elected directors,
shall hold its annual meeting without notice, other than this provision, to
elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date,
and hour for holding regular meetings between annual meetings.

SECTION 2.08 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the chairman, or if there is no chairman, by the president or
secretary, and shall be called by the chairman, the president or the secretary
upon the request of any two (2) directors. If the chairman refuses or, if there
is no chairman, if both the president and secretary refuse or neglect to call
such special meeting, a special meeting may be called by notice signed by any
two (2) directors.

SECTION 2.09 PLACE OF MEETINGS. Any regular or special meeting of the
directors of the corporation may be held at such place as the Board of Directors
may designate or, in the absence of such designation, at the place designated in
the notice calling the meeting. A waiver of notice signed by directors may
designate any place for the holding of such meeting.

SECTION 2.10 NOTICE OF MEETINGS. Except as otherwise provided in Section
2.07, there shall be delivered to all directors, at least forty-eight (48) hours
before the time of a meeting, a copy of a written notice of the meeting, by
delivery of such notice personally, by mailing such notice postage prepaid, or
by telegram. Such notice shall be addressed in the manner provided for notice to
stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail, postage prepaid. Any director may waive notice of any meeting, and
the attendance of a director at a meeting and oral consent entered on the
Minutes of the meeting or taking part in deliberations of the meeting without
objection shall constitute a waiver of notice of such meeting. Attendance for
the express purpose of objecting to the transaction of business thereat because
the meeting is not properly called or convened shall not constitute presence nor
a waiver of notice for purposes hereof.

SECTION 2.11 QUORUM; ADJOURNED MEETINGS.

(a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

SECTION 2.12 BOARD OF DIRECTORS' DECISIONS. The affirmative vote of a
majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.

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SECTION 2.13 TELEPHONIC MEETINGS. Members of the Board of Directors or of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or committee by means of a telephone conference or
similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
2.13 constitutes presence in person at the meeting.

SECTION 2.14 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent may be signed in counterparts and must be filed
with the minutes of the proceedings of the Board of Directors or committee.

SECTION 2.15 POWERS AND DUTIES.

(a) Except as otherwise restricted by Nevada law or the Articles of
Incorporation, the Board of Directors has full control over the affairs of the
corporation. The Board of Directors may delegate any of its authority to manage,
control or conduct the business of the corporation to any standing or special
committee, or to any officer or agent, and to appoint any persons to be agents
of the corporation, each with such powers, including the power to subdelegate,
and upon such terms as may be deemed fit.

(b) The Board of Directors may present at annual meetings of the
stockholders, and when called for by a majority vote of the stockholders at an
annual meeting or a special meeting of the stockholders shall present, a full
and clear report of the condition of the corporation to the stockholders.

(c) The Board of Directors, in its discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present.

SECTION 2.16 COMPENSATION. The directors and members of committees shall be
allowed and paid all necessary expenses incurred in attending any meetings of
the Board of Directors or committees. Subject to any limitations contained in
the laws of the State of Nevada, the Articles of Incorporation or any contract
or agreement to which the corporation is a party, directors may receive
compensation for their services as directors as determined by the Board of
Directors.

SECTION 2.17 BOARD OF DIRECTORS' OFFICERS.

(a) At its annual meeting, the Board of Directors may elect, from
among its members, a chairman who shall preside at meetings of the Board of
Directors and may preside at meetings of the stockholders. In the absence of
such election, the president shall serve as chairman of the Board of Directors.
The Board of Directors may also elect such other officers of the Board of
Directors and for such term as it may from time to time deem advisable.

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(b) Any vacancy in any office of the Board of Directors because of
death, resignation, removal or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.

SECTION 2.18 ORDER OF BUSINESS. The order of business at any meeting of the
Board of Directors shall be as follows:

1. Determination of members present and existence of quorum;

2. Reading and approval of the minutes of any previous meeting or
meetings;

3. Reports of officers and committeemen;

4. Election of officers (annual meeting);

5. Unfinished business;

6. New business;

7. Adjournment.

ARTICLE III
OFFICERS

SECTION 3.01 ELECTION. The Board of Directors, at its annual meeting, shall
elect a president, a secretary and a treasurer to hold office for a term of one
(1) year or until their successors are chosen and qualify. Any individual may
hold two or more offices. The Board of Directors may, from time to time, by
resolution, elect one or more vice-presidents, assistant secretaries and
assistant treasurers and appoint agents of the corporation, prescribe their
duties and fix their compensation.

SECTION 3.02 REMOVAL; RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the corporation and such officer
or agent.

SECTION 3.03 VACANCIES. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

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SECTION 3.04 PRESIDENT.

(a) Unless otherwise directed by the Board of Directors, the president
shall be the chief executive officer of the corporation, subject to the
supervision and control of the Board of Directors, and shall direct the
corporate affairs, with full power to execute all resolutions and orders of the
Board of Directors not expressly delegated to some other officer or agent of the
corporation and shall perform such other duties as prescribed by the Board of
Directors. If the Board of Directors shall, pursuant to Section 2.17, elect
someone other than the president as chairman of the Board of Directors and such
chairman elects not to preside or is absent, the president shall preside at
meetings of the stockholders and of the Board of Directors.

(b) The president shall have full power and authority on behalf of the
corporation to attend and to act and to vote, or designate such other officer or
agent of the corporation to attend and to act and to vote, at any meetings of
the stockholders of any corporation in which the corporation may hold stock and,
at any such meetings, shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of Directors, by
resolution from time to time, may confer like powers on any person or persons in
place of the president to exercise such powers for these purposes.

SECTION 3.05 VICE-PRESIDENTS. The Board of Directors may elect one or more
vice-presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act and
such other duties as shall be prescribed by the Board of Directors or the
president.

SECTION 3.06 SECRETARY. The secretary shall keep, or cause to be kept, the
minutes of proceedings of the stockholders and the Board of Directors in books
provided for that purpose. The secretary shall attend to the giving and service
of all notices of the corporation, may sign with the president in the name of
the corporation all contracts in which the corporation is authorized to enter,
shall have the custody or designate control of the corporate seal, shall affix
the corporate seal to all certificates of stock duly issued by the corporation,
shall have charge or designate control of stock certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the secretary.

SECTION 3.07 ASSISTANT SECRETARIES. The Board of Directors may appoint one
or more assistant secretaries who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the secretary.

SECTION 3.08 TREASURER. The treasurer shall be the chief financial officer
of the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the

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corporation. Unless otherwise specified by the Board of Directors, the treasurer
may sign with the president all bills of exchange and promissory notes of the
corporation, shall also have the care and custody of the stocks, bonds,
certificates, vouchers, evidence of debts, securities, and such other property
belonging to the corporation as the Board of Directors shall designate, and
shall sign all papers required by law, by these Bylaws, or by the Board of
Directors to be signed by the treasurer. The treasurer shall enter, or cause to
be entered, regularly in the financial records of the corporation, to be kept
for that purpose, full and accurate accounts of all monies received and paid on
account of the corporation and, whenever required by the Board of Directors, the
treasurer shall render a statement of any or all accounts. The treasurer shall
at all reasonable times exhibit the books of account to any director of the
corporation and shall perform all acts incident to the position of treasurer
subject to the control of the Board of Directors.

The treasurer shall, if required by the Board of Directors, give bond to
the corporation in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties of treasurer
and for restoration to the corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property in the treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

SECTION 3.09 ASSISTANT TREASURERS. The Board of Directors may appoint one
or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
corporation, in the event of the assistant treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

ARTICLE IV
CAPITAL STOCK

SECTION 4.01 ISSUANCE. Shares of the corporation's authorized stock shall,
subject to any provisions or limitations Nevada law, the Articles of
Incorporation or any contracts or agreements to which the corporation may be a
party, be issued, or otherwise reserved, in such manner, at such times, upon
such conditions and for such consideration as shall be prescribed by the Board
of Directors.

SECTION 4.02 CERTIFICATES. Ownership in the corporation shall be evidenced
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
manually signed by the president or a vice-president and also by the secretary,
an assistant secretary, the treasurer, or an assistant treasurer; provided,
however, whenever any certificate is countersigned or otherwise authenticated by
a transfer agent or transfer clerk, and by a registrar, then a facsimile of the
signatures of said officers, the transfer agent or

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transfer clerk or the registrar of the corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
corporation uses facsimile signatures of its officers and agents on its stock
certificates, it shall not act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution acting in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. Each certificate shall contain the name of the record holder,
the number, designation, if any, class or series of shares represented, a
statement or summary of any applicable rights, preferences, privileges or
restrictions thereon, and a statement, if applicable, that the shares are
assessable. All certificates shall be consecutively numbered. If provided by the
stockholder, the name, address and federal tax identification number of the
stockholder, the number of shares, and the date of issue shall be entered in the
stock transfer records of the corporation.

SECTION 4.03 SURRENDERED, LOST OR DESTROYED CERTIFICATES. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with the stockholder's affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity bond in an amount not less than twice the current market value of the
stock, and upon such terms as the treasurer or the Board of Directors shall
require, to indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.

SECTION 4.04 REPLACEMENT CERTIFICATE. When the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the corporation with another
corporation or the reorganization of the corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other
rights of stockholders of record until the holder has complied with the order,
but the order operates to suspend such rights only after notice and until
compliance.

SECTION 4.05 TRANSFER OF SHARES. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the certificates
therefor accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer in the records of the
corporation.

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SECTION 4.06 TRANSFER AGENT; REGISTRARS. The Board of Directors may appoint
one or more transfer agents, transfer clerk and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.

SECTION 4.07 STOCK TRANSFER RECORDS. The stock transfer records shall be
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of distributions as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be transferable
for purposes of Article V and no voting rights shall be deemed transferred
during such periods. Subject to the forgoing limitations, nothing contained
herein shall cause transfers during such periods to be void or voidable.

SECTION 4.08 MISCELLANEOUS. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the corporation's stock.

ARTICLE V
DISTRIBUTIONS

SECTION 5.01 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 1.06, prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the date of such
distribution.

ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

SECTION 6.01 RECORDS. All original records of the corporation shall be kept
by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.

SECTION 6.02 DIRECTORS' AND OFFICERS' RIGHT OF INSPECTION. Every director
and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the corporation's books, records, and documents of every kind and to
inspect the physical properties of the corporation and its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.

SECTION 6.03 CORPORATE SEAL. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

<PAGE>

SECTION 6.04 FISCAL YEAR-END. The fiscal year-end of the corporation shall
be such date as may be fixed from time to time by resolution of the Board of
Directors.

SECTION 6.05 RESERVES. The Board of Directors may create, by resolution,
such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the corporation, or for such other purpose as
the Board of Directors may deem beneficial to the corporation, and the directors
may modify or abolish any such reserves in the manner in which they were
created.

ARTICLE VII
INDEMNIFICATION

SECTION 7.01 INDEMNIFICATION AND INSURANCE.

(a) INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(i) For purposes of this Article, (A) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at the request of the
corporation as a director, officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation or any partnership, joint
venture, trust, or other enterprise; and (B) "Proceeding" shall mean any
threatened, pending or completed action or suit (including without limitation an
action, suit or proceeding by or in the right of the corporation), whether
civil, criminal, administrative or investigative.

(ii) Each Indemnitee shall be indemnified and held harmless by
the corporation for all actions taken by him or her and for all omissions
(regardless of the date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.

(iii) Indemnification pursuant to this Section shall continue as
to an Indemnitee who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and administrators.

(b) INDEMNIFICATION OF EMPLOYEES AND OTHER PERSONS.

The corporation may, by action of its Board of Directors and to the extent
provided in such action, indemnify employees and other persons as though they
were Indemnitees.

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(b) NON-EXCLUSIVITY OF RIGHTS.

The rights to indemnification provided in this Article shall not be
exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or directors, or otherwise.

(d) INSURANCE.

The corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against him or her and liability and expenses incurred by him or her in his or
her capacity as a director, officer, employee or agent, or arising out of his or
her status as such, whether or not the corporation has the authority to
indemnify him or her against such liability and expenses.

(e) OTHER FINANCIAL ARRANGEMENTS.

The other financial arrangements which may be made by the corporation may
include the following (i) the creation of a trust fund; (ii) the establishment
of a program of self-insurance; (iii) the securing of its obligation of
indemnification by granting a security interest or other lien on any assets of
the corporation; (iv) the establishment of a letter of credit, guarantee or
surety. No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud, or a knowing violation of law, except with respect to advancement of
expenses or indemnification ordered by a court.

(f) OTHER MATTERS RELATING TO INSURANCE OR FINANCIAL ARRANGEMENTS.

Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other person
approved by the Board of Directors, even if all or part of the other person's
stock or other securities is owned by the corporation. In the absence of fraud:

(i) the decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

(ii) the insurance or other financial arrangement:

(A) is not void or voidable; and

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(B) does not subject any director approving it to personal
liability for his action,

even if a director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.

SECTION 7.02 AMENDMENT. The provisions of this Article relating to
indemnification shall constitute a contract between the corporation and each of
its directors and officers, which may be modified as to any director or officer
only with that person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these Bylaws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any
director or officer shall apply to such director or officer only on a
prospective basis and shall not limit the rights of an Indemnitee to
indemnification with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other provision of
these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of
this Article so as to limit or reduce the indemnification in any manner unless
adopted by (a) the unanimous vote of the directors of the corporation then
serving, or (b) by the stockholders as set forth in Article VIII hereof;
provided that no such amendment shall have retroactive effect inconsistent with
the preceding sentence.

SECTION 7.03 CHANGES IN NEVADA LAW. References in this Article to Nevada
law or to any provision thereof shall be to such law as it existed on the date
this Article was adopted or as such law thereafter may be changed; provided that
(a) in the case of any change which expands the liability of directors or
officers or limits the indemnification rights or the rights to advancement of
expenses which the corporation may provide, the rights to limited liability, to
indemnification and to the advancement of expenses provided in the corporation's
Articles of Incorporation or these Bylaws or both shall continue as theretofore
to the extent permitted by law; and (b) if such change permits the corporation,
without the requirement of any further action by stockholders or directors, to
limit further the liability of directors (or limit the liability of officers) or
to provide broader indemnification rights or rights to the advancement of
expenses than the corporation was permitted to provide prior to such change,
then liability thereupon shall be so limited and the rights to indemnification
and the advancement of expenses shall be so broadened to the extent permitted by
law.

ARTICLE VIII
AMENDMENT OR REPEAL

SECTION 8.01 AMENDMENT. Except as otherwise restricted in the Articles of
Incorporation or these Bylaws:

(a) Any provision of these Bylaws may be altered, amended or repealed
at the annual or any regular meeting of the Board of Directors without prior
notice, or at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal is contained in the notice of such special
meeting.

17
<PAGE>

(b) These Bylaws may also be altered, amended, or repealed at a duly
convened meeting of the stockholders by the affirmative vote of the holders of
not less than a majority of the voting power of the corporation entitled to
vote. The stockholders may provide by resolution that any Bylaw provision
repealed, amended, adopted or altered by them may not be repealed, amended, or
altered by the Board of Directors.

CERTIFICATION

The undersigned duly elected secretary of the corporation does hereby
certify that the foregoing Amended and Restated Bylaws were adopted by the Board
of Directors on the 11th day of November, 1999.

/s/ WILLIAM L. LAGAMBA
-----------------------------
William L. LaGamba, Secretary

SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW

WILLIAM J. SCHIFINO ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELEPHONE: (813)223-1535 201 NORTH FRANKLIN STREET
LINA ANGELICI TELECOPIER: (813)223-3070 SUITE 2700
AMY LETTELLEIR TAMPA, FLORIDA 33602

November 12, 1999

Nutriceuticals.com Corporation
6950 Bryan Dairy Road
Largo, Florida 33777

Ladies and Gentlemen:

This opinion is rendered in connection with the filing by
Nutriceuticals.com Corporation (the "Corporation") of a Registration Statement
on Form SB-2 (the "Registration Statement") with the Securities and Exchange
Commission in connection with the registration, under the Securities Act of
1933, as amended, and sale by the Corporation of: (i) up to 1,800,000 shares of
the Corporation's common stock, par value $.001 per share (the "Common Stock")
to be offered for sale to the public in an underwritten offering (the "Shares");
(ii) up to 270,000 shares of Common Stock underlying the underwriter's option to
purchase additional Common Stock to cover over-allotments, if any (the "Option
Shares"); (iii) a warrant for the purchase by the underwriter of up to 180,000
shares of Common Stock (the "Underwriter's Warrants"); and (iv) up to 180,000
shares of Common Stock underlying the Underwriter's Warrant (the "Warrant
Shares"). The Shares, the Option Shares, the Underwriter's Warrant, and the
Warrant Shares are hereinafter sometimes collectively referred to as the
"Securities." The Securities are to be sold and issued by the Corporation
pursuant to the provisions of an Underwriting Agreement, by and between the
Corporation and Kashner Davidson Securities Corporation, as Underwriter (the
"Underwriting Agreement").

We have examined such corporate records and documents as we have deemed
relevant and necessary as the basis for this opinion, and we are familiar with
or have reviewed the actions taken by the Company in connection with the
authorization, registration, issuance and sale of the Securities. With respect
to the opinions expressed herein, we have relied upon the opinion of Jones
Vargas, Las Vegas, Nevada regarding matters of Nevada law, a copy of which is
attached as Exhibit 5.2 to the Registration Statement.

Based upon the foregoing, we are of the opinion that the Securities, when
issued and delivered in accordance with the Registration Statement and the terms
of the Underwritering Agreement, will be duly authorized and validly issued,
fully paid and nonassessable under the Nevada Revised Statutes as in effect on
this date.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the section entitled
"Legal Matters."

Very truly yours,

SCHIFINO & FLEISCHER, P.A.

/s/ SCHIFINO & FLEISCHER, P.A.
------------------------------
Schifino & Fleischer, P.A.

EXHIBIT 5.2
[LETTERHEAD]

November 12, 1999

Nutriceuticals.com Corporation
6950 Bryan Dairy Road
Largo, Florida 33777

Schifino & Fleischer, P.A.
One Tampa City Center
201 North Franklin Street, Suite 2700
Tampa, Florida 33602

Re: Nutriceuticals.com Corporation

Ladies and Gentlemen:

We have been engaged by Nutriceuticals.com Corporation, a Nevada
corporation (the "Corporation"), with respect to rendering this opinion in
connection with the filing by the Corporation of a Registration Statement on
Form SB-2 (the "Registration Statement") with the Securities and Exchange
Commission in connection with the registration, under the Securities Act of
1933, as amended, and sale by the Corporation of: (i) up to1,800,000 shares of
the Corporation's common stock, par value $.001 per share (the "Common Stock")
to be offered for sale to the public in an underwritten offering (the "Shares");
(ii) up to 270,000 shares of Common Stock underlying the underwriter's option to
purchase additional Common Stock to cover over-allotments, if any (the "Option
Shares"); (iii) a warrant for the purchase by the underwriter of up to 180,000
shares of Common Stock (the "Underwriter's Warrant"); and (iv) up to 180,000
shares of Common Stock underlying the Underwriter's Warrant (the "Warrant
Shares"). The Shares, the Option Shares, the Underwriter's Warrant, and the
Warrant Shares are hereinafter sometimes collectively referred to as the
"Securities." The Securities are to be sold and issued by the Corporation
pursuant to the

<PAGE>

Nutriceuticals.com Corporation
November 12, 1999
Page 2

provisions of an Underwriting Agreement, by and between the Corporation and
Kashner Davidson Securities Corporation, as Underwriter (the "Underwriting
Agreement").

In rendering the opinions contained herein, we have reviewed and
relied on the following:

(A) The Articles of Incorporation of NuMed Surgical, Inc., a Nevada
corporation, filed with the Nevada Secretary of State on October 18, 1993;
Articles of Amendment to Articles of Incorporation of NuMed Surgical, Inc.,
filed with the Nevada Secretary of State on March 18, 1999; Articles of Merger,
filed with the Nevada Secretary of State on March 18, 1999, changing the name of
NuMed Surgical, Inc. to that of the Corporation; and a Certificate of Decrease
in Number of Authorized Shares of Common Stock, filed with the Nevada Secretary
of State on October 29, 1999 ("collectively, the "Articles of Incorporation");

(B) The Amended and Restated Bylaws of the Corporation (the "Bylaws");

(D) Minutes of the Special Meeting of the Board of Directors of the
Corporation, dated September 20, 1999;

(E) Unanimous Written Action of the Board of Directors of the
Corporation, dated November 11, 1999;

(F) A Certificate of the President of the Corporation, dated November
12, 1999 (the "Opinion Certificate");

(G) Such provisions of the Nevada Revised Statutes ("NRS") as we
deemed appropriate in order to render the opinions contained herein.

<PAGE>

Nutriceuticals.com Corporation
November 12, 1999
Page 3

ASSUMPTIONS:

In rendering the opinions contained herein, we have, with your express
consent and without any independent investigation with respect thereto, assumed
the following:

(i) The Corporation is duly incorporated, and, when the securities are
issued by the Corporation, the Corporation will be validly existing and in good
standing as a corporation under the laws of Nevada;

(ii) The Bylaws were duly adopted by the Board of Directors of the
Corporation, and have not been amended since their adoption;

(iii) All matters of fact set forth in the Registration Statement and
its exhibits, and in the Opinion Certificate are true and correct;

(iv) The Underwriting Agreement, when executed, will provide that the
Shares and the Option Shares will be sold to the Underwriter for not less than
$6.00 per share, the Underwriter's Warrant will be sold to the Underwriter for
not less than $10.00, and the Warrant Shares will be sold to the Underwriter for
not less than 165% of the price paid per share for the Shares and the Option
Shares; and

(v) The certificates issued by the Corporation evidencing the Shares,
the Option Shares and the Warrant Shares will be executed, manually or by
facsimile, by officers of the Corporation in accordance with the provisions of
the Bylaws.

OPINIONS:

Based on the foregoing and subject to the limitations and
qualifications contained herein, we are of the opinion that all action required
to be taken by the Corporation for the due and proper authorization, issuance,
and delivery of the Securities has been taken; and that upon the issuance and
delivery thereof, and payment therefor by the Underwriter in accordance with the
provisions contained in the Underwriting Agreement, the Securities will be duly
authorized, validly issued, fully paid, and nonassessable.

LIMITATIONS AND QUALIFICATIONS:

We are members of the Nevada Bar and are opining herein only as to the
effect of the laws of the State of Nevada on the matters set forth herein, as
those laws presently exist; except that we express no opinion with respect to
Nevada securities or blue sky laws. We undertake no duty to update this opinion
to account for changes in fact or law. We hereby consent to the inclusion of
this

<PAGE>

Nutriceuticals.com Corporation
November 12, 1999

Page 4

opinion as an exhibit to the Registration Statement and to the reference to our
firm in the section thereof entitled "Legal Matters." Except as consented to
herein, this opinion may not be relied upon by any person or entity without our
express written consent.

Very truly yours

/s/ JONES VARGAS
--------------------
[Jones Vargas]

EXHIBIT 10.2(b)

CONSULTING AGREEMENT

THIS AGREEMENT, made, entered into, and effective this 16th day of August,
1999 (the "Effective Date"), by and between JUGAL K. TANEJA, an individual
resident of Florida (hereinafter referred to as "Consultant"), and
NUTRICEUTICALS.COM CORPORATION., a Nevada corporation with its principal place
of business in Largo, Florida (hereinafter referred to as "Corporation").

W I T N E S S E T H:

WHEREAS, Consultant has been a valuable employee of the Corporation and the
Corporation realizes that Consultant has demonstrated a keen understanding of
the Corporation's operations such that it would be desirable to retain
Consultant's services under a consulting agreement;

WHEREAS, Consultant desires to provide such consulting services for the
Corporation as an independent contractor, with the understanding that he shall
not be required to devote his full time to the business of the Corporation and
shall be free to pursue other personal and business interests; and

WHEREAS, Consultant and the Corporation further agree that the employment
agreement made as of April 1, 1999 by and between this Corporation, as the
Employer, and the Consultant, as the Executive (the "Employment Agreement")
shall terminate effective as of the Effective Date of this Agreement, PROVIDED
HOWEVER, that all accrued payments under the Employment Agreement shall remain
an outstanding obligation of the Corporation.

NOW, THEREFORE, in consideration of the premises, the mutual covenants of
the parties herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, it is agreed as follows:

1. CONSULTING ARRANGEMENT. The Corporation hereby contracts for the services of
Consultant and Consultant agrees to perform such duties and responsibilities and
to render advice and consulting as may be requested by the Corporation from time
to time during the term of this consulting arrangement in connection with the
Corporation's business throughout the United States and world wide ("Consulting
Arrangement"). Said consulting services shall include, but not be limited to, [.
. . customer development and sales, warehouse operations, inventory management,
and product selection . . . ] Consultant shall use his best efforts to keep the
Corporation informed of all corporate business opportunities which shall come to
his attention and appear beneficial to the Corporation's business so that the
Corporation can obtain the maximum benefits from Consultant's knowledge,
experience, and personal contacts.

2. RELATIONSHIP BETWEEN PARTIES. During the term of the Consulting Arrangement,
Consultant shall be deemed to be an independent contractor. He shall be free to
devote his time, energy and skill to any such person, firm or company as he
deems advisable except to the extent he is obligated to devote his time, energy
and skill to the Corporation pursuant to the terms of this Agreement. Consultant
shall not be considered as having an employee status vis-a-vis the Corporation,
or by virtue of the Consulting Arrangement being entitled to participate in any
plans, arrangements or distributions by the Corporation pertaining to or in
connection with any pension, stock, bonus, profit sharing, welfare benefits, or
similar

<PAGE>

benefits for the regular employees of the Corporation. The Corporation shall not
withhold any taxes in connection with the compensation due Consultant hereunder,
and Consultant will be responsible for the payment of any such taxes and hereby
agrees to indemnify the Corporation against nonpayment thereof.

3. COMPENSATION FOR THE CONSULTING ARRANGEMENT. As part of the consideration for
the services to be rendered under the Consulting Arrangement by Consultant and
as compensation for the income he could have otherwise earned if he had not
agreed to keep himself available to the Corporation hereunder, the Corporation
shall pay Consultant compensation at the rate of Eight Thousand Three Hundred
Thirty-three Dollars and Thirty-three cents ($8,333.33) per month commencing
August 16, 1999, and continuing each month thereafter for a total of thirty-two
months. All compensation due to Consultant under this Section 3 shall accrue
until such time as the Corporation has sufficient funds therefore.

4. TERM OF CONSULTING ARRANGEMENT. The Consulting Arrangement shall begin
effective as of the Effective Date of this Agreement and shall continue for a
period of thirty-two (32) months, until April 15, 2002 (the "Consulting
Period").

5. CONFIDENTIALITY COVENANTS.

5.1 ACKNOWLEDGMENTS BY THE CONSULTANT. The Consultant acknowledges that (a)
during the Consulting Period and as a part of his Consulting Arrangement, the
Consultant will be afforded access to Confidential Information (as defined
below); (b) public disclosure of such Confidential Information could have an
adverse effect on the Corporation and its business; (c) because the Consultant
possesses substantial technical expertise and skill with respect to the
Corporation's business, the Corporation desires to obtain exclusive ownership of
each Consultant Invention (as defined below), and the Corporation will be at a
substantial competitive disadvantage if it fails to acquire exclusive ownership
of each Consultant Invention; (d) the provisions of this Section 5 are
reasonable and necessary to prevent the improper use or disclosure of
Confidential Information and to provide the Corporation with exclusive ownership
of all Consultant Inventions.

5.2 AGREEMENTS OF THE CONSULTANT. In consideration of the compensation and
benefits to be paid or provided to the Consultant by the Corporation under this
Agreement, the Consultant covenants as follows:

(a) CONFIDENTIALITY.

(i) During and following the Consulting Period, the Consultant
will hold in confidence the Confidential Information and will not disclose it to
any person except with the specific prior written consent of the Corporation or
except as otherwise expressly permitted by the terms of this Agreement.

(ii) Any trade secrets of the Corporation will be entitled to all
of the protections and benefits under Chapter 688, Florida Statutes and any
other applicable law. If any information that the Corporation deems to be a
trade secret is found by a court of competent jurisdiction not to be a trade
secret for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for

2
<PAGE>

purposes of this Agreement. The Consultant hereby waives any requirement that
the Corporation submit proof of the economic value of any trade secret or post a
bond or other security.

(iii) None of the foregoing obligations and restrictions applies
to any part of the Confidential Information that the Consultant demonstrates was
or became generally available to the public other than as a result of a
disclosure by the Consultant.

(iv) The Consultant will not remove from the Corporation's
premises (except to the extent such removal is for purposes of the performance
of the Consultant's duties at home or while traveling, or except as otherwise
specifically authorized by the Corporation) any document, record, notebook,
plan, model, component, device, or computer software or code, whether embodied
in a disk or in any other form (collectively, the "Proprietary Items"). The
Consultant recognizes that, as between the Corporation and the Consultant, all
of the Proprietary Items, whether or not developed by the Consultant, are the
exclusive property of the Corporation. Upon termination of this Agreement by
either party, or upon the request of the Corporation during the Consulting
Period, the Consultant will return to the Corporation all of the Proprietary
Items in the Consultant's possession or subject to the Consultant's control, and
the Consultant shall not retain any copies, abstracts, sketches, or other
physical embodiment of any of the Proprietary Items.

(b) CONSULTANT INVENTIONS. Each Consultant Invention will belong
exclusively to the Corporation. The Consultant acknowledges that all of the
Consultant's writing, works of authorship, and other Consultant Inventions are
works made for hire and the property of the Corporation, including any
copyrights, patents, or other intellectual property rights pertaining thereto.
If it is determined that any such works are not works made for hire, the
Consultant hereby assigns to the Corporation all of the Consultant's right,
title, and interest, including all rights of copyright, patent, and other
intellectual property rights, to or in such Consultant Inventions. The
Consultant covenants that he will promptly:

(i) disclose to the Corporation in writing any Consultant
Invention;

(ii) assign to the Corporation or to a party designated by the
Corporation, at the Corporation's request and without additional compensation,
all of the Consultant's right to the Consultant Invention for the United States
and all foreign jurisdictions;

(iii) execute and deliver to the Corporation such applications,
assignments, and other documents as the Corporation may request in order to
apply for and obtain patents or other registrations with respect to any
Consultant Invention in the United States and any foreign jurisdictions;

(iv) sign all other papers necessary to carry out the above
obligations; and

(v) give testimony and render any other assistance in support of
the Corporation's rights to any Consultant Invention.

5.3 DISPUTES OR CONTROVERSIES. The Consultant recognizes that should a
dispute or controversy arising from or relating to this Agreement be submitted
for adjudication to any court, arbitration panel, or

3
<PAGE>

other third party, the preservation of the secrecy of Confidential Information
may be jeopardized. All pleadings, documents, testimony, and records relating to
any such adjudication will be maintained in secrecy and will be available for
inspection by the Corporation, the Consultant, and their respective attorneys
and experts, who will agree, in advance and in writing, to receive and maintain
all such information in secrecy, except as may be limited by them in writing.

5.4 DEFINITIONS.

(a) For the purposes of this Section 5, "Confidential Information"
shall mean any and all:

(i) trade secrets concerning the business and affairs of the
Corporation, product specifications, data, know-how, formulae, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions
and ideas, past, current, and planned research and development, current and
planned manufacturing or distribution methods and processes, customer lists,
current and anticipated customer requirements, price lists, market studies,
business plans, computer software and programs (including object code and source
code), computer software and database technologies, systems, structures, and
architectures (and related formulae, compositions, processes, improvements,
devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
and information, and any other information, however documented, that is a trade
secret within the meaning of Chapter 688, Florida Statutes;

(ii) information concerning the business and affairs of the
Corporation (which includes historical financial statements, financial
projections and budgets, historical and projected sales, capital spending
budgets and plans, the names and backgrounds of key personnel, personnel
training and techniques and materials, however documented; and

(iii) notes, analysis, compilations, studies, summaries, and
other material prepared by or for the Corporation containing or based, in whole
or in part, on any information included in the foregoing.

(b) For the purposes of this Section 5, "Consultant Invention" shall
mean any idea, invention, technique, modification, process, or improvement
(whether patentable or not), any industrial design (whether registerable or
not), any mask work, however fixed or encoded, that is suitable to be fixed,
embedded or programmed in a semiconductor product (whether recordable or not),
and any work of authorship (whether or not copyright protection may be obtained
for it) created, conceived, or developed by the Consultant, either solely or in
conjunction with others, during the Consulting Period, or a period that includes
a portion of the Consulting Period, that relates in any way to, or is useful in
any manner in, the business then being conducted or proposed to be conducted by
the Corporation, and any such item created by the Consultant, either solely or
in conjunction with others, following termination of the Consultant's Consulting
Arrangement with the Corporation, that is based upon or uses Confidential
Information.

6. NON-COMPETITION AND NON-INTERFERENCE

4
<PAGE>

6.1 ACKNOWLEDGMENTS BY THE CONSULTANT. The Consultant acknowledges that:
(a) the services to be performed by him under this Agreement are of a special,
unique, unusual, extraordinary, and intellectual character; (b) the
Corporation's business is national in scope and its products are marketed
throughout the United States and world wide; (c) the Corporation competes with
other businesses that are or could be located in any part of the United States
and world wide; (d) the provisions of this Section 6 are reasonable and
necessary to protect the Corporation's business.

6.2 COVENANTS OF THE CONSULTANT. In consideration of the acknowledgments by
the Consultant, and in consideration of the compensation and benefits to be paid
or provided to the Consultant by the Corporation, the Consultant covenants that
he will not, directly or indirectly:

(a) during the Consulting Period, except in the course of his
Consulting Arrangement hereunder, and during the Post-Consulting Period (as
defined below), engage or invest in, own, manage, operate, finance, control, or
participate in the ownership, management, operation, financing, or control of,
be employed by, associated with, or in any manner connected with, lend the
Consultant's name or any similar name to, lend Consultant's credit to or render
services or advice to, any business whose products or activities compete in
whole or in part with the products or activities of the Corporation anywhere
within the United States; provided, however, that the Consultant may purchase or
otherwise acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934;

(b) whether for the Consultant's own account or for the account of any
other person, at any time during the Consulting Period and the Post-Consulting
Period, solicit business of the same or similar type being carried on by the
Corporation, from any person known by the Consultant to be a customer of the
Corporation, whether or not the Consultant had personal contact with such person
during and by reason of the Consultant's Consulting Arrangement with the
Corporation;

(c) whether for the Consultant's own account or the account of any
other person (i) at any time during the Consulting Period and the
Post-Consulting Period, solicit, employ, or otherwise engage as an employee,
independent contractor, or otherwise, any person who is or was an employee of
the Corporation at any time during the Consulting Period or in any manner induce
or attempt to induce any employee of the Corporation to terminate his Consulting
Arrangement with the Corporation; or (ii) at any time during the Consulting
Period and for three years thereafter, interfere with the Corporation's
relationship with any person, including any person who at any time during the
Consulting Period was an employee, contractor, supplier, or customer of the
Corporation; or

(d) at any time during or after the Consulting Period, disparage the
Corporation or any of its shareholders, directors, officers, employees, or
agents.

For purposes of this Section 6.2, the term "Post-Consulting Period" means
the three year period beginning on the date of termination of the Consultant's
Consulting Arrangement with the Corporation.

5
<PAGE>

If any covenant in this Section 6.2 is held to be unreasonable, arbitrary,
or against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against the Consultant.

The period of time applicable to any covenant in this Section 6.2 will be
extended by the duration of any violation by the Consultant of such covenant.

7. NOTICES. All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

If to the Corporation: Nutriceuticals.com Corp.
6950 Bryan Dairy Road
Largo, FL 33777
Attention: Stephen M. Watters, President
Facsimile No.: (813) 544-4386

With a copy to: Schifino & Fleischer, P.A.
201 North Franklin Street
Suite 2700
Tampa, FL 33602
Attention: Lina Angelici, Esq.
Facsimile No.: (813) 223-3070

If to the Executive: Jugal K. Taneja
6950 Bryan Dairy Road
Largo, FL 33777
Facsimile No.: (727) 548-1917

8. BINDING EFFECT. This Agreement shall extend to, shall inure to the benefit of
and shall be binding upon all the parties hereto and upon all of their
respective heirs, successors and representatives.

9. ENTIRE AGREEMENT. This Agreement, including the agreements incorporated by
reference, contains the entire Agreement among the parties hereto with respect
to the matters contemplated hereby and supersedes all prior agreements and
undertakings between the parties with respect to such matters. This Agreement
may not be amended, modified or terminated in whole or in part, except in
writing, executed by each of the parties hereto.

6
<PAGE>

10. INDEMNIFICATION. Consultant hereby agrees to hold harmless and indemnify
Corporation from and against any and all loss, damage, expense, and cost
(including reasonable attorneys' fees incurred in connection with the same)
incurred by Corporation as a result of Consultant's breach of any covenant or
agreement made herein.

11. SPECIFIC PERFORMANCE. The Consultant acknowledges that his obligations
hereunder are unique, and that it would be extremely impracticable to measure
the resulting damages if he should default in his obligations under this
Agreement. Accordingly, in the event of the failure by Consultant to perform his
obligations hereunder, which failure constitutes a breach hereof by him, the
Corporation may, in addition to any other available rights or remedies, sue in
equity for specific performance and, in connection with any such suit, the
Consultant expressly waives the defense therein that the Corporation has an
adequate remedy at law.

12. SEVERABILITY. Should any part of any provision of this Agreement be declared
invalid by a court of competent jurisdiction, such decision or determination
shall not affect the validity of any remaining portion of such provision or any
other provision and the remainder of the Agreement shall remain in full force
and effect and shall be construed in all respects as if such invalid or
unenforceable provision or portion thereof were not contained herein. In the
event of a declaration of invalidity, the provision or portion thereof declared
invalid shall not necessarily be invalidated in its entirety, but shall be
observed and performed by the parties to the Agreement to the extent such
provision is valid and enforceable.

13. SECTION HEADINGS. The section headings contained herein are for convenience
of reference only and shall not be considered any part of the terms of this
Agreement.

14. CHOICE OF LAW. This Agreement shall be interpreted and performed in
accordance with the laws of the State of Florida, and the parties agree,
notwithstanding the principles of conflicts of law, that the internal laws of
the State of Florida shall govern and control the validity, interpretation,
performance, and enforcement of this Agreement.

IN WITNESS WHEREOF, Consultant has hereunto put his hand, and the
Corporation has caused this instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.

CONSULTANT:

/s/ JUGAL K. TANEJA
------------------------------
Jugal K. Taneja

7
<PAGE>

CORPORATION:

NUTRICEUTICALS.COM CORPORATION

By: /s/ STEPHEN M. WATTERS
--------------------------------------
Stephen M. Watters, President

EXHIBIT 10.8

FORM OF ESCROW AGREEMENT

This Escrow Agreement, dated as of August ___ , 1999 (the "Closing Date"), among
Nutriceuticals.com Corporation, a Nevada corporation ("Buyer"), and Dynamic
Health Products, Inc., a Florida corporation ("Seller"), and ....(NAME OF
ORGANIZATION)....., a ....(NATURE OF THE BUSINESS OF THE ORGANIZATION)...., as
escrow agent ("Escrow Agent").

This is the Escrow Agreement referred to in the Stock Purchase Agreement
dated August ___ , 1999 (the "Purchase Agreement") by and between Buyer and
Seller. Capitalized terms used in this agreement without definition shall have
the respective meanings given to them in the Purchase Agreement.

The parties, intending to be legally bound, hereby agree as follows:

1. ESTABLISHMENT OF ESCROW

(a) Buyer is depositing with Escrow Agent 1,000,000 shares ("Shares") of
the common stock, par value $.001 per share, of Buyer (the "Escrow Fund").
Escrow Agent acknowledges receipt thereof.

(b) Escrow Agent hereby agrees to act as escrow agent and to hold,
safeguard and disburse the Escrow Fund pursuant to the terms and conditions
hereof.

2. PROCEDURE FOR DETERMINATION OF ADDITIONAL CONSIDERATION

(a) Buyer will prepare and will cause the Company's certified public
accountants to audit financial statements of the Company as of the fiscal years
ending March 31, 2000 and March 31, 2001, including a computation of the
Company's net revenues and gross margin (the "Financial Statements"). Buyer will
deliver the Financial Statements to Seller within sixty (60) days after each
such fiscal year end. If within thirty (30) days following delivery of the
Financial Statements, Seller has not given Buyer notice of its objec tion to the
Financial Statements (such notice must contain a statement of the basis of
Seller's objection), then the Company's net revenues and gross margin reflected
in the Financial Statements will be used in computing the amount of Additional
Consideration. If Seller gives such notice of objection, then the issues in
dispute will be submitted to .....(NAME)..... , certified public accountants
(the "Accountants"), for resolution. If issues in dispute are submitted to the
Accountants for resolution, (i) each party will furnish to the Accountants such
workpapers and other documents and information relating to the disputed issues
as the Accountants may request and are available to that party or its
Subsidiaries (or its independent public accountants), and will be afforded the
opportunity to present to the Accountants any material relating to the
determination and to discuss the determination with the Accountants; (ii) the
determination by the Accountants, as set forth in a notice delivered to both
parties by the Accountants, will be binding and conclusive on the parties; and
(iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for
such determination.

(b) If the Company has a gross margin of at least 2.6% for the fiscal year
ending March 31, 2000 and 2.7% for the fiscal year ending March 31, 2001, then
the Additional Consideration shall be computed as follows:

(i) For the fiscal year ending March 31, 2000, the Additional
Consideration shall be that number of shares which is the
product 500,000 multiplied by the quotient obtained from an
equation in which the numerator shall be equal to the
positive difference between the

<PAGE>

Minimum Net Revenues (as defined below) and the Company's
actual net revenues for the fiscal year ended March 31,
2000, and the denominator shall be $31.5 million.

(ii) For the fiscal year ending March 31, 2001, the Additional
Consideration shall be that number of shares which is the
product 500,000 multiplied by the quotient obtained from an
equation in which the numerator shall be equal to the
positive difference between the Minimum Net Revenues (as
defined below) and the Company's actual net revenues for the
fiscal year ended March 31, 2001, and the denominator shall
be $27.5 million.

(iii) Minimum Net Revenues shall be $31 million and $ 62.5 million
for the fiscal years ending March 31, 2000 and March 31,
2001, respectively.

(c) No later than the third business day after the final determination of
the Additional Consideration, the Buyer shall give notice to Seller and Escrow
Agent stating that the Additional Consideration has been determined in
accordance with this Section 2, and specifying the number of Shares to be
disbursed to the Seller pursuant to Section 3 of this Agreement as a result of
such determination ("Notice").

3. DISTRIBUTION OF ESCROW FUND; TERMINATION OF ESCROW

(a) On the tenth business day following Escrow Agent's receipt of the
Notice specified in Section 2(c), Escrow Agent shall deliver to Seller, from the
Escrow Fund, the number of Shares specified in the Notice. Escrow Agent shall
not inquire into or consider whether the Additional Consideration has been
determined in accordance with Section 2(b).

(b) On the tenth business day after Escrow Agent makes the final delivery
of the Additional Consideration as determined in accordance with Section 2(b) of
this Agreement, all Shares remaining in the Escrow Fund, if any, shall be
returned to Buyer, and this Agreement shall terminate.

4. DUTIES OF ESCROW AGENT

(a) Escrow Agent shall not be under any duty to give the Escrow Fund held
by it hereunder any greater degree of care than it gives its own similar
property.

(b) Escrow Agent shall not be liable, except for its own gross negligence
or willful misconduct and, except with respect to claims based upon such gross
negligence or willful misconduct that are successfully asserted against Escrow
Agent, the other parties hereto shall jointly and severally indemnify and hold
harmless Escrow Agent (and any successor Escrow Agent) from and against any and
all losses, liabilities, claims, actions, damages and expenses, including
reasonable attorney's fees and disbursements, arising out of and in connection
with this Agreement.

(c) Escrow Agent shall be entitled to rely upon any order, judgement,
certification, demand, notice, instrument or other writing delivered to it
hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume that the person purporting
to give receipt or advise or make any statement or execute any document in
connection with the provisions hereof has been duly authorized to do so. Escrow
Agent may conclusively presume that the undersigned representative of any party
hereto which is an entity other than a natural person has full power and
authority to instruct Escrow Agent on behalf of that party unless written notice
to the contrary is delivered to Escrow Agent.

<PAGE>

(d) Escrow Agent may act pursuant to the advice of counsel with respect to
any matter relating to this Agreement and shall not be liable for any action
taken or omitted by it in good faith in accordance with such advice.

(e) Escrow Agent does not have any interest in the Escrow Fund deposited
hereunder but is serving as escrow holder only and having only possession
thereof. This Section 4(e) and Section 4(b) shall survive notwithstanding any
termination of this Agreement or the resignation of the Escrow Agent.

(f) Escrow Agent makes no representation as to the validity, value,
genuineness or the collectability of any security or other document or
instrument held by it or delivered to it.

(g) Escrow Agent shall not be called upon to advise any party as to the
wisdom in selling or retaining or taking or refraining from any action with
respect to any securities or other property deposited hereunder.

(h) Escrow Agent (and any successor Escrow Agent) may at any time resign as
such by delivering the Escrow Fund to any successor Escrow Agent jointly
designated by the other parties hereto in writing, or to any court of competent
jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all
further obligations arising in connection with this Agreement. The resignation
of Escrow Agent will take effect on the earlier of (a) the appointment of a
successor (including a court of competent jurisdiction) or (b) the day which is
30 days after the date of delivery of its written notice of resignation to the
other parties hereto. If at that time Escrow Agent has not received a
designation of a successor Escrow Agent, Escrow Agent's sole responsibility
after that time shall be to retain and safeguard the Escrow Fund until receipt
of a designation of successor Escrow Agent or a joint written disposition
instruction by the other parties hereto or a final non-appealable order of a
court of competent jurisdiction.

(i) In the event of any disagreement between the other parties hereto
resulting in adverse claims or demands being made in connection with the Escrow
Fund or in the event that Escrow Agent is in doubt as to what action it should
take hereunder, Escrow Agent shall be entitled to retain the Escrow Fund until
Escrow Agent shall have received (i) a final non-appealable order of a court of
competent jurisdiction directing delivery of the Escrow Fund or (ii) a written
agreement executed by the other parties hereto directing delivery of the Escrow
Fund, in which event Escrow Agent shall disburse the Escrow Fund in accordance
with such order or agreement. Any court order shall be accompanied by a legal
opinion by counsel for the presenting party satisfactory to Escrow Agent to the
effect that the order is final and non-appealable. Escrow Agent shall act on
such court order and legal opinion without further question.

(j) Buyer and Seller shall pay Escrow Agent compensation (as payment in
full) for the services to be rendered by Escrow Agent hereunder in the amount of
$ ___________ at the time of execution of this Agreement and $ _________
annually thereafter, and agree to reimburse Escrow Agent for all reasonable
expenses, disbursements and advances incurred or made by Escrow Agent in
performance of its duties hereunder (including reasonable fees, expenses and
disbursements of its counsel). Any such compensation and reimbursement to which
Escrow Agent is entitled shall be borne 50% by Buyer and 50% by Seller. Any fees
or expenses of Escrow Agent or its counsel that are not paid as provided for
herein may be taken from any property held by Escrow Agent hereunder.

(k) No printed or other matter in any language (including, without
limitation, prospectuses, notices, reports and promotional material) that
mentions Escrow Agent's name or the rights, powers, or duties of Escrow Agent
shall be issued by the other parties hereto or on such parties' behalf unless
Escrow Agent shall first have given its specific written consent thereto.

<PAGE>

(l) The other parties hereto authorize Escrow Agent, for any
securities held hereunder, to use the services of any United States central
securities depository it reasonably deems appropriate, including, without
limitation, the Depositary Trust Company and the Federal Reserve Book Entry
System.

5. LIMITED RESPONSIBILITY

This Agreement expressly sets forth all the duties of Escrow Agent with respect
to any and all matters pertinent hereto. No implied duties or obligations shall
be read into this agreement against Escrow Agent. Escrow Agent shall not be
bound by the provisions of any agreement among the other parties hereto except
this Agreement.

6. NOTICES

All notices, consents, waivers and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by telecopier (with
written confirmation of receipt) provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and telecopier numbers set forth below
(or to such other addresses and telecopier numbers as a party may designate by
notice to the other parties):

Seller: Dynamic Health Products, Inc.
6950 Bryan Dairy Road
Largo, Florida 33777
Attention: Jugal K. Taneja
Facsimile No.: 727-548-1917

with a copy to: Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
100 North Tampa Street
Suite 1800
P.O. Box 1100
Tampa, Florida 33602-1100
Attention: Philip M. Shasteen
Facsimile No.: 813-223-7118

Buyer: Nutriceuticals.com Corporation
6950 Bryan Dairy Road
Largo, Florida 33777
Attention: Stephen M. Watters
Facsimile No.: 727-548-1917

with a copy to: Schifino & Fleischer, P.A.
One Tampa City Center
201 North Franklin Street
Suite 2700
Tampa, Florida 33602
Attention: Lina Angelici
Facsimile No.: 813-223-3070

<PAGE>

Escrow Agent: .....(NAME).....
.....(ADDRESS).....

Attention:
Facsimile No.:

with a copy to: .....(NAME).....
.....(ADDRESS).....

Attention:
Facsimile No.:

7. JURISDICTION; SERVICE OF PROCESS

Any action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Agreement may be brought against any of the parties
in the courts of the State of Florida, County of Pinellas, or, if it has or can
acquire jurisdiction, in the United States District Court for the Middle
District of Florida, and each of the parties consents to the jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.

8. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original and all of which, when taken together, will be
deemed to constitute one and the same.

9. SECTION HEADINGS

The headings of sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.

10. WAIVER

The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents referred to in this Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing signed by the other party; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.

11. EXCLUSIVE AGREEMENT AND MODIFICATION

This Agreement supersedes all prior agreements among the parties with respect to
its subject matter and constitutes (along with the documents referred to in this
Agreement) a complete and exclusive statement of

<PAGE>

the terms of the agreement between the parties with respect to its subject
matter. This Agreement may not be amended except by a written agreement executed
by the Buyer, the Seller and the Escrow Agent.

12. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Florida without
regard to conflicts of law principles.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.

BUYER: SELLER:

NUTRICEUTICALS.COM CORPORATION DYNAMIC HEALTH PRODUCTS, INC.

By: By:
--------------------------------- -----------------------------------
Stephen M. Watters, CEO Jugal K. Taneja, CEO

KIRKLAND, RUSS, MURPHY & TAPP

Board of Directors
Nutriceuticals.com Corporation

We consent to the use of our reports included herein and to the reference to our
firm under the leading "experts" in the prospectus.

/s/Kirkland, Russ, Murphy & Tapp

Clearwater, Florida
November 12, 1999

BRIMMER, BUREK, KEELAN & MCNALLY LLP

Board of Directors
Nutriceuticals.com Corporation

We consent to the use of our reports included herein and to the reference to our
firm under the leading "experts" in the prospectus.

/s/Brimmer, Burek, Keelan & Mcnally LLP

Clearwater, Florida
November 12, 1999

EXHIBIT 23.1(c)

SHALEK & ASSOCIATES, CPA'S INC.

Board of Directors
Nutriceuticals.com Corporation

We consent to the use of our reports related to Becan Distributors, Inc.
included herein and to the reference to our firm under the heading "experts" in
the prospectus.

/s/ Shalek & Associates, CPA's Inc.

Independence Ohio
November 10, 1999