INFE COM INC, SB-2, 2000-09-15

INFE COM INC
SB-2, 2000-09-15
BUSINESS SERVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------
INFE.COM, INC.
(Name of Small Business Issuer in its Charter)

FLORIDA 7331 11-3144463
-------------------- ------------------------ -------------------
(State of Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Classification Identification No.)
Incorporation or Code Number)
Organization)

8000 Towers Crescent Drive, Suite 640
Vienna, VA 22182
(703) 734-5650
(Address and telephone number of principal executive offices
and principal place of business)

Mr. Thomas Richfield
President
INFe.com, Inc.
8000 Towers Crescent Drive, Suite 640
Vienna, VA 22182
(703) 734-5650
(Name, address and telephone number of agent for service)

Copies to:

Van Stillman, Esq. James G. Dodrill II, Esq.
Van Stillman, P.A. James G. Dodrill II, P.A.
1177 George Bush Blvd., Suite 308 428 Plaza Real, Suite 326
Delray Beach, FL 33483 Boca Raton, FL 33432
(561) 330-9903 (561) 394-5778

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

Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
----------------------

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 following box. (X)

If this Form is filed to register additional securities for an
offering pursuant to Rule 462 (b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of 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. ( ).

<PAGE>

If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( ).

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION
SHARES TO BE REGISTERED REGISTERED SHARE(1) PRICE FEE
______________________ ------------ --------- ----------- ------------
<S> <C> <C> <C> <C>

Common Stock,
$.0001 par value 5,000,000 $0.40 $2,000,000 $536.00
Common Stock,
$.0001 par value to
be sold by Selling
Shareholders 2,550,100 $0.312 $795,631.20 $213.23
Common Stock to be
issued upon exercise
of A Warrants 1,000,000 $1.50 $1,500,000 $402.00
Common Stock to be
issued upon exercise
of B Warrants 1,000,000 $2.50 $2,500,000 $670.00
Common Stock
underlying Options
held by employees 60,000 $0.50 $30,000 $8.04
--------- ------------- ----------
TOTAL 9,610,100 $6,825,631.20 $1,829.27
----------------------

</TABLE>

(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457. For Common Stock being
sold by Selling Shareholders the estimate was based on our
closing bid price on August 28, 2000, which was $0.312. We may
offer the 5,000,000 shares along with our A Warrants and B
Warrants in Units comprised of 5 shares of Common Stock, 1 A
Warrant and 1 B Warrant although the Warrants would not be
publicly tradeable.

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

The registrant hereby amends this registration statement on such
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.

Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. 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 in which
the offer or sale is not permitted.

<PAGE>

PROPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2000

9,610,100 Shares of Common Stock
INFE.COM, INC.

This prospectus covers a total of 9,610,100 shares of our common
stock. Of this total: (a) 2,610,100 shares are being offered by
selling shareholders, (b) 5,000,000 may be offered by us from time to
time at prices and on terms to be determined by market conditions at
the time we make the offer, (c) 1,000,000 may be issuable upon
exercise of some or all of our A Warrants and (d) 1,000,000 may be
issuable upon exercise of some or all of our B Warrants. We may sell
our 5,000,000 shares along with A Warrants and B Warrants in Units
comprised of 5 shares of Common Stock, 1 A Warrant and 1 B Warrant.

The selling shareholders may sell their shares in one or more
transactions in the over-the-counter market, on the OTC Bulletin Board
or on any other exchange on which our common stock may be listed.
They may also sell in privately negotiated transactions or otherwise,
or a combination of such methods of sale, at market prices prevailing
at the time of sale or prices related to such prevailing market prices
or at negotiated prices. The selling shareholders may sell the shares
to or through broker-dealers, and such broker-dealers may receive
compensation from the selling shareholders and/or purchasers of the
shares for whom they may act as agent (which compensation may be in
excess of customary commissions). The selling shareholders and any
participating broker-dealers may be deemed to be "underwriters" as
defined in the Securities Act of 1933. We cannot estimate at the
present time the amount of commissions or discounts, if any, which
will be paid by the selling shareholders on account of their sales of
the shares from time to time. We will indemnify the selling
shareholders against certain liabilities, including certain
liabilities under the Securities Act. See "Plan of Distribution."

We will not receive any of the proceeds from the sale of stock
sold by our selling shareholders. We intend to use the proceeds from
the sale of any of the shares which we sell for our working capital
and to make additional acquisitions and provide capitalization to
expand our existing subsidiaries, however, there can be no assurance
that we will sell all or any portion of those 5,000,000 shares or that
any of the shares which would be issued upon exercise of the Warrants
or Options will ever be issued. We will pay all expenses of
registration incurred in connection with this offering.

Our common stock is traded on the OTC Bulletin Board under the
trading symbol "INFE". On August 28, 2000, the last sale price of the
Common Stock as reported on the Bulletin Board was $0.312 per share.

________________________

You should carefully consider the Risk Factors beginning on page
5 of this prospectus.
_______________________

You should only rely on the information incorporated by reference
or provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. The
common stock is not being offered in any state where the offer is not
permitted. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the
date on the front of those documents.
_______________________

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

The date of this Prospectus is September 14, 2000

<PAGE> 1

TABLE OF CONTENTS

Page
----
Additional Information 3
Prospectus Summary 4
The Offering 6
Summary Financial Information 7
Risk Factors 9
Price Range of Common Stock 18
Use of Proceeds 19
Determination of Offering Price 19
Dividend Policy 19
Management's Discussion and Analysis of
Financial Condition and Results of Operations 20
Business 25
Management 29
Principal Shareholders 33
Selling Shareholders 34
Certain Transactions 37
Description of Securities 38
Indemnification 40
Shares Eligible for Future Sale 40
Plan of Distribution 41
Legal Matters 42
Experts 42
Where You Can Find More Information 42
Index to Financial Statements F-1

As used in this prospectus, the terms "we," "us," "our," "the
Company," and "INFE" mean Infe.com, Inc., a Florida corporation. The
term "Selling Shareholders" means our shareholders who are offering to
sell their shares of Infe common stock which are being registered
through this prospectus. The term "Common Stock" means our common
stock, par value $0.0001 per share and the term "Shares" means the
9,610,100 shares of Common Stock being offered through this Prospectus.

<PAGE> 2

ADDITIONAL INFORMATION

We have filed a Registration Statement under the Securities Act
with respect to the securities offered hereby with the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. This Prospectus, which is
a part of the Registration Statement, does not contain all of the
information contained in the Registration Statement and the exhibits
and schedules thereto, certain items of which are omitted in accordance
with the rules and regulations of the Commission. For further
information with respect to Infe Com, Inc. and the securities offered
hereby, reference is made to the Registration Statement, including all
exhibits and schedules thereto, which may be inspected and copied at
the public reference facilities maintained by the Commission at 450
Fifth Street, N. W., Room 1024, Washington, D. C. 20549, and at its
Regional Offices located at 7 World Trade Center, New York, New York
10048, and at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 at prescribed rates during regular business
hours. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete, and in
each instance reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each such
statement being qualified in its entirety by such reference. We will
provide, without charge upon oral or written request of any person, a
copy of any information incorporated by reference herein. Such request
should be directed to us at 8000 Towers Crescent Drive, Suite 640,
Vienna, Virginia 22182, Attention: Thomas Richfield, CEO.

We file reports and other information with the Commission. All of
such reports and other information may be inspected and copied at the
Commission's public reference facilities described above. The
Commission maintains a web site that contains reports, proxy and
information statements and other information regarding issuers that
file electronically with the Commission. The address of such site is
http://www.sec.gov. In addition, we intend to make available to our
shareholders annual reports, including audited financial statements,
unaudited quarterly reports and such other reports as we may determine.

Special Note Regarding Forward-Looking Statements
-------------------------------------------------

This memorandum contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially
from those discussed. Important factors that could cause our actual
results to differ materially from projections include, but are not
limited to, those discussed in "Risk Factors" and "Business," as well
as those discussed elsewhere in this memorandum. We are not obligated
to revise or update these forward-looking statements to reflect new
events or circumstances. See "Risks Associated With Forward Looking
Statements."

<PAGE> 3

PROSPECTUS SUMMARY

Because this is a summary, it does not contain all of the
information that may be important to you. You should read the
entire prospectus. You should consider the information set forth
under "Risk Factors" and our financial statements and
accompanying notes that appear elsewhere in this prospectus.

General

INFe.com, Inc. (OTC-BB-INFE), headquartered in Northern Virginia,
provides a one stop shop of core infrastructure services and
access to potential merger partners and funding sources for
emerging growth public and private companies, with a focus on
technology. To provide these services, INFE has formed a group of
regulatory, compliance, financial and management experts that are
made available to its client companies. INFE receives equity
ownership and consulting fees in exchange for its services. INFE
has already accumulated over five million shares of common stock
from current clients who are publicly traded companies.

INFE utilizes its proprietary INFe-Structure? process,
which includes capital formation, accounting, regulatory and
compliance assistance, human resource management, technology
consulting, and investor relations services. The INFe-Structure?
process is designed to act as an ongoing growth accelerator,
offering clients the opportunity to reach corporate milestones at
a more rapid pace. Ongoing services are offered through four
subsidiaries: INFe-Ventures, Inc., INFe-Technologies, Inc., INFe-
Human Resources, Inc. and INFe-Relations, Inc.

INFE also owns IT*CareerNET, a "click and mortar"
information technology recruiting and staffing service,
Placeum.com, an online technology recruiting service, and
ClubComputer.com, an Internet-based business-to-consumer supplier
of computer hardware and software products. INFE has also
recently formed its own investment fund, INFE Angel Fund I LLC,
which will function as a source of investment capital for its
clients.

Our principal office is located at 8000 Towers Crescent
Drive, Suite 640, Vienna, Virginia 22182. (Telephone 703-734-
5650, fax 703-734-9115). We also have offices in Boca Raton,
Florida, Old Hickory, Tennessee and Colorado Springs, Colorado.

INFe-Ventures, Inc.

INFe-Human Resources, Inc.

INFe-Human Resources, Inc. was incorporated to allow us to
provide human resource administrative management (PEO) services,
executive compensation plans and staffing services to client
companies. We expect our services will include establishing
management teams, advisory boards, professional recruiting,
serving as benefits provider and administrator, payroll processor

<PAGE> 4

and personnel manager for our clients. In the past, we have
provided such services to a small number of clients on an
outsourced basis, however our strategy is to grow this subsidiary
by acquisition. We are currently in discussions and negotiations
to acquire a number of PEO companies, and we are in the process
of raising the funds necessary to complete these acquisitions.

INFe-Technologies, Inc.

INFe-Technologies, Inc. was incorporated to allow us to
provide technology due diligence and consulting services
including web integration, web site design, systems
administration and software projects therefore serving as a
technology outsourcing resource to our clients. We also expect to
be able to produce technology research reports for companies,
industry analysts and the investment community. In the past these
services have been provided on an outsourced basis and we are
currently looking to acquire a profitable technology consulting
firm. We are in the process of raising the funds necessary to
complete such an acquisition.

INFe-Relations, Inc.

INFe Angel Fund I, LLC

We have created an angel fund, INFE Angel Fund I, LLC,
which we will manage, which will serve as an angel investor to
INFE qualified clients. This $5 million fund, once funded, will
provide convertible debenture based loans to our clients, to be
used by our clients to pay legal and accounting fees, our
management fees, and generally to accelerate the infrastructure
formation process thereby positioning our clients for the next
stage of their growth including secondary financings.

<PAGE> 5

The Offering

Securities Offered 9,610,100 shares of common stock.
Of this amount, 2,610,100 shares
are being offered by the Selling
Shareholders; 5,000,000 of which
are being offered by us on a "best
efforts" basis from time to time at
prices and on terms to be
determined by market conditions at
the time we make the offer;
1,000,000 of which may be issuable
upon exercise of our A Warrants and
1,000,000 of which may be issuable
upon exercise of our B Warrants.
We may offer the 5,000,000 shares
along with our A Warrants and B
Warrants in Units comprised of 5
shares of Common Stock, 1 A Warrant
and 1 B Warrant although the
Warrants would not be publicly
tradeable. See "Description of
Securities"

Common Stock Outstanding,
before offering (1) 15,354,738
Common Stock Outstanding,
after offering (2) 20,354,738

OTC Bulletin Board Market
Symbol INFE

Use of Proceeds We intend to use the proceeds from
the sale of any of the shares which we
sell for our working capital and to
make additional acquisitions and
provide capitalization to expand our
existing subsidiaries. We will not
receive any proceeds from the sale
of Common Stock by our Selling
Shareholders. See "Use of Proceeds."

Dividend Policy We do not intend to pay dividends on
our Common Stock. We plan to retain
any earnings for use in the operation
of our business and to fund future
growth.

(1) As of August 15, 2000. Does not include shares of
stock which may be sold in the company's presently ongoing
Rule 506 Private Offering.
(2) Does not take into account the potential issuance of
the shares of stock underlying our A Warrants and B
Warrants.

Risk Factors

The securities offered hereby are highly speculative and
very risky. Some of these risk factors follow. Before you buy,
consider the following risk factors and the rest of this
prospectus. Additionally, the risks described below are not the
only ones we face. Additional risks and uncertainties not
presently known to us, that we currently deem immaterial or that
are similar to those faced by other companies in our industry or
business in general, may also impair our business operations.
This prospectus also contains forward looking statements that
involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward looking
statements as a result of certain factors, including the risks

<PAGE> 6

faced by us described below and elsewhere in this prospectus.
Please refer to "Risks Associated with Forward-looking
Statements" on page 12.

Investors should assume that, even if not specifically
stated within this document, if any of the following risks
actually materialize, our business, financial condition or results
of future operations could be materially and adversely affected.
In such case, the trading price of our common stock could decline,
and you may lose all or part of your investment.

<PAGE> 7

Summary Financial Information

The following is a summary of our Financial Statements, which are
included elsewhere in this prospectus. You should read the
following data together with the "Management's Discussion and
Analysis of Financial condition and Results of Operations"
section of this prospectus as well as with our Financial
Statements and the notes therewith.

<TABLE>
<CAPTION>
Six Months Ended
----------------
Nine Months Twelve Months
May 31, Ended Ended
2000 May 31, 2000 May 31, November February 28,
Actual ProForma(1) 1999 30, 1999 1999
------------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenue $ 330,234 $ 330,234 $ 116,220 $ 392,701 $ 57,520
Gross Profit 231,604 $ 231,604 (610) 157,869 29,216
Net Loss $ (1,309,208) $ (1,280,991) $( 368,821) $ (684,691) $ (616,693)
============= ============ ========== =========== ============
Share Data
Net loss per share basic
and diluted $ (0.13) $ (0.12) $ (0.05) $ (0.09) $ (0.09)
============= ============ ========== =========== ============
Weighted average number of common
shares outstanding - basic and
diluted 10,454,449 10,459,440 7,429,430 7,767,629 6,727,763
============= ============ ========== =========== ============

Comprehensive Loss Data:
Other comprehensive loss $ (148,750) $ (148,750) $ - $ - $ -
============= ============ ========== =========== ============

</TABLE>

<TABLE>
<CAPTION>
As of
May 31, As of As of
2000 May 31, 2000 November 30
Actual ProForma(1) 1999
------------ ------------ -----------
<S> <C> <C> <C>
Balance Sheet Data
Cash $ - $ - $ 117,227
Total current assets 2,174,237 2,174,237 200,107
Total assets 3,884,415 2,877,664 293,391
Total current liabilities 612,462 612,462 226,408
Liability for stock to be issued 2,037,331 --0-- 309,280
Capital lease 1,921 1,921 3,978
Stockholders' Equity (Deficiency) 1,232,701 2,263,281 (246,275)

</TABLE>

(1) Reflects adjustments made to purchase price of ClubComputer
and assumed issuance of stock to be issued as of May 31, 2000.

<PAGE> 8

RISK FACTORS

The securities offered are highly speculative. You should purchase
them only if you can afford to lose your entire investment in us. You
should carefully consider the following risk factors, as well as all
other information set forth elsewhere in this prospectus.

Certain important factors may affect our actual results and could
cause those results to differ significantly from any forward-looking
statements made in this prospectus or otherwise made by us or on our
behalf. For this purpose, any statements contained in this prospectus
that are not statements of historical fact should be considered to be
forward-looking statements. Words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the
negatives of those words, identify forward-looking statements. These
statements appear in a number of places in this prospectus and include
statements as to our intent, belief or expectations. These forward-
looking statements are subject to the risks detailed below or
elsewhere in this prospectus, or detailed from time to time in our
filings with the Securities and Exchange Commission. See "Risks
Associated With Forward Looking Statements" on page 12.

We have only a limited operating history with our current business
model.

We were incorporated in 1993, but our efforts in providing full
infrastructure assistance to emerging growth companies dates back only
to 1999. We therefore have only a limited operating history for you to
evaluate our business. No independent market studies have been
conducted concerning the extent to which clients or customers will
request our products or services. You must consider the risks,
expenses and uncertainties that an early stage company like ours
faces. These risks include our ability to:

* Increase awareness of the INFE brand;
* Develop and expand our expertise in offering our services
* Develop and expand our content and services on our websites;
* Attract a large audience to our website and create a robust
database;
* Attract advertisers from a variety of industries for our
websites;
* Maintain our current and develop new strategic relationships;
* Respond effectively to competitive pressures.

If we are unsuccessful in addressing these risks, our business,
financial condition and results of operations will be materially and
adversely affected.

We have a history of operating losses and limited funds.

We have a history of operating losses although we expect this to
change through the execution of our business plan. However, if our
business plan is not fully executed as planned, we may continue to
experience losses as we continue to invest in our core businesses. Our
current financial resources are limited and will be utilized for
execution and expansion of our business plan. Our ability to execute
our business model will depend on our ability to obtain additional
financing and achieve a profitable level of operations. There can be
no assurance that such financing will be obtained. Nor can we give any
assurance that we will generate substantial revenues or that our
business operations will prove to be profitable. Our operations are
subject to all of the risks inherent in the establishment of a new
business, particularly one in the highly competitive industries in
which we are offering services. Our likelihood of success must be
considered in light of our limited financial resources and the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with establishing a new business, including,
without limitation, market acceptance of our services, regulatory
requirements, unanticipated expenses and competition. We don't know if
our business will be successful.

<PAGE> 9

Our future results are unpredictable

As a result of our limited operating history and the
emerging nature of the markets in which we plan to compete, we
are unable to forecast our revenues accurately. We expect to
experience significant fluctuations in our future quarterly
operating results due to a variety of factors, many of which are
outside our control, including (A) demand for our products and
services, (B) introduction or enhancement of products and
services by us and our competitors, (C) market acceptance of any
new products and services by us and our competitors, (D) price
reductions by us or our competitors or changes in how products
and services are priced, (E) the mix of products and services
sold by us and our competitors, (F) costs of litigation, if any,
(G) population growth in the geographical areas covered by the
franchise agreement(s), (H) our ability to attract, train and
retain qualified personnel, (I) the amount and timing of
operating costs and capital expenditures related to expansion of
our business, operations and infrastructure, (J) governmental
regulations, and (K) general economic conditions and economic
conditions specifically related to the construction industry. It
often is difficult to forecast the effect such factors, or any
combination thereof, would have on our results of operations for
any given fiscal quarter. There can be no assurance that we will
be able to achieve projected revenue levels. Based on the
foregoing, we believe that our quarterly revenues, expenses and
operating results could vary significantly in the future.

We will need additional financing for growth.

The growth of our business will require investment on acquisitions,
working capital and capital expenditures and related expenses for
hardware, software, website development, marketing and other expenses.
We may not be able to obtain additional capital or generate sufficient
revenues to fund our operations. Our future capital requirements will
depend upon a number of factors, many of which are not within our
control, including trends or changes in our core services including
management consulting, human resources, technology consulting and
investor public relations. Our ability to sign clients could also be
dependant upon general economic and public market conditions and
competitive conditions. Our ability to grow and maximize revenues from
our databases will be dependant upon market and competitive
conditions. All of these factors can affect our ability to produce
revenues and profits. Although we have recently signed agreements for
additional capital, we are actively pursuing additional financing
sources, and we may not be able to raise such capital.

We are dependent on key personnel and may have difficulty
managing our growth.

Our success will be dependent to a significant degree, upon
the involvement of Thomas Richfield, our CEO and Chairman of the
Board of Directors. It would be difficult for us to find an
adequate replacement for him.

In addition, we will need to rapidly and significantly
expand our operations, including hiring qualified personnel to
address potential market opportunities. This growth will place a
significant strain on our management. Our ability to manage
growth effectively will depend on our ability to improve and
expand our operations, including our financial and management
information systems, and to recruit, train and manage additional
marketing, sales, operations and administrative personnel. There
can be no assurance that controls will be adequate to support our
future operations, that management will be able to identify,
hire, train, retain, motivate and manage required personnel or
that management will be able to manage and exploit existing and
potential market opportunities successfully. The competition for
such persons is intense and there are no assurances that these
individuals will be available to us. If we are unable to manage
growth effectively or hire necessary personnel, our business
could be materially damaged.

<PAGE> 10

Your ownership will be diluted.

The offering price per share is substantially in excess of the
net tangible book value of our common stock. You will experience
immediate and substantial dilution in the net tangible book value of
your investment. In addition, the issuance of securities pursuant to
our stock option plan or otherwise may also dilute your ownership
interest. See "Dilution."

We must maintain and grow our itcareernet.com, placeum.com and
clubcomputer.com brands.

We must develop and strengthen our itcareernet.com, placeum.com and
clubcomputer.com brands in order to establish a significant enough
database and clientele base to sustain the businesses. For us to be
successful in establishing our brands, consumers must perceive us as
offering quality, cost-effective products, services and content. Our
business could be materially adversely affected if our marketing
efforts are not productive, or if we cannot increase our brand
awareness.

Our quarterly financial results may fluctuate significantly.

Our quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, some of which are outside
our control. These factors include:

* Our ability to sign clients and receive payment;
* The stock price liquidity of the stock and warrants we receive as
compensation;
* General economic and market conditions;
* Our ability to acquire and maintain profitable human resource
companies, including the number of companies we can sign up, our
ability to retain them as clients, and our ability to operate
efficiently and profitably;
* Our ability to acquire and maintain profitable technology
consulting companies including the number of companies we can sign
up, our ability to retain them as clients, and our ability to
operate efficiently and profitably;
* Our ability to establish and maintain a profitable investor public
relations subsidiary;
* The amount and timing of capital expenditures and other costs
related to the expansion of our operations;
* The introduction of new products or services by us or our
competitors;
* Pricing changes in the industry;
* New government regulations that affect business on the Internet,
or in the employment or management consulting arenas;
* General economic conditions.

Due to all of these factors, our quarterly operating results may
fall below market expectations. If this happens, the trading price of
our common stock would likely decline, perhaps significantly.

We face intense internet competition.

The market for internet services and products is relatively new,
intensely competitive and rapidly changing. Since the internet's
commercialization in the early 1990's, the number of websites on the
internet competing for users' attention has proliferated with
relatively low barriers to entry. We expect that competition will
continue to intensify. We compete, directly and indirectly, for
subscribers, consumers, content and service providers, advertisers,
sponsors and acquisition candidates with the following categories of
companies:

* Online career recruiting, placement, and computer sales services;
* Offline recruiting and placement companies, especially those
targeted to information technology (IT) personnel, many of which
have already established web presences;
* Online and offline companies that sell computer supplies;
* Public sector and non-profit websites that provide information
without advertising or commercial sponsorships;

<PAGE> 11

We expect competition in our market to increase significantly as
new companies enter the market and current competitors expand their
product lines and services. Many of these potential competitors are
likely to enjoy substantial competitive advantages, including:

* Greater financial, technical and marketing resources that
can be devoted to the development, promotion and sale of
their services;
* Relatively easy access to capital;
* Longer operating histories;
* Greater name recognition;
* Larger subscriber bases; and
* Association or ownership by large entertainment, news or
information corporations.

To be competitive, we must use leading technologies, enhance our
services and content, develop new technologies and respond to
technological advances and emerging industry standards on a timely and
cost-effective basis. We believe that there are many websites that
provide much of the same substantive services that we provide on our
website and others could easily develop such capabilities. There can
be no assurances that we will be successful in using new technologies
effectively or adapting our website to user requirements or emerging
industry standards. Any pricing pressures, reduced margins or loss of
market share resulting from our failure to compete effectively would
materially adversely affect our business, financial condition and
operating results.

We may be dependent on our ability to attract internet advertisers.

We expect to generate revenues from the sale of advertising on our
websites, however, we have not earned any significant advertising
revenues to date. We may not be able to generate significant
advertising revenues in the future. Our ability to generate
advertising revenue will depend on, among other factors:

* The amount of traffic on, and the number of subscribers to,
our website; and
* Our ability to achieve and demonstrate user and member
demographic characteristics that are attractive to
advertisers.

Advertisers will want accurate measures of demographics of our
subscriber base. We will need to demonstrate to advertisers the
demographics of our users so that we can set advertising rates. We are
unable to predict our revenues from advertising until we have data on
our subscribers and their use of our website.

We may not be able to recognize reciprocal advertising agreements as
revenue.

We expect to derive a portion of our revenues from reciprocal
advertising arrangements under which we will exchange advertising
space on our website for advertising space on other websites. These
will not generate cash flow and there can be no assurances that we
will be able to recognize these arrangements as revenue.

Revenues derived from stock positions may not generate cash flows.

We expect to derive a portion of our revenues from strategic joint
venture or partnership agreements under which we have and expect to
continue to receive stock, options and warrants in lieu of or in
addition to cash. There is no guarantee that the stock we receive will
have value or can be liquidated for cash by us in the time frame we
would like.

Our business and growth will suffer if we are unable to hire and
retain key personnel that are in high demand.

<PAGE> 12

We depend on the services of our senior management. Our growth and
success is in good part dependent on our ability to hire highly
qualified managerial, sales and operational personnel. These
individuals are in high demand and we may not be able to attract the
staff we need. In addition, the loss of the services of any of our
senior management could have a material adverse effect on our
business, financial condition and operating results.

Our joint ventures, acquisitions and alliances may strain our
managerial, operational and financial resources and may be disruptive
to our business.

We have established alliances or joint ventures with complementary
businesses for the utilization of technologies, services and products
and intend to continue these efforts in the future; however, we may be
unable to integrate or implement these joint ventures or alliances
effectively. We are also in discussions and negotiations to complete a
number of strategic business acquisitions. Difficulties in this
process could disrupt our ongoing business, distract our management
and employees, increase our expenses and otherwise adversely affect
our business.

Financing for future joint ventures, acquisitions or alliances may not
be available.

We do not know if we will be able to identify any future joint
ventures, acquisitions or alliances or if we will be able to
successfully finance these transactions. To finance these
transactions, it may be necessary for us to raise additional funds
through public or private financings, which may not be available on
acceptable terms, if at all. A failure to identify or finance future
transactions may impair our growth.

We may not be able to compete effectively.

There are a variety of companies that offer services equal to or
competitive with the services that we offer. Competition for clients,
customers, visitors, advertisers and electronic commerce partners is
intense and is expected to increase significantly in the future.
Increased competition could result in:

* Lower advertising rates;
* Price reductions and lower profit margins;
* Loss of visitors;
* Less members;
* Less clients;
* Reduced page views; or
* Loss of market share.

In addition, our competitors may develop content, products or
services that are better than ours or that achieve greater market
acceptance. It is also possible that new competitors may emerge and
acquire significant market share. Any one of these factors could
materially and adversely affect our business, financial condition and
operating results.

We face potential liability claims from the offering of business,
human resources, technology and investor relations services.

We currently offer and intend to continue to offer business
consulting services, human resource services, technology consulting
services and investor relations services, both offline and online. We
face the risk that claims may be made against us for losses or
damages, perceived or real, which could adversely affect our business.

Although we carry general liability insurance, our insurance may
not cover potential claims of this type or may not be adequate to
cover all costs incurred in defense of potential claims or to
indemnify us for all liability that may be imposed. Any costs or
imposition of liability that is not covered by insurance or in excess

<PAGE> 13

of insurance coverage could have a material adverse effect on our
business, financial condition and operating results.

Computer viruses may cause our systems to incur delays or
interruptions and may adversely affect our business.

Computer viruses may cause our systems to incur delays or other
service interruptions. In addition, the inadvertent transmission of
computer viruses could expose us to a material risk of loss or
litigation and possible liability. Moreover, if a computer virus
affecting our system is highly publicized, our reputation could be
materially damaged and our visitor traffic may decrease.

We will have to protect against internet security risks.

Our activities may involve the storage and transmission of
proprietary information such as credit card numbers and databases.
Security breaches in our system could expose us to a risk of loss,
litigation and possible liability. Our security measures may not
prevent security breaches and the failure to prevent such security
breaches may have a material adverse effect on our business, financial
condition and operating results.

In addition, we rely on third party companies for some of the
Internet products and services we supply. We depend on the ability of
these providers to continue to provide their services and to
continually upgrade their offerings and pricing models in response to
subscriber and consumer demand and evolving industry trends. The
failure by these parties to so respond could result in subscriber and
consumer dissatisfaction, could inhibit our ability to add subscribers
and consumers and could dilute our brand name, each of which could
have a material adverse effect on our business, financial condition
and operating results.

We may experience system failures.

We rely on third parties to provide portions of our network
infrastructure such as hosting. Any significant interruptions in our
services or an increase in response time could result in a loss of
potential or existing strategic partners, advertisers and sponsors
and, if sustained or repeated, could reduce the attractiveness of our
website to them. Although we maintain insurance, we cannot guarantee
that our insurance will be adequate to compensate for all losses that
may occur or to provide for costs associated with business
interruptions.

We must be able to operate our website 24 hours a day, seven days a
week, without interruption. To operate without interruption, we and
our service providers must guard against:

* Damage from fire, power loss and other natural disasters;
* Communications failures;
* Software and hardware errors, failures or crashes;
* Security breaches, computer viruses and similar disruptive
problems; and
* Other potential interruptions.

Failure to adequately address any of these issues could materially
adversely affect our business.

We could be subject to sales or other taxes.

The tax treatment of the Internet and e-commerce is currently
unsettled. A number of proposals have been made at the federal, state
and local levels and by certain foreign governments that could result
in taxes being imposed on the sale of goods and services and certain
other activities through the internet. A recently enacted law places a
temporary moratorium on certain types of taxation on Internet
commerce. We cannot predict the effect of current attempts at taxing
or regulating commerce over the Internet. Any legislation that imposes

<PAGE> 14

a tax on Internet commerce could have a material adverse effect on our
business, financial condition and operating results.

Our stock price may be volatile.

The average daily trading volume for our common stock during the
90-day period ending July 31, 2000 was 37,991 shares. As a result of
this and other factors, the price at which our common stock trades is
highly volatile and may fluctuate substantially.

The stock market experiences volatility that affects the market
prices of equity securities of technology companies generally and
internet-related companies in particular. This volatility includes
rapid and significant increases in the trading prices of certain
internet companies following public offerings to levels that do not
bear any reasonable relationship to the operating performance of such
companies. These fluctuations may materially Affect the trading price
of our common stock. In the past, following periods of volatility in
the market price for a company's securities, shareholders have often
instituted securities class action litigation. Litigation could result
in substantial costs and the diversion of management's attention and
resources, which could have a material adverse effect on our business,
financial condition and results of operations.

We may be subject to claims based on products and service sold on our
channel or website.

We have entered into arrangements to offer third-party products and
services on our websites under which we are entitled to receive a
share of revenues generated from these transactions. These
arrangements may subject us to additional claims including product
liability or personal injury from the products and services, even if
we do not ourselves provide the products or services. These may
require us to incur significant expenses in their defense or
satisfaction. While our agreements with these parties often provide
that we will be indemnified against such liabilities, such
indemnification may not be adequate.

Although we carry general liability insurance, our insurance may
not cover all potential claims to which we are exposed or may not be
adequate to indemnify us for all liability that may be imposed. Any
imposition of liability that is not covered by insurance or is in
excess of insurance coverage could have a material adverse effect on
our business, financial condition and results of operations.

Our present management has the voting power to control our affairs.

As of the date of this prospectus, our officers and directors own
approximately 11.90% of our outstanding common stock. Consequently,
these individuals are in a position to greatly influence matters
submitted for shareholder votes and to exercise control over our
affairs generally.

Future sales of common stock could depress the price of our common
stock.

Future sales of substantial amounts of common stock pursuant to
rule 144 under the securities act of 1933 or otherwise by certain
shareholders could have a material adverse impact on the market price
for the common stock at the time. There are presently 9,862,751
outstanding shares of our common stock beneficially held by management
and other shareholders that are deemed "restricted securities" as
defined by rule 144 under the securities act. Under certain
circumstances, these shares may be sold without registration pursuant
to the provisions of rule 144. In general, under rule 144, a person
(or persons whose shares are aggregated) who has satisfied a one-year
holding period may, under certain circumstances, sell within any
three-month period a number of restricted securities which does not
exceed the greater of one (1%) percent of the shares outstanding or
the average weekly trading volume during the four calendar weeks
preceding the notice of sale required by rule 144. In addition, rule
144 permits, under certain circumstances, the sale of restricted
securities without any quantity limitations by a person who is not an

<PAGE> 15

affiliate of ours and has satisfied a two-year holding period. Any
sales of shares by shareholders pursuant to rule 144 may have a
depressive effect on the price of our common stock.

Authorization of preferred stock could affect the voting power of
holders of our common stock.

Our articles of incorporation authorize us to issue 20,000,000
shares of "blank check" preferred stock with such designations, rights
and preferences as may be determined from time to time by our board of
directors. Accordingly, our board of directors is empowered, without
stockholder approval (but subject to applicable government regulatory
restrictions), to issue preferred stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of our common stock. In
the event of issuance, the preferred stock could be used, under
certain circumstances, as a method of discouraging, delaying or
preventing a change in our control.

We could be classified as a rule 40 investment bank

We do not believe that we currently meet the requirements of an
investment bank as specified in Rule 40 of the SEC. However, if the
SEC rules that we do, this will require additional work and costs and
could interfere with the structure of our agreements in our INFe-
Ventures divisions.

Risks Associated with Forward-looking Statements

This Prospectus contains certain forward-looking statements
regarding management's plans and objectives for future operations,
including plans and objectives relating to our planned marketing
efforts and future economic performance. The forward-looking
statements and associated risks set forth in this Prospectus
include or relate to: (i) our ability to obtain a meaningful
degree of consumer acceptance for our services now and in the
future, (ii) our ability to market our services on a national
basis at competitive prices now and in the future, (iii) our
ability to develop brand-name recognition for our services now and
in the future, (iv) our ability to develop and maintain an
effective sales network, (v) our success in forecasting demand for
our services now and in the future, (vi) our ability to maintain
pricing and thereby maintain adequate profit margins, (vii) our
ability to achieve adequate intellectual property protection and
(viii) our ability to obtain and retain sufficient capital for
future operations.

The forward-looking statements herein are based on current
expectations that involve a number of risks and uncertainties.
Such forward-looking statements are based on assumptions that we
will market and provide services on a timely basis, that we will
retain our customers, that there will be no material adverse
competitive or technological change in conditions in our business,
that demand for our services will significantly increase, that our
President will remain employed as such, that our forecasts
accurately anticipate market demand, and that there will be no
material adverse change in our operations or business or in
governmental regulations affecting us or our suppliers. The
foregoing assumptions are based on judgments with respect to,
among other things, future economic, competitive and market
conditions, and future business decisions, all of which are
difficult or impossible to predict accurately and many of which
are beyond our control. Accordingly, although we believe that the
assumptions underlying the forward-looking statements are
reasonable, any such assumption could prove to be inaccurate and
therefore there can be no assurance that the results contemplated
in forward-looking statements will be realized. In addition, as
disclosed elsewhere in the "Risk Factors" section of this
Prospectus, there are a number of other risks inherent in our
business and operations that could cause our operating results to
vary markedly and adversely from prior results or the results
contemplated by the forward-looking statements. Growth in
absolute and relative amounts of cost of revenues and operating
expenses or the occurrence of extraordinary events could cause
actual results to vary materially from the results contemplated by
the forward-looking statements. Management decisions, including
budgeting, are subjective in many respects and periodic revisions
must be made to reflect actual conditions and business
developments, the impact of which may cause us to alter marketing,
capital investment and other expenditures, which may also

<PAGE> 16

materially adversely affect our results of operations. In light
of significant uncertainties inherent in the forward-looking
information included in this Prospectus, the inclusion of such
information should not be regarded as a representation by us or
any other person that our objectives or plans will be achieved.
See "Management's Discussion and Analysis" and "Business."

<PAGE> 17

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the OTC Bulletin Board under
the symbol "INFE

The following table sets forth the range of high and low
sales prices for our common stock for each quarterly period
indicated, as reported by the OTC Bulletin Board. Such
quotations reflect inter-dealer prices without retail markup,
markdown or commissions, and may not necessarily represent actual
transactions:

Common Stock
----------------------
Quarter Ended High Low
------------- ------ ------

May 31, 2000 $3.500 $0.563
February 28, 2000 1.750 0.406

November 30, 1999 $0.938 $0.313
August 31, 1999 0.625 0.266
May 31, 1999 1.500 0.375

February 28, 1999 $0.844 $0.250
November 30, 1998 1.453 0.281
August 31, 1998 4.641 0.438
May 31, 1998 4.125 0.094

As of August 15, 2000, the approximate number of record holders
of our common stock was 1,817.

<PAGE> 18

USE OF PROCEEDS

We will not receive any proceeds from the sale of securities
being offered by our Selling Shareholders. We intend to use the
proceeds from the sale of any of the 5,000,000 shares that we are
able to sell for our working capital and to make additional
acquisitions and provide capitalization to expand our existing
subsidiaries, however, there can be no assurance that we will
sell all or any portion of those 5,000,000 shares. If all of the
5,000,000 shares of Common Stock offered by us are purchased at
$0.40, we will receive as much as $2,000,000.

We expect to incur expenses of approximately $47,300 in
connection with the registration of the shares.

DETERMINATION OF OFFERING PRICE

The price at which the shares may actually be sold will be
determined by the market price of the common stock as of the date
of sale. We may offer the shares at no more than a 25% discount
to the closing bid price on the day prior to the sale. We may
offer the Shares in Units comprised of: (a) five shares of stock,
(b) one A Warrant and (c) one B Warrant. In cases where we sell
the Shares as part of a Unit, we anticipate that the price paid
per Share will be at least equal to the closing bid price on the
day prior to the sale. However, no assurance can be given that we
will be able to sell the Shares at any price.

DIVIDEND POLICY

It is our present policy not to pay cash dividends and to
retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon the amount of
funds legally available, our earnings, financial condition,
capital requirements and other factors that the Board of
Directors may think are relevant.

<PAGE> 19

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

The following is a discussion of our results of operations
and our liquidity and capital resources. To the extent that such
analysis contains statements that are not of a historical nature,
such statements are forward-looking statements, which involve
risks and uncertainties. See "Risks Associated With Forward
Looking statements". The following should be read in conjunction
with our Financial Statements and the related Notes included
elsewhere in this Prospectus.

Results of Operations

Six Months Ended May 31, 2000 as Compared to Six Months Ended May
31, 1999

Revenues for the six months ended May 31, 2000 increased
$214,014, or 184%, to $330,234 from $116,220 for the six months
ended May 31, 1999. The increase was largely attributable to an
increase of $194,350 in revenues for management consulting
services. We believe that our operating divisions will continue
to develop revenues. We also expect to acquire a professional
employer organization, "PEO", during this fiscal year to provide
additional revenue sources. Any proposed acquisitions remain
subject to customary closing conditions, including regulatory
approval and target company stockholder approval. Therefore, as a
result of both increased revenues by existing divisions, and
revenues from new acquisitions, we expect to report future
revenue growth.

Cost of revenues decreased $18,200 or 16%, to $98,630 in
the six months ended May 31, 2000 from $116,830 for the
corresponding period in fiscal 1999. The cost of revenues
decreased primarily as a result of our increased focus on
improving margin percentages.

Operating expenses increased $1,046,761, or 286%, to
$1,412,884 for the six months ended May 31, 2000, from $366,123
for the period ended May 31, 1999. This increase in operating
expenses is primarily a result of expanding the Company's
management team in preparation for future growth. These expenses
consist primarily of compensation, rent and professional services
fees.

Depreciation and amortization increased $49,632, to $53,841
for the six months ended May 31, 2000, from $4,209 for the period
ended May 31, 1999. This increase is due to the amortization of
the assets purchased from ClubComputer.com in the prior quarter.

Realized loss on investments increased $14,998, to $14,998
for the six months ended May 31, 2000 from $0 for the period
ended May 31, 1999. The increase in this account is due to the
sale of certain marketable securities below the original cost.

Unrealized loss on investments increased $39,495, to
$39,495 for the six months ended May 31, 2000, from $0 for the
period ended May 31, 1999. The increase in this account is due
to a temporary decline, in our opinion, in the market value of
certain marketable securities.

Interest expense for the six months ended May 31, 2000 was
$21,989, and $286 for the six months ended May 31, 1999. This
increase is due primarily to interest costs associated with the
purchase of ClubComputer.com.

Nine Months Ended November 30, 1999 as Compared to Year Ended
February 28, 1999.

In January 1998, we began operations of IT*CareerNET.com as
an Internet recruiting and IT staffing service. This operation
generated all the revenues in the fiscal year ended February 28,

<PAGE> 20

1999 and substantially all the revenues generated in the nine
month period ended November 30, 1999. This division is expected
to increase its revenues through both: (1) internal growth of the
Internet recruiting business which generates revenues from search
and placement fees paid by client companies, from planned career
management fees from individual subscribers, and from affinity
programs, and;(2) through acquisitions of IT staffing companies.
Predicated upon obtaining the necessary financing and capital
investments, we project revenues over the next twelve months to
increase dramatically, primarily due to the acquisition based
strategy of IT staffing companies and through significant planned
investments made in staffing and enhancing our Internet based
recruiting product and service--both of which are key assumptions
used to project future years growth for this division.

In September 1999, we began implementing our strategy to
transition ourselves into an Internet infrastructure company by
identifying three key business activities and structuring them
into three operating divisions, INFe-Ventures, INFe-Technologies,
and INFe- Human Resources.

The INFe-Ventures division generated its first revenues in
the last three months of the nine month period ended November 30,
1999. These revenues were generated through our corporate
venture consulting services. This division is expected to grow
substantially as its cadre of consulting financial professionals
graduate from planned training programs and begin selling the
Venture products and services to clients. As we have not yet
offered the planned training programs and due to market
fluctuations regarding investments in start-up technology
companies, it is difficult to project the revenues expected from
the INFe-Ventures Division.

The INFe-Human Resources division has generated no revenue
through the nine month period ended November 30, 1999, but is
expected to generate its first revenue stream by the end of the
first quarter ending February 28, 2000. The initial revenue
streams are expected to be derived from a partnering program,
which allows us to resell outsourced human resource services
(professional employer organization, "PEO", services) to our
client base, however, we do not expect to have a substantial
revenue stream from these activities. We project the majority of
the revenue growth in this division to come from acquisitions of
PEO companies. The first of these planned PEO acquisitions are
expected to take place during the next year.

In addition to the three established divisions discussed
above, we intend to establish a fourth division, INFe-
Technologies, at some time in the future. This division will
serve as a technology/software analysis and development arm to
us.

Net operating loss

We have accumulated approximately $933,000 unused net
operating loss carry-forwards as of November 30, 1999 which may
be offset against taxable income in future years. The use of
these losses to reduce income taxes will depend on the generation
of sufficient taxable income prior to the expiration of the net
operating loss carry- forwards. The carry-forwards will begin to
expire in the year 2008 through the year 2019. No tax benefit
has been recorded for the tax year ended February 28, 1999 and
the nine months ended November 30, 1999. Certain tax returns have
not been filed since February 28, 1995 and therefore net
operating loss and contribution carry-forwards may not be
available.

Liquidity and Capital Resources

Nine Months Ended November 30, 1999 as Compared to Year Ended
February 28, 1999.

To date, we have funded our growth and operations through sales
of our stock pursuant to offerings in accordance with SEC
Regulation D, Rule 504, as well as Rule 506 offerings, through
issuance of our stock in lieu of cash compensation, a small bank
loan and limited sales activity.

<PAGE> 21

For the nine months ended November 30, 1999, cash provided by
financing activities was $311,799, as compared to $5,613 for the
twelve months ended February 28, 1999. The cash provided by
financing activities for the nine months ended November 30, 1999
came from the sale of our common stocks for a net cash proceeds
of approximately $305,000, a bank line of credit of $45,000 and a
loan of approximately $12,000 from our President. We used
$50,000 of the proceeds to purchase a certificate of deposit.
During the twelve months ended February 28, 1999, the cash
provided by financing activities consisted of a small loan from
our President.

During the nine months ended November 30, 1999, net cash provided
by investing activities was $4,049, compared to $169,427 during
the twelve months ended February 28, 1999. During the nine
months ended November 30, 1999, we received payments of $25,000
from issuance of a note receivable. This amount was used to
purchase property and equipment for approximately $10,620, and
make small payments for security deposits, capital lease and
software development costs. During the twelve months ended
February 28, 1999, we received payments of $227,000 on a note
receivable, we used approximately $6,000 to purchase property and
equipment and we invested $51,681 in software development costs.

During the nine months ended November 30, 1999, cash used in
operating activities was $198,621, compared to $175,040 during
the twelve months ended February 28, 1999. The cash used during
the nine months ended November 30, 1999 was attributable to net
losses of $684,691, offset in part by stock issued in lieu of
cash for professional services of approximately $479,532. During
the twelve months ended February 28, 1999, the cash used was
attributable to net losses of $616,693, partly offset by stock
issued in lieu of cash for professional services of approximately
$363,889.

Six Months Ended May 31, 2000 as Compared to Six Months Ended May
31, 1999

Net cash provided by financing activities was $608,503 for the
six months ended May 31, 2000, compared to $35,776 during the six
months ended May 31, 1999. During 2000, the cash provided by
financing activities came from sale of our common stock for
approximately $666,000 compared to $15,000 in 1999. During 1999,
we borrowed $20,107 from our President and during 2000, we repaid
him $40,266.

During 2000, net cash used in investing activities amounted to
$195,056, compared to net cash provided by investing activities
of $66,070 during 1998. During 1999, we purchased investments
for $363,3000 and sold investments at $263,098. We also
purchased property and equipment for $12,310, and issued a note
receivable of $75,000. During 1999, most of the cash provided by
investing activities came from issuance of a note receivable for
$69,438.

Cash used in operating activities in 2000 was $530,674, compared
to $105,932 in 1999. During 2000, the cash used in operating
activities was due to net losses of $1,309,208 and to stock to be
received in lieu of cash for services rendered of $514,038. These
were offset mostly by stock issued and to be issued in lieu of
cash for professional services rendered of approximately
$829,616, depreciation and amortization of $53,841, and deferred
revenue of $394,688. During 1999, the cash used in operating
activities was due to net losses of $368,821, partly offset by
stock to be issued in lieu of cash for professional services
rendered of $234,072.

Accumulated Deficit and Management Plan

As of May 31, 2000, accumulated deficit amounted to $2,783,482.
Operating losses for the six months ended May 31, 2000 was
$1,309,208 compared to $368,821 during the six months ended May
31, 2000. Approximately $382,000 of the losses for the six
months ended May 31, 2000 were due to non-recurring expenses in
connection with issuance of our stock to various consultants

<PAGE> 22

which we no longer utilize. We also have deferred fees from
certain of our clients since we have not yet received our shares
from them. In addition, much of the public company common stock
of our clients that we have received in fees is not yet available
for sale. Some of the stock contains demand registration rights,
some piggy-back registration, and in either case, all of the
stock becomes available for sale after we have owned the stock
for more than one year, as described in Rule 144 of the SEC code.
We have valued this stock at a discount due to those
restrictions. Once the stock becomes free trading, we may
realize additional revenue if it increases in value and we decide
to sell it.

We have formulated, and we are in the process of implementing a
business plan intended to develop new and increased revenues and
gross profit in all of our areas of operation. This plan
includes the following:

* Signing new clients for our INFe-Ventures, Inc.
subsidiaries, including those for whom we do not have to
defer our fees;
* Completing the acquisition of a Professional Employer
Organization for our human resources subsidiary, INFe-Human
Resources, Inc;
* Adding sales staff to our ITCareerNet.com and Placeum
operations; and
* Working on bringing additional financing into the company
which will allow for a great sales effort and for making
additional acquisitions for the human resources subsidiary.

We have commenced sales efforts for our ClubComputer.com
operations and for our investor public relations services,
including our core television program for our INFe-Relations,
Inc. subsidiary.

Year 2000 Compliance

We did not experience any problems related to the year 2000
issues. We believe that our preparations were adequate and we do
not anticipate any problems.

Inflation

In the opinion of management, inflation will not have a
material effect on the operations of the Company.

Recent Accounting Pronouncements

SFAS No. 130, "Reporting Comprehensive Income",
establishes standards for reporting and displaying comprehensive
income, its components and accumulated balances. SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information," establishes standards for reporting information
about operating segments in annual financial statements and
requires reporting of selected information about operating
segments in interim financial reports issued to shareholders. It
also establishes standards for related disclosures about products
and services, geographic areas and major customers. We adopted
these new accounting standards in 1998.

SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS 137, establishes
accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. SFAS No.
133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows
a derivative's gains and losses to offset related results on the
hedged item in the income statement, and requires that a company

<PAGE> 23

formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.

SFAS No. 133 is effective for fiscal years beginning
after June 15, 2000. A company may also implement the provisions
of SFAS No. 133 as of the beginning of any fiscal quarter
commencing June 16, 1998 and thereafter. SFAS No. 133 cannot be
applied retroactively. SFAS No. 133 must be applied to (a)
derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or
substantively modified after December 31, 1997 (and, at the
Company's election, before January 1, 1998). We have not entered
into derivatives contracts to hedge existing risks or for
speculative purposes. Accordingly, we do not expect the adoption
of the new standard to affect our financial statements.

In March 1998, the Accounting Standards Executive
Committee issued Statement of Position ("SOP") 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use." SOP 98-1 requires all costs related to the
development of internal use software other than those incurred
during the application development stage to be expensed as
incurred. Costs incurred during the application development stage
are required to be capitalized and amortized over the estimated
useful life of the software. SOP 98-1 was adopted by the Company
on January 1, 1999 and did not have a material effect on the
Company's financial position or results of operations.

<PAGE> 24

BUSINESS

General

INFe.com, Inc. (OTC-BB-INFE), was incorporated on February
1, 1993, is headquartered in Northern Virginia, and provides a
one stop shop of core infrastructure services and access to
potential merger partners and funding sources for emerging growth
public and private companies, with a focus on technology. To
provide these services, INFE has formed a group of regulatory,
compliance, financial and management experts that are made
available to its client companies. INFE receives equity
ownership and consulting fees in exchange for its services. INFE
has already accumulated over five million shares of common stock
from current clients who are publicly traded companies.

INFE utilizes its proprietary INFe-Structure? process,
which includes capital formation, accounting, regulatory and
compliance assistance, human resource management, technology
consulting, and investor relations services. The INFe-Structure?
process is designed to act as an ongoing growth accelerator,
offering clients the opportunity to reach corporate milestones at
a more rapid pace. Ongoing services are offered through four
subsidiaries which we incorporated in March 2000: INFe-Ventures,
Inc., INFe-Technologies, Inc., INFe-Human Resources, Inc. and
INFe-Relations, Inc.

INFE also owns IT*CareerNET, a "click and mortar"
information technology recruiting and staffing service,
Placeum.com, an online technology recruiting service, and
ClubComputer.com, an Internet-based business-to-consumer supplier
of computer hardware and software products. INFE has also
recently formed its own investment fund, INFE Angel Fund I LLC,
which, once funded, will function as a source of investment
capital for its clients.

INFe-Ventures Division

The INFe-Ventures division was established to provide
financial and business consulting services for our clients. The
services we offer and are currently providing our clients include
due diligence, capital sourcing, accounting guidance, mergers &
acquisition, and strategic business planning for each client. Our
involvement with key structural elements of a company's success
allows us to maximize the potential for our clients and
ourselves. In turn for these services, we generally receive fees
and equity in the form of stock and warrants. We currently have
several companies, both private and public, under contract and
have accumulated a portfolio of stock assets. It is our
intention, as our portfolio of shares grows, to manage the
portfolio to maximize value for ourselves and our shareholders.

INFe-Human Resources Division

INFe-Human Resources, Inc. was incorporated to allow us to
provide human resource administrative management, which is also
referred to as a professional employer organization (PEO),
services, executive compensation plans and staffing services to
client companies. We expect our services will include
establishing management teams, advisory boards, professional
recruiting, serving as benefits provider and administrator,
payroll processor and personnel manager for our clients. In the
past, we have provided such services to a small number of clients
on an outsourced basis, however our strategy is to grow this
subsidiary by acquisition. We are currently in discussions and
negotiations to acquire a number of PEO companies, and this
private placement is being made partially in order to raise funds
to complete some of these acquisitions. Once these acquisitions
are completed, we plan on operating IT*CareerNET.com as a
subsidiary of this division.

<PAGE> 25

INFe-Technologies Division

INFe-Technologies, Inc. was incorporated to allow us to
provide technology due diligence and consulting services
including web integration, web site design, systems
administration and software projects therefore serving as a
technology outsourcing resource to our clients. We also expect to
be able to produce technology research reports for companies,
industry analysts and the investment community. In the past these
services have been provided on an outsourced basis and we are
currently looking for to acquire a profitable technology
consulting firm, We are in the process of raising the funds
necessary to complete an acquisition.

INFe-Relations Division

INFe-Relations, Inc. was incorporated to allow us to
provide investor and public relations services to our clients. As
part of these services, we plan to operate a cable television
program profiling emerging growth companies. It is our
expectation that this programming, once launched, will be
broadcast into millions of homes, video streamed to each client
web site as well as archived on INFE's home page. We will also
distribute our clients' information to INFE subscribing investors
via a INFe-Relations web site that we will either purchase or
develop. We have signed an agreement with BC Pictures, an Emmy
Award winning production company, for the development and
production of the programming.

INFE Angel Fund

We have created an angel fund, INFE Angel Fund I, LLC, to
be managed by INFE, which will serve as an angel investor to INFE
qualified clients. This $5 million fund, once funded, will
provide convertible debenture based loans to our clients, to be
used by our clients to pay legal, accounting fees, our management
fees, and generally to accelerate the infrastructure formation
process thereby positioning our clients for the next stage of
their growth including secondary financings.

The Market

The new economy, spawned by the dominance of technology and
the growth of the Internet, has created a proliferation of
emerging technology companies which have revolutionized the way
businesses operate. We have recognized that these trends have
given rise to young emerging companies with strong technology or
E-commerce offerings, but which often lack some combination of
capital, professional management or other operating
infrastructure needs. It is our plan to fill this gap by
delivering a one stop shop for equity financing and key operating
services. We believe we offer emerging companies an efficient and
cost effective method to allow them to take full advantage of the
new economy.

With these economic factors shaping the technology
marketplace of the future, emerging technology companies are all
competing for the same investor dollars. Those that expected to
go public are finding that Initial Public Offerings (IPO's) are
no longer as attractive or easy as they were in the earlier
growth period of the Internet. Companies looking for venture
capital are finding the competition fierce and the cost of money
severe. This has created a tremendous opportunity for us to
identify potential emerging growth winners and assist them,
building capital and infrastructure or merging them into existing
public or private companies.

We generally focus on emerging technology public and
private companies that are considered micro-cap in size (a market
capitalization of under $100 million) with sound business
concepts and/or technology, but lacking one or more of the key
elements for growth and success. By focusing on this market, INFE
avoids competing with the large merger and acquisition firms,
investment bankers and venture capitalists that are not attracted
to this marketplace. Comprising this market are many OTC

<PAGE> 26

Bulletin Board companies that have been involved in reverse
mergers only to find they require assistance to meet SEC
compliance requirements, raise capital, or manage the human
resource challenges of growth. With the Securities and Exchange
Commission mandating that OTC Bulletin Board companies become
fully reporting or lose their NASDAQ listing, there is a need for
these companies to quickly and accurately meet SEC compliance
requirements. Lack of full compliance with regulatory bodies will
most often stand in the way of a company's ability to raise
capital. Lack of capital or weak management will prevent a
company from growing and succeeding in the competitive
marketplace. With INFE providing the professional experts and
trading services for equity, INFE can greatly accelerate the
compliance and funding process at an affordable cost to the
client.

Competition

The markets for all of our products and services are highly
competitive. Furthermore, we expect the markets for our products
and services to become increasingly more competitive as more
companies enter them and offer competition in price, support,
additional value added services, and quality, among other
factors.

A number of companies currently offer competitive products
in our target markets. Our INFe-Ventures subsidiary's primary
competitors include both public and private companies engaged in
venture capital financing activities such as NASDAQ-CMGI and
NASDAQ-ICGE as well as the recent growth in venture
capital/investment operations arms of technology companies such
as AT&T, Lucent, Microsoft and EMC among many others. In addition
to having more experience and established track records, the vast
majority of these competitors have larger pools of both
investment capital and skilled employees than we do.

Our INFe-Human Resources subsidiary operates in a very
fragmented market of PEOs with no large dominant market leaders.
The larger PEOs, which are better capitalized than we are,
include Administaff (partially owned by American Express),
Employee Solutions and Vincam Solutions of ADP. In addition to
the relatively large universe of small PEOs, we also compete
against traditional well-capitalized providers of payroll and
human resource services such as ADP, Paychex and Ceridian as well
as accounting software companies that offer out-sourced payroll
services, such as Quick Books, and traditional in-house payroll
operations.

Our IT*CareerNET.com subsidiary faces significant
competition from traditional IT recruiting firms, which have or
are currently developing web-based operations as well as a
significant number of newer, primarily web-based, recruiters such
as CareerBuilder.com, HotJobs.com, ComputerJobs.com, and many
others. On the IT staffing side, IT*CareerNET.com faces
competition from a large number of small technical staffing firms
as well as larger firms such as Analysts International,
Compuware, Computer Horizons and the Big Five consulting arms.
The majority of IT*CareerNET.com's competitors are better
capitalized and have greater market recognition.

Our INFe-Technologies subsidiary will face significant
competition from the wide variety of technology consulting and
development companies that exist. These include both small local
or regional companies as well as nationally known website and e-
commerce development companies such as Razorfish and companies
run by the large consulting and accounting firms.

Our INFe-Relations subsidiary will face competition from
other Investor Relations and Public Relations firms, as well as a
small number of producers of television programs that profile
emerging companies. This is a fragmented marketplace with no
dominant player.

<PAGE> 27

Litigation

As of the date of the prospectus, there is only one pending
legal proceeding against or involving our company. On August 25,
2000 we were served with a lawsuit captioned Venture Consultants,
LLC et al. v Dennis Tracz, et al. We are named as a defendant in
the lawsuit, which was filed in the Circuit Court for Baltimore
City, Maryland. The lawsuit was filed by some of the
shareholders of ClubComputer.com, Inc. and concerns our purchase
of Clubcomputer.com's assets in April 2000. The plaintiffs
objected to the sale of asset and sought monetary damages from
some defendants, but not from us, as well as other relief. We
were named in one count, alleging we knowingly participated in
the misappropriation of a corporate opportunity by Harold Mohn,
Clubcomputer.com's CFO. The plaintiffs have requested the court
to declare that we knowingly participated in this alleged
misappropriation and that the assets should be sold to a third
party in exchange for stock. Plaintiffs also request the court
declare that we acquired its stock in the third party purchaser
as a constructive trustee for the benefit of Clubcomputer.com.
We deny the allegations in the complaint, will defend our
interests in court and believe that we will prevail.

Employees

As of the date of this prospectus we have thirteen full-
time employees. In addition, we utilize a varying number of
independent contractors and one part time employee.

Description of Property

We lease approximately 1700 square feet of general office
space at 8000 Towers Crescent Drive, Suite 640, Vienna Virginia
22182 used as our principal executive offices. The lease has a
one year term that commenced on November 1, 1999 and that
terminates on October 31, 2000 and provides for initial monthly
rents of $4,634 and monthly increases of 3% if the term is
extended. The space houses 4 employees.

We lease approximately 250 square feet of general office
space at 1200 North Federal Highway, Suite 200, Boca Raton
Florida, 33432 which are used as general business offices . The
lease has a term of six months that commenced on April 1, 2000
and that terminates on September 30, 2000 and provides for an
initial monthly rent of $1,800.00 which includes payment for
secretarial and other office administrative expenses and
increases 7% for each six month renewal term should the parties
agree to extend the lease. The space houses one employee and one
consultant.

We lease approximately 1,200 square feet of general office
space at 1415 Robinson Road, Old Hickory, TN 37138 which are used
as general business offices. The lease is on a month to month
basis commencing in March 2000 at a cost of $750 per month. The
space houses 4 employees.

We lease approximately 250 square feet of general
office space at 2 N. Cascade, Suite 1100, Colorado Springs, CO
80903 which are used as general business offices. The lease
had an initial term of approximately three months that commenced
on February 9, 2000 and that terminated on April 30, 2000 and
provided for an initial monthly rent of $175.00. The lease is
now renewed on a month to month basis with the rent being
$177.00. The space houses 1 employee.

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable

<PAGE> 28

MANAGEMENT

Directors and Executive Officers

Our directors, executive officers and key employees are as
follows:

<TABLE>
<CAPTION>
Director
Name Age Position Since
---- --- -------- --------
<S> <C> <C> <C>

Thomas M. Richfield 59 Chairman of the Board, President
And Chief Executive Officer 1995
Gus Mechalas 65 Executive Vice President, Chief
Technology Officer and Director 1995
James Feeney 61 Director 2000
Harold Mohn 37 Chief Financial Officer -
David N. Webster II 38 Corporate Legal Counsel -
Adam Taylor 47 Executive Vice President and Chief
Operating Officer -
Eric R. Majors 30 Vice President, INFe-Technologies, Inc. -
Jeffrey Richfield 36 Vice President, Sales, INFe-Relations, Inc. -

</TABLE>

Each of our directors holds his position until the next
annual meeting of shareholders or until his successor is duly
elected and qualified.

Thomas M. Richfield - Chairman of the Board, President & CEO.
Mr. Richfield, 59, has over twenty-five years experience in
corporate business management, personnel and technical services,
including merger and acquisition, initial public offerings (IPO),
reverse mergers, funding and capital formation. Prior to entering
the Personnel Services Industries, Mr. Richfield was employed by
the IBM and Hewlett Packard Corporations. His early experience
was in computer systems development, sales and marketing. Mr.
Richfield attended the University of Delaware where he studied
business and finance and later attended the Philadelphia
Institute of Technology where he graduated with a major in
Electronics Engineering.

In February of 1995, Mr. Thomas Richfield, became president of a
Delaware company, America's Best Careers, Incorporated. The company
employed a CFO, to whom Mr. Richfield had delegated all accounting
matters. The company ceased doing business in 1996. The state of
Delaware, after conducting an investigation of the facts and
circumstances of the company's failure to file proper unemployment
tax reports, contacted Mr. Richfield, as the statutory person required
to report and cause the company to pay any taxes due. Mr. Richfield,
accepted responsibility for the failure to file the proper returns and
agreed to not only pay the past due taxes, but agreed to enter a plea
to a criminal violation as a result of America's Best Careers,
Incorporated's violations. At the time of the entry of the plea, Mr.
Richfield paid $27,885.00 and became entitled to receive a pardon.

Gus Mechalas - Executive Vice President, Chief Technology Officer
& Director. Mr. Mechalas, 65, has over sixteen years of
management and technical recruiting experience in the computer
industry. Prior to joining The Company he was founder of
Acropolis Services, now ASAP Solutions, Inc., a software
development company, which produced the Company's current
Resumes/ASAP search and retrieval product. Earlier, he was
employed by Unisys Corporation where he was responsible for
developing an HMO system for the health care industry. He has
served in various management and sales positions including
Comserv, as Vice President of Marketing, and Philco-Ford as
Eastern regional Sales Manager of their Computer Services Network
Division. Mr. Mechalas resides in the suburbs of Philadelphia.

<PAGE> 29

James Feeney - Director. Mr. Feeney, 61, is the founder of The
Feeney Group and Vice Chairman of Trone Advertising with offices
in Greensboro, NC and New York City. He had been the President
and Chief Executive Officer of the agency since 1996. Mr.
Feeney's career accomplishments include being the lead member of
the teams at advertising agencies which launched MCI, Winstar,
LCI and PSINet. He was President of the 125 year old Wall Street
agency AFGL where he worked with some of the world's largest
investment banks. He has over 35 years of experience with some of
the country's most celebrated agencies. He began his career as a
writer and has been in senior management positions for the past
20 years. Mr. Feeney, a native New Yorker, has 3 sons and lives
with his wife in the Connecticut River Valley.

Harold Mohn - Chief Financial Officer. Mr. Mohn, 37, serves as
the Chief Financial Officer of INFE and joined the Company in
March 2000 He has over fifteen years of experience in the
accounting, tax and audit in the public accounting fields. He has
also owned and operated a small accounting and tax practice. Mr.
Mohn was a co-founder of ClubComputer.com, a recent acquisition
of INFE. At ClubComputer.com he served as Chief Financial Officer
and director of operations.

David N. Webster II - Corporate Legal Counsel. Mr. Webster,
38, has over eight years experience in corporate, real estate and
litigation. Mr. Webster graduated from the College of William and
Mary at Williamsburg, Virginia in 1985 and received his J.D.
from the Columbus School of Law, Catholic University, Washington,
D.C. in 1989.

Adam Taylor - Executive Vice President, Chief Operating Officer.
Mr. Taylor, 47, joined the company in May 2000. Prior to joining
the Company, Mr. Taylor was the Executive Vice President and
Chief Operating Officer of 5th Avenue Channel Corp from January
1999 through March 2000. Previously, Mr. Taylor was President of
Taylor/Fox Enterprises, LLC, a marketing company based in
California, President of Goldman/Taylor Entertainment Inc., a
television development and production company, and President and
Chief Executive Officer of Caswell-Massey Co. Ltd., the oldest
chemists and perfumers in the United States.

Eric R. Majors - Vice President, INFe-Technologies, Inc. Mr.
Majors serves as the head of INFe.com's technical services and
consulting group. Prior to joining INFe.com, Mr. Majors was
employed as a Senior Design Engineer by MCI WorldCom and is based
in Colorado Springs, Colorado. Mr. Majors received his Bachelors
Degree in Electrical Engineering from the University of Colorado
with a minor in Computer Science. As an engineer, Mr. Majors has
extensive experience in computer chip design, software
development and Internet based technologies. Mr. Majors is also a
Registered Financial Advisor and as such serves as an individual
and corporate consultant in the field of financial investments,
fund management, offshore and international investments and
financial trading models. Mr. Majors is the son of Thomas
Richfield, our President and CEO.

Jeffrey Richfield - Vice President Sales, INFe-Relations, Inc.
Mr. Richfield is an expert in telemarketing having served as
founder and president of Data Supply International for the six
years prior to joining INFE. Data Supply International provided
telemarketing services and business to business sales of computer
products. At INFE, Mr. Richfield identifies client opportunities
and pre-screens potential clients for the company. Mr. Richfield
operates from the Nashville, TN office. Mr. Richfield is the son
of Thomas Richfield, our President and CEO.

Directors' Remuneration

Our directors are presently not compensated for serving on
the board of directors.

<PAGE> 30

Executive Compensation

Employment Agreements

We have entered into employment agreements with certain of
our key executive as follows:

Tom Richfield, President and Chief Executive Officer,
entered into an agreement effective January 1, 2000 through
January 1, 2003, with year to year extensions. The agreement
provides for an annual salary of $200,000 and stock options as
follows: 3,000,000 options at an exercise price of $0.4688, equal
to the closing price of the Company's common stock on the date of
grant which was June 30, 2000. 1,000,000 options vest on June 30,
2000, 1,000,000 options vest on June 30, 2001 and 1,000,000
options vest on June 30, 2002. The agreement also provides for
Mr. Richfield to receive a quarterly bonus with a formula based
on the market capitalization of the company, and for
participation in all benefits offered executives of the Company,
such as health, vacations, holiday and other fringe benefits.

Gus Mechalas, Executive Vice President, Chief Technology
Officer & member of the Board of Directors, entered into an
agreement effective January 1, 2000 through January 1, 2003, with
year to year extensions. The agreement provides for an annual
salary of $85,000 and stock options as follows: 250,000 options
at an exercise price of $0.4688, equal to the closing price of
the Company's common stock on the date of grant which was June
30, 2000. Such options vest immediately. The agreement also
provides for participation in all benefits offered executives of
the Company, such as health, vacations, holiday and other fringe
benefits.

Harold Mohn, Chief Financial Officer, entered into an
agreement effective March 3, 2000 through March 3, 2001, with
year to year extensions. The agreement provides for an annual
salary of $100,000. The agreement also provides for participation
in all benefits offered executives of the Company, such as
health, vacations, holiday and other fringe benefits.

Dave Webster, Corporate Legal Counsel, entered into an
agreement effective December 15, 1999 through December 15, 2000,
with year to year extensions. The agreement provides for an
annual salary of $55,000. The agreement also provides for stock
options as follows: 25,000 options at an exercise price of
$0.4688, equal to the closing price of the Company's common stock
on the date of grant which was June 30, 2000. Such options vest
immediately.

Adam Taylor, Executive Vice President and Chief Operating
Officer, entered into an agreement effective June 5, 2000 through
June 5, 2001 with year to year extensions. The agreement calls
for an annual salary of $150,000. The agreement granted Mr.
Taylor a signing bonus of 100,000 shares of INFE common stock,
and 100,000 stock options at fair market value as of the close of
business on June 5, 2000. The agreement also grants Mr. Taylor
incentive compensation based on fees paid by clients of INFE for
which Mr. Taylor is responsible. The agreement also grants
participation in all benefits offered executives of the Company,
such as health, vacations, holiday and other fringe benefits.

Eric Majors, 30, Vice President, INFe-Technologies, Inc.,
entered into an agreement effective January 24, 2000 through
January 24, 2001 with year to year extensions. The agreement
calls for an annual salary of $72,000 and stock options as
follows: 100,000 options at an exercise price of $0.10 which were
granted on June 30, 2000. Such options vest immediately. The
agreement also grants participation in all benefits offered
executives of the Company, such as health, vacations, holiday and
other fringe benefits.

<PAGE> 31

Summary Compensation Table

The following table sets forth the total compensation paid
to or accrued for the six months ended May 31, 2000 and 1999, for
the nine months ended November 30, 1999 and for the twelve months
ended February 28, 1999 to our Chief Executive Officer. No other
executive officer's salary exceeded $100,000 during such period.

<TABLE>
<CAPTION>
Annual Compensation
Other Restricted Securities
Name and Annual Stock Underlying
Principal Position Period Salary Bonus Compensation Awards Options
------------------ -------------- ------ ----- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Tom Richfield, CEO and President 6 Months Ended
5/31/2000 0 0 0 $218,813 (1)
9 Months Ended
11/30/1999 0 0 0 $114,897
12 Months Ended
2/28/1999 0 0 0 $140,910

</TABLE>

(1) Represents 125,000 shares valued at $100,000 in lieu of
salary and 205,615 restricted shares valued at $118,813 in lieu
of bonus.

Stock Option Grants

We have issued grants of stock options in the amounts below to
the following employees:

<TABLE>
<CAPTION>
Number of
Options Grant Date Per Share Vesting Schedule
--------- ---------- --------- ----------------
<S> <C> <C> <C> <C>

Thomas Richfield 3,000,000 June 30,2000 .4685 (1)
Gus Mechalas 250,000 June 30, 2000 .4685 Fully vested
Adam Taylor 100,000 June 5, 2000 .5625 1/12 per month
Eric Majors 100,000 June 30, 2000 .10 Fully vested
Dave Webster 25,000 June 30,2000 .4685 Fully vested

</TABLE>

All of the options which we have issued have a five year term.
Except for the options granted to Mr. Majors, the exercise price
equaled the closing price of our common stock on the date of
grant.

(1) 1,000,000 options vested on June 30, 2000, 1,000,000 options
vest on June 30, 2001 and 1,000,000 options vest on June 30,
2002.

<PAGE> 32

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding
beneficial ownership of our common stock as of August 15, 2000,
and as adjusted to reflect the sale of all five million shares
being offered (1), by (i) those shareholders known to be the
beneficial owners of more than five percent of the voting power
of our outstanding capital stock, (ii) each director, and (iii)
all executive officers and directors as a group:

Number of Percent
Name of Shares Before Percent
Beneficial Owner Owned(2) Offering After Offering
---------------- --------- -------- --------------
<S> <C> <C> <C>
William R. Derosa Trust
dated January 19, 1989 2,000,000 13.03% 9.83%

Alliance Investment Management Ltd. 2,714,640 14.16% 10.68%

Thomas Richfield 2,405,615(3) 14.71% 11.27%

Gus Mechalas 590,000(4) * *

All Directors and Officers as a
Group (3 Persons) 3,119,433(5) 18.74% 14.41%
____________________________

* Less than 1%

(1) Does not take into account the possible exercise of the
warrants being offered.
(2) Based on 15,354,738 (actual) and 20,354,738 (pro forma)
shares outstanding as of August 15, 2000. For purposes of
calculating each person's beneficial ownership, amount and
percentage, each person's options that are exercisable within
60 days of August 15, 2000 are included and are deemed
outstanding and are added to the 13,354,738 and the 20,354,738
shares, respectively. The 15,354,738 shares currently
outstanding do not include shares of stock which may be sold
in the Company's presently ongoing Rule 506 Private Placement.
(3) Includes 1,000,000 options to purchase shares of common stock
at $0.4685 per share.
(4) Includes 250,000 options to purchase shares of common stock
at $0.4685 per share.
(5) Includes options to purchase shares of common stock as
follows: Thomas Richfield, 1,000,000 shares at $0.4685 per
share; Gus Mechalas, 250,000 shares at $0.4685 per share and
Adam Taylor, 41,667 shares at $0.5625 per share.

<PAGE> 33

SELLING SHAREHOLDERS

The following table sets forth certain information with respect
to the ownership of our common stock by selling shareholders as
of August 15, 2000. Unless otherwise indicated, none of the
selling shareholders has or had position, office or other
material relationship with us within the past three years.

</TABLE>
<TABLE>
<CAPTION>
Ownership of Shares of Number of Ownership of Shares of
Common Stock Prior to Shares Common Stock After
Offering Offered Offering(1)
-------- --------- -----------
Selling Shareholder Shares Percentage Hereby Shares Percentage
------------------- ------ ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Joe C. Pilgrim TTEE
Apria Investments
Defined Benefit Pension Plan 15,000(2) * 15,000 0 *
Doug Babcock 30,000(3) * 30,000 0 *
Scott R. Bittl 20,000(2) * 20,000 0 *
Thomas M. Bruce 12,000(2) * 12,000 0 *
Kevin Cable 30,000(3) * 30,000 0 *
John Curry & Lisa Curry JTWROS 65,470(4) * 50,000 15,470 *
Lee E. Davis II 5,000(2) * 5,000 0 *
Garrick Der 10,000(2) * 10,000 0 *
Mary A. Eubanks 10,000(2) * 10,000 0 *
Donald J. Hall, Jr. 4,000(2) * 4,000 0 *
J. Hoyt Hayes, Jr. 30,000(2) * 30,000 0 *
Richard W. Hoyt 10,000(2) * 10,000 0 *
Rick Hunts 10,000(2) * 10,000 0 *
Chad M. Kammerer 20,000(2) * 20,000 0 *
Philip W. Kilgore 10,000(2) * 10,000 0 *
E. Howard King, Jr. 15,000(2) * 15,000 0 *
Michael Kovalchik 10,000(2) * 10,000 0 *
Robert K. McConnell &
Barbara McConnell JTWROS 20,000(2) * 20,000 0 *
Dean A. Mitchell 10,000(2) * 10,000 0 *
Harold S. Mohn, Sr. (5) 20,000(2) * 20,000 0 *
Gerald J. Napolitano 10,000(2) * 10,000 0 *
Gerard A. Napolitano 25,000(2) * 25,000 0 *
Jeffrey A. Neal 10,000(2) * 10,000 0 *
Nellysford.com, LLC 10,000(2) * 10,000 0 *
Larry T. Shaffer, Jr. 15,000(2) * 15,000 0 *
Ronnie Stanfill 30,000(2) * 30,000 0 *
Kory Swekla 10,000(2) * 10,000 0 *
Crews Turner Construction
Profit Sharing Plan
FBO William P. Turner 10,000(2) * 10,000 0 *
S. Greg Waughn 5,000(2) * 5,000 0 *
Gary R. Wood 10,000(2) * 10,000 0 *
David M. Zani 5,000(2) * 5,000 0 *
Richard Cooper 76,190(6) * 76,190 0 *
Charles Riviere 76,190(6) * 76,190 0 *
Charles Dunn 47,620(6) * 47,620 0 *
Ronald J. Everett 120,000(7) * 120,000 0 *
Steven Hursey 30,000(8) * 30,000 0 *
Carl Shade & Sharon
Fitzsimmons JTWROS 154,100(9) * 154,100 0 *

<PAGE> 35

William R. Derosa Family
Trust 2,000,000(10) 13.03% 1,000,000 1,000,000 6.51%
Archer Systems Limited Inc. 300,000(11) * 300,000 0 *
Marathon Consulting
Corporation 50,000(12) * 50,000 0 *
Richard Sullivan 300,000(13) * 250,000 50,000 *
Madden Consulting 25,000(14) * 25,000 0 *
Robert Marks Co Inc 125,000(15) * 125,000 0 *
National Financial
Communications Corp. 125,000(15) * 125,000 0 *
IBF Consulting LTD 200,000(16) * 200,000 0 *
_______________________

* Indicates less than 1%

1) Assumes that all shares are sold pursuant to this offering and
that no other shares of common stock are acquired or disposed
of by the selling shareholders prior to the termination of
this offering. Because the selling shareholders may sell all,
some or none of their shares or may acquire or dispose of
other shares of common stock, no reliable estimate can be made
of the aggregate number of shares that will be sold pursuant
to this offering or the number or percentage of shares of
common stock that each shareholder will own upon completion of
this offering.
2) Represents shares issued in connection with a private offering
at a price of $1.00 per share
3) All shares are issuable to the selling shareholder upon the
exercise of options to purchase Common Stock at a price of
$0.50 per share.
4) The shares being offered were issued in connection with a
private offering at a price of $1.00 per share.
5) Mr. Mohn is our Chief Financial Officer.
6) Represents shares issued in connection with a private offering
at a price of $0.25 per share.
7) Represents 100,000 issued in connection with a private
offering at a price of $0.25 per shares, and 20,000 issued for
services valued at $7,250.
8) Represents shares issued in connection with a private offering
at a price of $0.50 per share.
9) Of the shares being offered, 100,000 were issued in connection
with a private offering at a price of $0.25 per share, and
54,100 were issued for services rendered valued at $29,544
10) Represents shares issued in connection with a private
offering at a price of $0.50 per share.
11) Represents shares issued in exchange for 4,307,692 shares
of another public company valued at $336,000.
12) Represents shares issued for services rendered valued at
$90,738.
13) Represents shares issued for services rendered valued at
$113,422.
14) Represents shares issued for services rendered valued at
$22,015
15) Represents shares issued for services rendered valued at
$110,081
16) Represent shares issued in exchange for 200,000 of another
company valued at $239,020

<PAGE> 36

CERTAIN TRANSACTIONS

Loans to the Company

From time to time, our President has loaned us money to
fund current operations. At May 31, 2000, November 30, 1999, and
February 28, 1999, we were indebted to our President for $1,350,
$41,616 and $29,817, respectively.

Subsequent to May 31, 2000, our President loaned us an additional
$175,000.

Sale of Subsidiary

On December 31, 1997, we sold our investment in a
subsidiary to a related party for $260,000 in exchange for a note
receivable. We received interest at a rate of 7.67% per annum
compounded semiannually on the note. At November 30, 1999 and
February 28, 1999, the balance of the note receivable was $0 and
$25,000, respectively.

Compensation in the Form of Common Stock

To date, our President has been compensated for services
through the issuance of our common stock. For the six months
ended May 31, 2000, he was granted 125,000 shares of our common
stock valued at $100,000. In addition, as of May 31, 2000, we
were liable to our President for bonus amounts representing an
additional 205,615 shares of restricted, Rule 144 common stock,
valued at $118,813. This amount is included in the liability for
stock to be issued in the May 31, 2000 balance sheet.

For the periods ended November 30, 1999 and February 28,
1999 our President was compensated through the issuance of
200,000 and 1,000,000 shares of restricted, Rule 144 common
stock, respectively. Those shares were valued at $140,810 and
$114,897, and are included in operating expenses on the statement
of operations for the periods ended November 30, 1999 and
February 28, 1999, respectively.

<PAGE> 37

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 100,000,000 shares
of common stock, par value $.0001 per share, and 20,000,000
shares of preferred stock, par value $.0001 per share. As of the
date of this prospectus, 15,354,7381 shares of common stock and
no shares of preferred stock were outstanding. The transfer
agent for our common stock is Computer Share Investor Services,
12039 West Alameda Parkway, Suite Z-2, Lakewood Colorado 80228.

Common Stock

We are authorized to issue 100,000,000 shares of our common
stock, $.0001 par value, of which 15,354,7381 shares are issued
and outstanding as of the date of this prospectus. The issued
and outstanding shares of common stock are fully paid and non-
assessable. Except as provided by law or our certificate of
incorporation with respect to voting by class or series, holders
of common stock are entitled to one vote on each matter submitted
to a vote at a meeting of shareholders.

Subject to any prior rights to receive dividends to which
the holders of shares of any series of the preferred stock may be
entitled, the holders of shares of common stock will be entitled
to receive dividends, if and when declared payable from time to
time by the board of directors, from funds legally available for
payment of dividends. Upon our liquidation or dissolution,
holders of shares of common stock will be entitled to share
proportionally in all assets available for distribution to such
holders.

Preferred Stock

The board of directors has the authority, without further
action by our shareholders, to issue up to 20,000,000 shares of
preferred stock, par value $.0001 per share, in one or more
series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or
the designation of such series. No shares of preferred stock are
currently issued and outstanding. The issuance of preferred
stock could adversely affect the voting power of holders of
common stock and could have the effect of delaying, deferring or
preventing a change of our control.

Warrants

We presently have two series of Warrants that we are
attempting to sell as part of a Unit. The Unit is comprised of
five shares of Common Stock, one "A Warrant" and one "B Warrant"
(collectively, the A Warrants and B Warrants are referred to as
the "Warrants").

Each A Warrant entitles the holder thereof to purchase one
share of Common Stock at a price per share of $1.50 until
September 1, 2003. Each unexercised A Warrant is redeemable by
us at a redemption price of $0.05 per A Warrant at any time, upon
30 days written notice to holders thereof, if the average closing
bid price of our Common Stock equals or exceeds $2.00 per share
for a period of 10 consecutive trading days ending on the day
prior to the date of notice of redemption.

<PAGE> 38

Each B Warrant entitles the holder thereof to purchase one
share of Common Stock at a price per share of $2.50 until
September 1, 2003. Each unexercised B Warrant is redeemable by
us at a redemption price of $0.05 per B Warrant at any time, upon
30 days written notice to holders thereof, if the average closing
bid price of our Common Stock equals or exceeds $3.00 per share
for a period of 10 consecutive trading days ending on the day
prior to the date of notice of redemption.

Pursuant to applicable federal and state securities laws,
in the event a current prospectus is not available, the Warrant
holders may be precluded from exercising the Warrants and we
would be precluded from redeeming the Warrants. There can be no
assurance that we will not be prevented by financial or other
considerations from maintaining a current prospectus. Any
Warrant holder who does not exercise prior to the redemption
date, as set forth in our notice of redemption, will forfeit the
right to purchase the Common Stock underlying the Warrants, and
after the redemption date or upon conclusion of the exercise
period, any outstanding Warrants will become void and be of no
further force or effect, unless extended by our Board of
Directors.

The number of shares of Common Stock that may be purchased
with either the A Warrants or the B Warrants is subject to
adjustment upon the occurrence of certain events, including a
dividend distribution to our shareholders or a subdivision,
combination or reclassification or our outstanding shares of
Common Stock. The warrants do no confer upon holders any voting
or any other rights as our shareholders.

We may at any time, and from time to time, extend the
exercise period of the Warrants, provided that written notice of
such extension is given to the Warrant holders prior to the
expiration date then in effect. Also, we may reduce the exercise
price of the Warrants for limited periods or through the end of
the exercise period if deemed appropriate by the Board of
Directors. Any extension of the term and/or reduction of the
exercise price of the Warrants will be subject to compliance with
Rule 13e-4 under the Exchange Act including the filing of a
Schedule 14E-4. Notice of any extension of the exercise period
and/or reduction of the exercise price will be given to the
Warrant holders. We do not presently contemplate any extension
of the exercise period or any reduction in the exercise price of
the Warrants. The Warrants are also subject to price adjustment
upon the occurrence of certain events including subdivisions or
combinations of our Common Stock.

Certain Anti-Takeover Effects

Florida has enacted legislation that may deter or frustrate
takeovers of Florida corporations. The Florida Control Share Act
generally provides that shares acquired in excess of certain
specified thresholds will not possess any voting rights unless
such voting rights are approved by a majority vote of a
corporation's disinterested shareholders. The Florida Affiliated
Transactions Act generally requires supermajority approval by
disinterested shareholders of certain specified transactions
between a public corporation and holders of more than 10% of the
outstanding voting shares of the corporation (or their
affiliates). Florida law and our Articles of Incorporation also
authorize us to indemnify our directors, officers, employees and
agents.

Additionally, the authority possessed by the Board of
Directors to issue preferred stock could potentially be used to
discourage attempts by others to obtain control of us through
merger, tender offer, proxy contest or otherwise by making such
attempts more difficult to achieve or more costly. The Board of
Directors may issue preferred stock with voting and conversion
rights that could adversely affect the voting power of the
holders of common stock. Except as described above, there are no
agreements or understandings for the issuance of preferred stock
and the Board of Directors has no intention to issue additional
series of preferred stock as of the date of this prospectus.

<PAGE> 39

INDEMNIFICATION

Article 11 of the Company's Amended and Restated Articles
of Incorporation provides that the Company shall indemnify its
officers and directors to the fullest extent permitted by law.

The Company's Bylaws and the Florida Business Corporation
Act provide for indemnification of directors and officers against
certain liabilities. Pursuant to the Company's Bylaws, officers
and directors of the Company are indemnified, to the fullest
extent available under Florida law, against expenses actually and
reasonably incurred in connection with threatened, pending or
completed proceedings, whether civil, criminal or administrative,
to which an officer or director is, was or is threatened to be
made a party by reason of the fact that he or she is or was an
officer, director, employee or agent of the Company. The Company
may advance expenses in connection with defending any such
proceeding, provided the indemnitee undertakes to repay any such
amounts if it is later determined that he or she was not entitled
to be indemnified by the Company.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons, we have been advised that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable.

SHARES ELIGIBLE FOR FUTURE SALE

Of the 15,354,7381 shares currently outstanding, 1,827,766
shares are owned by our affiliates, as the term is defined under
the Securities Act. Absent registration under the Securities
Act, such as the shares being offered by selling shareholders
herein, the sale of these shares is subject to Rule 144. Under
Rule 144, if certain conditions are satisfied, a person
(including any of our affiliates) who has beneficially owned
restricted shares of common stock for at least one year is
entitled to sell within any three-month period a number of shares
up to the greater of 1% of the total number of outstanding shares
of common stock, or if the common stock is quoted on the OTC
Bulletin Board, the average weekly trading volume during the four
calendar weeks preceding the sale. A person who has not been an
affiliate of us for at least three months immediately preceding
the sale, and who has beneficially owned the shares of common
stock for at least two years, is entitled to sell the shares
under Rule 144 without regard to any of the volume limitations
described above.

No prediction can be made as to the effect, if any, that
sales of shares or the availability of shares for sale as
described above will have on the market prices of the common
stock prevailing from time to time. Nevertheless, the
possibility that substantial amounts of common stock may be sold
in the public market may adversely affect prevailing prices for
the common stock and could impair our ability to raise capital in
the future through the sale of equity securities. See "Risk
Factors-Future sales of common stock could depress the price of
our common stock."

<PAGE> 40

PLAN OF DISTRIBUTION

Of the common stock offered by this prospectus we are offering
7,000,000 shares (5,000,000 shares being sold directly and
2,000,000 shares which would be issuable upon the exercise of
Warrants) and 2,610,100 shares are being offered by the Selling
Shareholders (60,000 of which would be issuable upon the exercise
of options).

We are conducting the sale of Common Stock we are offering
on a self-underwritten basis by our officers, directors and
employees. This means that we do not have an underwriter and
that we will sell the shares directly to investors. The entire
purchase price is payable in full upon subscription. We may
discount the shares. Officers, directors and employees who sell
shares will receive no commissions in connection with the sale of
the shares offered hereby.

The offering period will continue for 180 days from the
effective date of this Prospectus unless we extend it for an
additional 180 day period.

The offering price for purposes of calculating the filing
fee is set at $0.40 per share, which is at a 28% premium from the
closing bid price on August 28, 2000. The price at which the
shares may actually be sold will be determined by the market
price of the common stock as of the date of sale. We may offer
the shares at no more than a 25% discount to the closing bid
price on the day prior to the sale. Accordingly, the final
offering price of the shares cannot be determined as of today's
date.

The Selling Shareholders may sell or distribute their Common
Stock from time to time themselves, or by donees or transferees
of, or other successors in interests to, the selling
shareholders, directly to one or more purchasers or through
brokers, dealers or underwriters who may act solely as agents or
may acquire such common stock as principals, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. The sale of the common stock
offered by this prospectus may be effected in one or more of the
following:

* Ordinary brokers' transactions;

* Transactions involving cross or block trades or otherwise
on the OTC Bulletin Board;

* Purchases by brokers, dealers or underwriters as principal
and resale by such purchasers for their own accounts
pursuant to this prospectus;

* "at the market" to or through market makers or into an
existing market for the common stock;

* in other ways not involving market makers or established
trading markets, including direct sales to purchasers or
sales effected through agents;

* in privately negotiated transactions; or

* any combination of the foregoing.

In order to comply with the securities laws of certain states,
if applicable, the shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or
qualified for sale in such state or an exemption from such
registration or qualification requirement is available and
complied with.

<PAGE> 41

Brokers, dealers, underwriters or agents participating in the
distribution of the shares as agents may receive compensation in
the form of commissions, discounts or concessions from the
selling shareholders and/or purchasers of the common stock for
whom such broker-dealers may act as agent, or to whom they may
sell as principal, or both. The compensation paid to a
particular broker-dealer may be less than or in excess of
customary commissions.

Neither us nor any selling shareholder can presently estimate
the amount of compensation that any agent will receive. We know
of no existing arrangements between any selling shareholder, any
other shareholder, broker, dealer, underwriter or agent relating
to the sale or distribution of the shares. At a time a
particular offer of shares is made, a prospectus supplement, if
required, will be distributed that will set forth the names of
any agents, underwriters or dealers and any compensation from the
selling shareholders and any other required information.

We will pay all of the expenses incident to the registration,
offering and sale of the shares to the public, estimated to be
approximately $47,300, but will not pay commissions and
discounts, if any, of underwriters, broker-dealers or agents, or
counsel fees or other expenses of the selling shareholders. We
have also agreed to indemnify the selling shareholders and
related persons against specified liabilities, including
liabilities under the Securities Act.

We have advised the selling shareholders that while they are
engaged in a distribution of the shares included in this
prospectus they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934, as
amended. With certain exceptions, Regulation M precludes the
selling shareholders, any affiliated purchasers, and any broker-
dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to
bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases make in order
to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect
the marketability of the shares offered hereby in this
prospectus.

LEGAL MATTERS

The Law Office of L. Van Stillman, P.A. of Delray Beach,
Florida will give an opinion for us regarding the validity of the
common stock offered in this prospectus.

EXPERTS

Hoffman, Fitzgerald and Snyder, PC, formerly Hoffman,
Morrison and Fitzgerald, PC, independent certified public
accountants, have audited our financial statements at November
30, 1999 and February 28, 1999 and for the nine months ended
November 30, 1999 and the year ended February 28, 1999 as set
forth in their report. We have included our financial statements
in the registration statement, in reliance on Hoffman, Morrison
and Fitzgerald's report given on its authority as expert in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form SB-2 with
the Securities and Exchange Commission in connection with this
offering. This prospectus does not contain all of the
information set forth in the registration statement, as permitted
by the Rules and Regulations of the Securities and Exchange
Commission. Whenever reference is made in this prospectus to any
contract or other document of ours, the reference may not be
complete and you should refer to the exhibits that are part of
the registration statement for a copy of the contract or
document.

We also file annual, quarterly and current reports and
other information with the Securities and Exchange Commission.
You may read and copy any report or document we file, and the

<PAGE> 42

registration statement, including the exhibits, may be inspected
at the Securities and Exchange Commission's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the Securities and Exchange Commission at 1-800-SEC-
0330 for further information on the public reference rooms. Our
Securities and Exchange Commission filings are also available to
the public from the SEC's website at http://www.sec.gov.

<PAGE> 43

INDEX TO FINANCIAL STATEMENTS

Page
----
Six Months Ended May 31, 2000 (Unaudited):
Balance Sheet as of May 31, 2000 F-2
Statements of Operations for the Six Months
Ended May 31, 2000 and 1999 F-3
Statements of Cash Flows for the Six Months
Ended May 31, 2000 and 1999 F-4
Notes to Financial Statements F-5

Nine Months Ended November 30, 1999 And
Year Ended February 28, 1999:
Independent Auditors' Report F-9
Balance Sheets as of November 30, 1999 and
February 28, 1999 F-10
Statements of Operations for the Nine Months
Ended November 30, 1999 and the Year
Ended February 28, 1999 F-11
Statements of Changes in Stockholders' Equity
(Deficit) for the Nine Months Ended
November 30, 1999 and the Year Ended
February 28, 1999 F-12
Statements of Cash Flows for the Nine Months
Ended November 30, 1999 and the Year
Ended February 28, 1999 F-13
Notes to Financial Statements F-14

<PAGE> F-1

INFE.COM, INC.
BALANCE SHEET
(UNAUDITED)
__________________

MAY 31, 2000
____________
ASSETS
CURRENT ASSETS:
Cash $ -
Certificate of deposit - restricted 50,000
Trade accounts receivable, net 132,528
Investments 195,977
Stock and warrants receivable 489,038
Note receivable 50,000
Accrued interest receivable 1,608
Prepaid expenses 1,255,086
------------
Total current assets 2,174,237

PROPERTY AND EQUIPMENT, net 30,706

OTHER ASSETS:
Software development costs, net 99,655
Intangible assets, net 1,568,789
Deposits 11,028
------------
Total other assets 1,679,472
------------
$ 3,884,415
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Line of credit - bank $ 45,000
Capital lease obligation 4,102
Accounts payable and accrued expenses 167,322
Deferred revenue 394,688
Loan payable - shareholder 1,350
------------
Total current liabilities 612,462

OTHER LIABILITIES:
Capital lease obligation 1,921
Liability for stock to be issued 2,037,331
------------
Total other liabilities 2,039,252
------------
TOTAL LIABILITIES 2,651,714

COMMITMENTS AND CONTINGENCIES -

STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value;
100,000,000 shares authorized;
12,165,681 shares issued & outstanding 1,217
Additional paid-in capital 4,180,947
Accumulated deficit (2,783,482)
Treasury stock, at cost (17,231)
Accumulated other comprehensive loss (148,750)
------------
Total stockholders' equity 1,232,701
------------
$ 3,884,415
============

The accompanying notes are an integral part of these financial statements.

<PAGE> F-2

INFE.COM, INC.
STATMENTS OF OPERATIONS
(UNAUDITED)
_______________________

</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended
------------------------
May 31, 2000 May 31, 1999
------------ ------------
<S> <C> <C>
REVENUE:
IT Staffing $ 135,884 $ 116,220
Management consulting fees 194,350 -
------------ ------------
Total revenue 330,234 116,220

COST OF REVENUES 98,630 116,830
------------ ------------
Gross profit 231,604 (610)

OPERATING EXPENSES 1,412,884 366,123
------------ ------------

Loss from operations (1,181,280) (366,733)

OTHER (INCOME) EXPENSES:
Depreciation and amortization 53,841 4,209
Realized loss on investments 14,998 -
Unrealized holding losses
on investments 39,495 -
Interest income (2,395) (2,407)
Interest expense 21,989 286
------------ ------------
Total other (income) expenses 127,928 2,088
------------ ------------

NET LOSS (1,309,208) (368,821)
============ ============

Net loss per common share (basic) (0.13) (0.05)
============ ============
Weighted average number of
common shares outstanding 10,454,449 7,429,430
============ ============

Net loss per common share (diluted) (0.13) (0.05)
============ ============

Weighted average number of
common shares outstanding $ 10,454,449 $ 7,429,430
============ ============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> F-3

INFE.COM, INC.
STATMENTS OF CASH FLOWS
(UNAUDITED)
_______________________

For the Six Months Ended
------------------------
May 31, 2000 May 31, 1999
------------ ------------
<S> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,309,208) $ (368,821)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 53,841 4,209
Unrealized holding losses on investments 39,495 -
Stock issued in lieu of cash for
professional services 710,800 234,072
Stock to be issued in lieu of cash for
professional services 118,813 -
Stock to be issued in lieu of interest 19,156 -
Stock to be received in lieu of cash for
services rendered (514,038) -
Changes in assets and liabilities
affecting operations:
Trade accounts receivable, net (94,648) (31,875)
Accrued interest receivable (1,608) -
Prepaid expenses (5,084) -
Deferred costs 25,000 -
Accounts payable and accrued expenses 32,119 56,483
Deferred revenue 394,688 -
------------ ------------
Net cash used in operating activities (530,674) (105,932)
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (363,300) -
Proceeds from the sale of investments 263,098 -
Purchase of property and equipment (12,310) (1,408)
Payments received from (issuance of)
note receivable (75,000) 69,438
Payments of capital lease obligation (2,544) (1,918)
Investment in software development costs - (42)
Deposit paid to investee (5,000) -
------------ ------------
Net cash provided by (used in)
investing activities (195,056) 66,070
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of note payable - 669
Proceeds from (repayments of) loans from
shareholder, net (40,266) 20,107
Proceeds received for stock to be issued 606,000 -
Net proceeds from issuance of common stock 60,000 15,000
Payments for treasury stock (17,231) -
------------ ------------
Net cash provided by financing
activities 608,503 35,776
------------ ------------
NET CHANGE IN CASH (117,227) (4,086)

CASH, BEGINNING OF PERIOD 117,227 4,086
------------ ------------
CASH, END OF PERIOD $ - $ -
============ =============
SUPPLEMENTAL DISCLOSURE:
Interest paid during period $ 23,597 $ 286
============ =============

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Financed acquisition of equipment $ - $ 11,576
============ =============
Stock received in satisfaction of trade
account receivable and note receivable $ 45,000 $ -
============ =============
Purchase of intangible assets through
issuance of stock and liability for
stock to be issued $ 1,613,612 $ -
============ =============
Purchase of internal use software
through issuance of stock $ 64,813 $ -
============ =============
Stock issued as a reduction of the
liability for stock to be issued $ 309,280 $ -
============ =============
Stock issued in exchange for investments $ 239,020 $ -
============ =============
Stock issued and to be issued for
services to be received $ 1,250,002 $ -
============ =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> F-4

INFE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2000
-----------------------------------------

A. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB and Item 310 (b) of Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended May
31, 2000 and 1999 are not necessarily indicative of the results
that may be expected for the year ended November 30, 2000. For
further information, refer to the financial statements and
footnotes thereto included in the Company's Form 10-SB/A filed
on January 25, 2000.

B. ORGANIZATION

INFe.com, Inc. was incorporated in the State of Florida on
February 1, 1993, under the name of Infocall Communications
Corporation. In March 2000, the Company changed its name from
Infocall Communications Corporation to INFe.com, Inc. The
Company is engaged in the operations of providing various
management consulting and human resources services to emerging
growth companies.

C. SEGMENT INFORMATION

The Company's reportable operating segments include IT
staffing, management consulting and ClubComputer.com. The IT
staffing operating segment provides human resources and
staffing services; the management consulting operating segment
provides financial and management consulting services to
emerging growth companies; and the ClubComputer.com operating
segment is an on-line computer retailer.

The Company does not allocate operating expenses to these
segments, nor does it allocate specific assets to segments
other than ClubComputer.com, which is disclosed below.
Therefore, segment information reported includes only revenues,
cost of revenues, gross margin and assets allocated to
ClubComputer.com

Operating segment data for the six months periods ended May
31, 2000 and 1999 was as follows:

<PAGE> F-5

INFE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2000
-----------------------------------------

D. SEGMENT INFORMATION (continued)

<TABLE>
<CAPTION>
IT Management ClubCom-
Staffing Consulting puter.com Total
-------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Six months ended May 31,
2000:
Revenues $ 135,884 $ 194,350 $ - $ 330,234
Cost of revenues (98,630) - - (98,630)
---------- ---------- --------- ----------
Gross margin $ 37,254 $ 194,350 $ - $ 231,604
========== ========== ========= ==========
Intangible assets as
of May 31, 2000 $ - $ - $1,568,789 $1,568,789
========== ========== ========= ==========
Six months ended May 31,
1999:
Revenues $ 116,220 $ - $ - $ 116,220
Cost of revenues (116,830) - - (116,830)
---------- ---------- --------- ----------
Gross margin $ (610) $ - $ - $ (610)
========== ========== ========= ==========
Intangible assets as
of May 31, 1999 $ - $ - $ - $ -
========== ========== ========= ==========

</TABLE>

D. INVESTMENTS

In accordance with SFAS No. 115, Accounting for Certain
Debt and Equity Securities, securities are classified into
three categories: held-to-maturity, available-for-sale and
trading. Investments consist of trading and available-for-
sale securities. As a result, the securities are carried at
fair value. In April 2000, the Company acquired 200,000
shares of Xpedian.com in exchange for 200,000 shares of the
Company's stock for a total investment of approximately
$239,000. The investment in Xpedian.com is classified as
available-for-sale securities. As of May 31, 2000, the
Company's investment in Xpedian.com was valued at
approximately $90,000, and accordingly the Company recorded a
$148,000 unrecognized loss as a component of other
comprehensive income.

E. REVENUE RECOGNITION

The Company earns revenue from IT Staffing fees and
management consulting fees, both of which are recognized as
the services are rendered, generally over the life of an
agreement.

The Company periodically receives equity instruments
and warrants from companies for which it performs services,
in addition to the cash paid for such services. Primarily all
of the equity instruments are in public companies, with
extremely limited trading activity. Equity instruments and
warrants for which there is not a readily available market
value, are valued based on factors such as significant equity
financing by sophisticated, unrelated new investors, a
history of cash flow from operations, and other pertinent
factors. Management also considers recent offers to purchase
a portfolio of the Company's securities and the filings of
registration statements in connection other offerings

<PAGE> F-6

INFE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2000
-----------------------------------------

E. REVENUE RECOGNITION (continued)

of the company's securities. During the six months ending
May 31, 2000, the Company recognized revenue associated with
the stock and warrants received or to be received in the
amount of $194,000.

F. NOTE RECEIVABLE

The Company has an unsecured convertible subordinated
debenture dated May 2000 in the original amount of $50,000
with interest payable quarterly at an interest rate of 9% per
annum, maturing in one year from the date of the note. The
debenture is convertible at any time at the holder's option
into shares of the borrowing company's corporate stock.

G. LIABILITY FOR STOCK TO BE ISSUED

The amount due of $2,037,000 at May 31, 2000 represents
stock to be issued to individuals from which the Company has
received payment, stock to be issued to individuals for
services rendered during the period, as well as stock to be
issued in conjunction with the acquisition described in Note
I.

H. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) are as follows:

Six months
ended May 31,
-------------
2000 1999
---- ----

Net loss $(1,309,208) $ (368,821)
Unrealized loss on available
for-sale securities (148,750) -
----------- -----------
$(1,457,958) $ (368,821)
=========== ===========

I. ACQUISITION

Effective April 10, 2000, the Company acquired the
intangible assets of ClubComputer.com, Inc. in exchange for
consideration consisting of (1) 250,000 shares of the
Company's restricted common stock at closing, and (2) seven
equal installments of $250,000 in the Company's restricted
common stock every three months from the date of closing. The
acquisition was accounted for as a purchase. Under the
purchase method of accounting, the purchase price of
approximately $1.6 million has been assigned to intangible
assets acquired based on estimated fair values at April 10,
2000, the date of acquisition. The intangible assets are
being amortized over a three year period.

As of May 31, 2000, 250,000 restricted shares had
been issued to ClubComputer, with the fair value of the
remaining shares, discounted for present value, included in
the liability for stock to be issued (see Note G).

<PAGE> F-7

INFE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2000
-----------------------------------------

J. RELATED PARTY TRANSACTIONS

The President of the Company has loaned the Company money
to fund current operations. At May 31, 2000, the Company was
indebted to the President for $1,350.

The President of the Company was compensated for services
to be rendered during the year ending November 30, 2000 by
the granting of 250,000 shares of the Company's common stock.
The unearned portion of this compensation has been included
in prepaid expenses. In addition, as of May 31, 2000, the
Company was liable to the President for bonus amounts
representing an additional 205,615 shares of restricted
stock; this amount is included in the liability for stock to
be issued.

K. NET LOSS PER COMMON SHARE

As required by SFAS No. 128, the following is a
reconciliation of the basic and diluted EPS calculations
for the periods presented:

May 31, 2000
------------
Six Months Six Months
Ended Ended
May 31, 2000 May 31, 1999
------------ ------------

Net loss (numerator) $ (1,309,208) $ (368,821)
Weighted average share (denominator) 10,454,449 7,429,430
Basic net loss per share $ (.13) $ (.05)
Dilutive shares (denominator) 10,454,449 7,429,430
Diluted net loss per share $ (.13) $ (.05)

As required by the Securities and Exchange Commission (SEC)
Staff Accounting Bulletin No. 98, the above calculation of EPS
is based on SFAS No. 128, Earnings Per Share. Thus,
1,130,000 purchase warrants granted as of May 31, 2000 are not
included in the calculation of diluted EPS as their inclusion
would be anti-dilutive. No purchase warrants were granted
during the six months ended May 31, 1999. In addition, the
Company is liable to issue 968,000 shares of common stock
related to cash received and services rendered for the six
months ended May 31, 2000.

L. SUBSEQUENT EVENT

On August 9, 2000, the Company signed an addendum to the
Agreement for Sales of Assets of ClubComputer.com, Inc. The
addendum provides for a single and final payment of 800,000
shares after receipt of which the Company will have completely
extinguished its debt to the Seller.

The 800,000 shares were issued to ClubComputer, and valued
at $277,550, resulting in an adjustment of approximately
$1,035,000. The value originally assigned to intangible
assets was modified accordingly.

<PAGE> F-8

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
INFOCALL COMMUNICATIONS CORP.
Vienna, Virginia

We have audited the accompanying balance sheets of INFOCALL
COMMUNICATIONS CORP. (the Company) as of November 30, 1999
and February 28, 1999, and the related statements of operations,
changes in stockholders' equity and cash flows for the nine
months ended November 30, 1999 and for the year ended February
28, 1999. 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 audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of INFOCALL COMMUNICATIONS CORP. as of November 30, 1999 and
February 28, 1999 and the results of its operations and its cash
flows for the nine months ended November 30, 1999 and the year
ended February 28, 1999 in conformity with generally accepted
accounting principles.

Hoffman, Morrison and Fitzgerald, PC
McLean, Virginia
December 3, 1999, except Note G and O
which is as of December 23, 1999

<PAGE> F-9

INFOCALL COMMUNICATION CORP.
BALANCE SHEETS
--------------------------------------------------------

<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------- ------------
<S> <C> <C>

ASSETS

CURRENT ASSETS:
Cash $ 117,227 $ -
Certificate of deposit - restricted 50,000 -
Trade accounts receivable, net 32,880 19,200
Note receivable - 25,000
------------ ------------
Total current assets 200,107 44,200

PROPERTY AND EQUIPMENT, net 24,246 23,075

OTHER ASSETS:
Software development costs 38,010 51,681
Deferred costs 25,000 -
Deposits 6,028 -
------------ ------------
Total other assets 69,038 51,681
------------ ------------
$ 293,391 $ 118,956
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Line of credit - bank $ 45,000 $ -
Note payable 12,245 12,245
Capital lease obligation 4,589 4,050
Accounts payable 122,958 102,189
Loan payable - shareholder 41,616 29,817
------------ ------------
Total current liabilities 226,408 148,301 0

OTHER LIABILITIES:
Capital lease obligation 3,978 7,491
Liability for stock to be issued 309,280 -
------------ ------------
Total other liabilities 313,258 7,491

TOTAL LIABILITIES 539,666 155,792

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' DEFICIT:
Common stock, $.0001 par value;
20,000,000 shares authorized
8,536,930 and 7,421,930 shares issued
and outstanding at November 30, 1999 and
February 28, 1999, respectively 854 742
Additional paid-in capital 1,227,145 752,005
------------ ------------
Accumulated deficit (1,474,274) (789,583)
------------ ------------
Total stockholders' deficit (246,275) (36,836)
------------ ------------
$ 293,391 $ 118,956
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> F-10

INFOCALL COMMUNICATONS CORP.
STATEMENTS OF OPERATIONS

----------------------------
<TABLE>
<CAPTION>
For the Nine For the Twelve
Months Ended Months Ended
November 30, 1999 February 28, 1999
----------------- -----------------
<S> <C> <C>

REVENUE $ 392,701 $ 57,520

COST OF REVENUES 234,832 28,304
---------------- ----------------
Gross profit 157,869 29,216

OPERATING EXPENSES 829,380 641,044
---------------- ----------------
Loss from operations (671,511) (611,828)

OTHER (INCOME) EXPENSES:
Bad debts 2,000 7,060
Depreciation and amortization 9,449 6,855
Interest income - (9,627)
Interest expense 1,731 577
--------------- ----------------
Total other (income) expenses 13,180 4,865
--------------- ----------------
NET LOSS $ (684,691) $ (616,693)
=============== ================

Net loss per common share (basic) $ (0.09) $ (0.09)
=============== ================
Weighted average number of common shares outstanding 7,767,629 6,727,763
=============== ================
Net loss per common share (diluted) $ (0.09) $ (0.09)
=============== ===============
Weighted average number of common shares outstanding 7,767,629 6,727,763
=============== ===============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> F-11

INFOCALL COMMUNICATIONS CORP.
STAAEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

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

<TABLE>
<CAPTION>
Total
Common Stock Additional Accumulated Stockholders'
Shares Amount Paid-In Capital Deficit Equity (Deficit)
--------- ----------- --------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>

BALANCE, FEBRUARY 28, 1998 5,801,930 $ 580 $ 388,278 $ (172,890) $ 215,968

Stock issuances in lieu of cash
for compensation 1,620,000 162 363,727 0 363,889

Net loss 0 0 0 (616,693) (616,693)
--------- ----------- --------------- ------------- ---------------

BALANCE, FEBRUARY 28, 1999 7,421,930 $ 742 $ 752,005 $ (789,583) $ (36,836)
--------- ----------- --------------- ------------- ---------------

Stock issuances 130,000 13 39,987 0 40,000

Stock issuances in lieu of cash
for compensation 985,000 99 435,153 0 435,252

Net loss 0 0 0 (684,691) (684,691)
--------- ----------- --------------- ------------- ---------------

BALANCE, NOVEMBER 30, 1999 8,536,930 $ 854 $ 1,227,145 $ (1,474,274) $ (246,275)
========= =========== =============== ============= ===============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> F-12

INFOCALL COMMUNICATIONS CORP.
STATEMENTS OF CASH FLOWS

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

For the Nine For the Twelve
Months Ended Months Ended
November 30, 1999 February 28, 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (684,691) $ (616,693)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 9,449 6,855
Stock issued in lieu of cash for
professional services 479,532 363,889
Changes in assets and liabilities
affecting operations:
Trade accounts receivable, net (13,680) (19,200)
Deferred costs (25,000) 0
Accounts payable 35,769 90,109
---------------- ----------------
Net cash used in operating activities (198,621) (175,040)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received from note receivable 25,000 227,001
Purchases of property and equipment (10,620) (5,893)
Payments for security deposits (6,028) 0
Payments of capital lease obligation (2,974) 0
Investment in software development costs (1,329) (51,681)
---------------- ----------------
Net cash provided by investing activities 4,049 169,427
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of certificate of deposit (50,000) 0
Proceeds from line of credit 45,000 0
Proceeds from loans from shareholder 11,799 5,613
Proceeds received for stock to be issued 265,000 0
Net proceeds from issuance of common stock 40,000 0
---------------- ----------------
Net cash provided by financing activities 311,799 5,613
---------------- ----------------
NET CHANGE IN CASH 117,227 0

CASH, BEGINNING OF PERIOD 0 0
---------------- ----------------
CASH, END OF PERIOD $ 117,227 $ 0
================ ================
SUPPLEMENTAL DISCLOSURE:
Interest paid during year $ 1,731 $ 577
================ ================

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> F-13

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

A. ORGANIZATION

Infocall Communications Corp. (the Company), was
incorporated in the State of Florida on February 1, 1993. The
Company is engaged in the operations of providing various human
resources and financial consulting services to the technology
industry in the Washington D.C. metropolitan area and to a
broader market using the Internet.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting - The accounts of the Company are
maintained on the accrual basis of accounting whereby revenue is
recognized when earned, and costs and expenses are recognized
when incurred.

Use of estimates - Management uses estimates and
assumptions in preparing financial statements in accordance with
generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities,
and the reported revenues and expenses. Actual results could vary
from those estimates.

Accounts receivable - The Company uses the allowance
method to account for amounts, if any, of its accounts
receivable which are considered uncollectible.

Property and equipment - Property and equipment are
stated at cost. Depreciation and amortization is determined using
the straight-line method over estimated useful lives ranging from
three to five years.

Revenue recognition - Revenue is principally derived from
customer contracts for employment searches, employee leasing and
employee placement fees, and is recognized when the services have
been rendered.

Advertising - Advertising costs are charged to operations
as incurred. For the nine months ended November 30, 1999 and the
year ended February 28, 1999, amounts charged to operations were
$137,623 and $5,926, respectively.

Deferred costs Deferred costs consist of capitalized
professional fees related to potential acquisitions.

Software development costs - SOP 98-1, Accounting for
Costs of Computer Software Developed or Obtained for Internal
Use, requires capitalization of external direct costs of
materials and services consumed in developing or obtaining
internal-use software. The Company had software development costs
of $38,010 and $51,681 at November 30, 1999 and February 28,
1999, respectively.

Income Taxes - The Company, a C-corporation, accounts
for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. Under this
method, deferred tax assets and liabilities are determined based
on differences between the financial reporting and tax basis of
assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are
expected to reverse. Valuation allowances are

<PAGE> F-14

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

established when necessary to reduce deferred tax assets to the
amount expected to be realized. The principal differences are the
utilization of the cash method of accounting for income tax
purposes versus the accrual method of accounting for financial
reporting purposes, net operating loss and contribution
carryforwards and the use of accelerated depreciation methods to
calculate depreciation expense for income tax purposes.

Stock-based compensation In October 1995, the FASB
issued SFAS No. 123, Accounting for Stock-Based Compensation,
which encourages companies to recognize expense for stock-based
awards based on their estimated fair value on the grant. SFAS is
effective beginning with the year ending December 31, 1996. SFAS
No. 123 permits companies to account for stock-based
compensation based on provisions prescribed in SFAS No. 123 or
based on the authoritative guidance in Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to
Employees. The Company has elected to continue to account for
its stock based compensation in accordance with APB 25 which uses
the intrinsic value method, however, as required by SFAS No. 123,
the Company has disclosed the pro forma impact on the financial
statements assuming the measurement provisions of SFAS No. 123
had been adopted. The Company accounts for all other issuances
of equity instruments in accordance with SFAS No. 123.

Net loss per common share The Company reports basic and
diluted earnings per share (EPS) according to the provisions of
SFAS No. 128, Earnings Per Share. SFAS No. 128 requires the
presentation of basic EPS and, for companies with complex capital
structures, diluted EPS. As the Company has common stock and
common stock equivalents outstanding, basic and diluted EPS are
presented. Basic EPS excludes dilution and is computed by
dividing net income (loss) available to common stockholders by
the weighted average number of common shares outstanding during
the period. Diluted EPS is computed by dividing net income
(loss) available to common stockholders, adjusted by any
convertible preferred dividends; the after-tax amount of interest
recognized in the period associated with any convertible debt;
and any other changes in income or loss that would result from
the assumed conversion of those potential common shares, by the
weighted number of common shares and common share equivalents
(unless their effect is anti-dilutive) outstanding.

Capital Structure SFAS No. 129, Disclosure of
Information about Capital Structure, requires a summary
presentation of the pertinent rights and privileges of the
various securities outstanding. The Company's outstanding stock
is completely comprised of voting common stock. There are no
other rights or privileges to disclose. In addition, entities
are required to disclose the number of shares issued upon
conversion, exercise, or satisfaction of required conditions
during the periods presented.

Comprehensive Income - Effective for financial statements
for periods ending after December 15, 1997, the Financial
Accounting Standards Board (FASB) issued Statements of
Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income, which establishes standards for reporting
comprehensive income and its components. Comprehensive income is
defined as the change in equity during a period from transactions
and other events from non-owner sources. Entities that do not
have items of other comprehensive income in any period

<PAGE> F-15

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

presented are not required to report comprehensive income,
accordingly the Company has not made any such disclosure in the
statements presented herein.

Segment Information Effective for financial statements
for periods beginning after December 15, 1997, the FASB issued
SFAS No. 131, Disclosure about Segments of an Enterprise and
Related Information. This pronouncement requires public
enterprises to report certain information about operating
segments, including products and services, geographic areas of
operations, and major customers. The Company has determined that
it does not have any separately reportable business segments for
the nine months ended November 30, 1999 and the year ended
February 28, 1999.

Change in year-end - The Company, which previously
reported on a fiscal year ending February 28, changed their
reporting period to a fiscal year ending November 30, 1999.

NEW ACCOUNTING PRONOUNCEMENTS:

Derivatives Instruments and Hedging Activities In June
1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. It establishes accounting
and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts and
for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The FASB has
recently issued SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities- Deferral of Effective Date of
FASB Statement No. 133. The Statement defers for one year the
effective date of SFAS No. 133. Management believes that the
adoption of this standard will not have a material effect on the
Company's financial position or results of operations.

C. PROPERTY AND EQUIPMENT

November 30, February 28,
1999 1999
------------ ------------
Equipment $ 35,055 $ 32,435
Furniture 8,000 -
----------- -----------
43,055 32,435
Less: accumulated depreciation (18,809) (9,360)
----------- -----------
Property and equipment, net $ 24,246 $ 23,075
=========== ===========

<PAGE> F-16

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

D. NOTE RECEIVABLE

On December 31, 1997, the Company sold their investment
in a subsidiary to a related party (see Note I) and received a
note receivable in the amount of the sale, $260,000. Interest
was paid using a rate of 7.67% per annum, compounded semi-
annually. At November 30, 1999 and February 28, 1999 the balance
of the note receivable was $-0- and $25,000, respectively.

E. LINE OF CREDIT - BANK

On September 1, 1999, the Company entered into a line of
credit agreement with a local financial institution for a maximum
amount of $50,000, which is collateralized by the Company's
$50,000 certificate of deposit. The note is payable on demand
with an expiration date of September 1, 2000. Interest accrues
at an annual rate of 1.00% over the Prime Lending Rate, which is
published in the Wall Street Journal. At November 30, 1999, the
interest rate to be applied to the unpaid balance was 9.25%. The
Company is required to make monthly payments of accrued interest
only, unless demanded by the financial institution or the note
matures. The balance was $45,000 and $-0- as of November 30,
1999 and February 28, 1999, respectively.

F. NOTE PAYABLE

The Company has a note payable, with an original amount
of $12,245, due to a finance company for the acquisition of an
office copier. The Company expects to repay the obligation
within the following year.

G. LIABILITY FOR STOCK TO BE ISSUED

The amount due of $309,280 at November 30, 1999
represents stock to be issued to individuals in which the Company
has received payment and stock to be issued to individuals for
services rendered during the nine months ended November 30, 1999.

The Company, in December 1999, has issued the shares
represented by the liability for stock to be issued, as noted
above.

H. INCOME TAXES

The benefit for income taxes for the nine months ended
November 30, 1999 and the year ended February 28, 1999 is as
follows:

November 30, February 28,
1999 1999
------------ ------------
Current $ - $ -
Deferred - -
------------ ------------
Total benefit for income taxes $ - $ -
============ ============

<PAGE> F-17

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

H. INCOME TAXES (Continued)

A reconciliation of income tax at the statutory rate to
the Company's effective rate is as follows for the periods ended:

November 30, February 28,
1999 1999
------------ ------------
<S> <C> <C>
Computed at the expected statutory rate $ (232,795) $ (209,676)
State income tax - net of Federal
tax benefit (27,388) (24,668)
Stock discount valuation differences 68,560 57,319
Other, net 1,054 1,366
Less valuation allowance 190,569 175,659
----------- ------------
Total benefit for income taxes $ - $ -
=========== ============

</TABLE>

Deferred tax assets and liabilities at November 30, 1999 and
February 28, 1999 were as follows:

<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------ ------------
<S> <C> <C>

Deferred tax assets:
Net operating loss carryforwards $ 354,232 $ 192,297
Contribution carryforwards 361 361
Accrual to cash conversion
differences - accounts payable 46,675 33,243
Stock issuance liability 16,809 -
Depreciation and amortization 7,140 3,553
----------- -----------
Gross deferred tax assets 425,217 229,454

Deferred tax liabilities:
Accrual to cash conversion
differences - trade receivables (12,482) (7,288)
----------- -----------
Valuation allowance (412,735) (222,166)

Net deferred taxes $ - $ -
=========== ===========

</TABLE>

The Company has available at November 30, 1999
approximately $933,000 of unused operating loss carryforwards
that may be applied against future taxable income that expire in
years 2008 through 2019. Certain tax returns have not been filed
since February 28, 1995 and therefore net operating loss and
contribution carryforwards may not be available

<PAGE> F-18

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

I. RELATED PARTY TRANSACTIONS

The President of the Company has loaned the Company money
to fund current operations. At November 30, 1999 and February
28, 1999 the Company was indebted to the President for $41,616
and $29,817, respectively.

The note receivable (see Note D) is due from a company
controlled by a party related to the President. As of November
30, 1999 and February 28, 1999 the balance of the note receivable
was $-0- and $25,000, respectively.

The President was compensated for services rendered for
the periods ended November 30, 1999 and February 28,1999 through
the issuance of 200,000 and 1,000,000 shares of restricted, Rule
144(A), common stock. Those shares were valued at $140,910 and
$114,897, and is included in Operating Expenses on the Statement
of Operations for the periods ended November 30, 1999 and
February 28, 1999, respectively.

J. COMMITMENTS AND CONTINGENCIES

Operating leases

The Company subleased office space in Vienna, Virginia
which ended September 1, 1999. Terms of the sublease agreement
required monthly rental payments of $2,600, plus the Company's
proportionate share of operating costs of the sublessor.

In November 1999, the Company entered into a new office
space lease in Vienna, Virginia. Terms of the lease agreement
require twelve (12) monthly rental payments of $4,634. If the
term is extended after the initial lease period, monthly payments
will be increased by 3% and the Company will be liable for its
proportionate share of the landlord's operating expenses.
Minimum future lease commitments under this agreement for the
year ending November 30, 2000 is $50,974.

Rent expense for the nine months ended November 30, 1999
and the year ended February 28, 1999 was $21,759 and $27,590,
respectively.

Capital lease obligations

The Company leases certain equipment held under capital
lease agreements expiring in 2001. The assets and liabilities
under capital leases are recorded at the lower of the present
value of the minimum lease payments or the fair value of the
asset. The assets are amortized over their estimated productive
lives. Amortization of assets under capital leases is included
in depreciation and amortization expense.

Future minimum lease payments due under the capital lease
agreement as of November 30, 1999 are as follows:

<PAGE> F-19

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

J. COMMITMENTS AND CONTINGENCIES (continued)

Year ending November 30:
2000 $ 5,680
2001 4,262
----------
Total minimum lease payments 9,942
Less: amount representing
interest (1,375)
----------
8,567
Less: current portion (4,589)
----------
$ 3,978
==========

Contract

The Company entered into an agreement in December 1996 to
receive an amount equal to the principal sum of $1,000,000 in
long distance telephone services at the Interstate rate of
between $0.07 and $0.09 per minute (price guaranteed for up to
twelve (12) months from the date of the agreement). In
consideration, the Company has offered 500,000 Rule 144 common
shares, which is redeemable on an equal pro rata basis to the use
of long distance telephone service. The actual quantity of
shares that shall be exchanged is predicated upon the value of
the common stock at point of exchange for telecommunications time
used. The agreement has several termination clauses, however,
the contract has an ultimate expiration date of December 2001.
As of November 30, 1999 and February 28, 1999, the Company did
not use any telecommunications services relating to the
agreement.

K. CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the
Company to concentrations of credit risk consist primarily of
cash. The Company maintains its cash account with a commercial
bank located in Virginia. Cash balances are insured by the
Federal Deposit Insurance Corporation, up to $100,000 per
financial institution. At November 30, 1999 and February 28,
1999, the Company had no uninsured cash balances.

During the periods ended November 30, 1999 and February
28, 1999, revenue was generated from major customers in amounts
exceeding 10% of total revenues as follows:

<PAGE> F-20

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

K. CONCENTRATION OF CREDIT RISK (continued)

November 30, 1999 February 28, 1999
--------------------------------- ------------------------------

Accounts Accounts
Receivable Receivable
Revenue % Balance Revenue % Balance
-------- --- ---------- ------- --- ----------
<S> <C> <C> <C> <C> <C> <C>

Customer 1 $ 70,600 18% $ 5,200 $ 19,680 34% $ 9,600

Customer 2 $208,080 53% $ 10,000 $ - -% $ -

Customer 3 $ 70,000 18% $ 15,680 $ - -% $ -

Customer 4 $ - -% $ - $ 8,750 15% $ -

</TABLE>

L. COMMON STOCK ISSUED IN LIEU OF CASH COMPENSATION

The Company has issued Rule 144(A), restricted stock in
lieu of cash for compensation of certain employees and
consultants. Due to the one (1) year restriction placed on the
stock and therefore the resulting lack of marketability, the
Company has elected to discount the value of the restricted stock
by 14.6% of the fair value of non-restricted trading stock at the
grant date.

Had compensation expense been determined based on the
fair value of the stock granted at the grant dates consistent
with the method of accounting under SFAS 123, the Company's net
loss and net loss per share would not have changed.

The total compensation cost, related to these stock
issuances, recognized for the nine months ended November 30, 1999
and the year ended February 28, 1999 is $479,532 and $363,889,
respectively, and is included in operating expenses on the
Statement of Operations.

M. NET LOSS PER COMMON SHARE

As required by SFAS No. 128, the following is a
reconciliation of the basic and diluted EPS calculations for the
periods presented:

November 30, February 28,
1999 1999
------------ --------------
Net loss (numerator) $ (684,691) $ (616,693)
Weighted average share
(denominator) 7,767,629 6,727,763
Basic net loss per share $ (.09) $ (.09)
Dilutive shares
(denominator) 7,767,629 6,727,763
Diluted net loss per share $ (.09) $ (.09)

<PAGE> F-21

INFOCALL COMMUNICATIONS CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND FEBRUARY 28, 1999
---------------------------------------

M. NET LOSS PER COMMON SHARE (continued)

As required by the Securities and Exchange Commission (SEC)
Staff Accounting Bulletin No. 98, the above calculation of EPS is
based on SFAS No. 128, Earning Per Share. Thus, 130,000
purchase warrants granted during the nine months ended November
30, 1999 are not included in the calculation of diluted EPS as
their inclusion would be antidilutive. No purchase warrants
were granted during the year ended February 28, 1999. In
addition, the Company is liable to issue 1,026,800 shares of
common stock and 700,000 purchase warrants related to cash
received and services rendered for the nine months ended November
30, 1999.

N. OPERATING LOSSES

The accompanying financial statements have been prepared
in conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going concern.
The Company has sustained substantial costs in implementing its
action plan, as outlined in its business plan in recent years.
In addition, the Company used substantial amounts of working
capital in funding these costs. At November 30, 1999, current
liabilities exceed current assets by $26,301. (See NOTE O).

In view of these matters, the ability of the Company
to continue as a going concern is dependent upon the Company's
ability to meet its financing requirements, and the success of
its future operations. Management believes that the costs
incurred to implement its action plans and develop its
infrastructure, as outlined in its business plan, are
substantially complete. The costs incurred primarily resulted
in the net losses referred to above. Management believes it can
now focus on generating revenues and this will provide the
opportunity for the Company to continue as a going concern.

O. SUBSEQUENT EVENTS

On December 13, 1999, the Company raised $300,000 in
additional working capital in exchange for 600,000 shares of
restricted, (Rule 144(A)), common stock to be issued. The use of
the $300,000 is not restricted and it is available to fund
general operations as necessary.

<PAGE> F-22

No dealer, salesman or other
person is authorized to give any
information or to make any
representations not contained in
this Prospectus in connection with
the offer made hereby, and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
Phoenix. This Prospectus does not
constitute an offer to sell or a
solicitation to an offer to buy the
securities offered hereby to any
person in any state or other
jurisdiction in which such offer or
solicitation would be unlawful.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date
hereof.

TABLE OF CONTENTS
Page
----
Additional Information.............. 3 INFE.COM, INC.
Prospectus Summary.................. 4
The Offering........................ 6
Summary Financial Data.............. 7
Risk Factors........................ 9
Price Range of Common Stock......... 18
Use of Proceeds..................... 19
Determination of Offering
Price............................... 19
Dividend Policy..................... 19 9,610,100 SHARES
Management's Discussion and
Analysis............................ 20
Business............................ 25
Management.......................... 29
Principal Shareholders.............. 33
Selling Shareholders................ 34
Certain Transactions................ 37
Description of Securities........... 38
Indemnification..................... 40 PROSPECTUS
Shares Eligible for Future Sale..... 40
Plan of Distribution................ 41
Legal Matters....................... 42
Experts............................. 42
Where You Can Find More Information. 42
Financial Statements................ F-1

September 14, 2000

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 11 of the Company's Amended and Restated Articles
of Incorporation provides that the Company shall indemnify its
officers and directors to the fullest extent permitted by law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate that expenses in connection with this
Registration Statement will be as follows:

SEC registration fee $ 1,829.27
Legal fees and expenses $30,000.00
Accounting fees and expenses $13,500.00
Miscellaneous $ 1,970.73

Total $47,300.00

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Date Name # of Shares Total Price
---- ---- ----------- -----------
<S> <C> <C> <C>

5/12/98 Brenda Cordova 20,000 (1)
5/12/98 Gus Mechalas 200,000 (2)
6/19/98 Thomas M. Richfield 1,000,000 (2)
1/28/99 William R. DeRosa Family Trust 150,000 (3)
4/15/99 Steven C. Hursey 30,000 $15,000
6/11/99 William R. DeRosa Family Trust 250,000 (3)
6/11/99 Thomas M. Richfield 200,000 (4)
6/11/99 Carl Shade & Sharon Fitzsimmons JTWROS 15,000 (5)
6/11/99 Gus Mechalas 150,000 (4)
10/12/99 Ronald J. Everett 100,000 $25,000
12/17/99 CRC International Inc 40,000 (6)
12/17/99 Arthur D. Viola 60,000 (7)
12/17/99 Joseph F. Rinaldi III 20,000 (8)

<PAGE> II-1

12/17/99 John M. Hughes 5,000 (7)
12/17/99 Douglas M. Larkin 5,000 (7)
12/17/99 Elizabeth C. Sara 5,000 (7)
12/22/99 William R. DeRosa Family Trust 350,000 (3)
12/22/99 Carl Shade & Sharon Fitzsimmons JTWROS 139,100 $25,000(9)
1/13/00 Bill Nesmith 12,500 (10)
1/13/00 Peter J. Frugone 10,500 (10)
1/13/00 Gino M. DiClemente 2,000 (10)
3/17/00 Capital Media Group 250,000 (7)
3/17/00 Interactive Business Channel 256,401 (11)
3/17/00 National Financial Communications Corp. 125,000 (12)
3/17/00 Robert Marks Co Inc. 125,000 (12)
3/17/00 Madden Consulting, Inc. 25,000 (13)
4/3/00 Marathon Consulting Corporation 50,000 (14)
4/7/00 IBF Consulting LTD 200,000 (15)
4/11/00 ClubComputer.com, Inc. 250,000 (16)
4/20/00 Interactive Business Channel 175,000 (11)
5/25/00 John Curry & Lisa Curry JTWROS 15,470 (17)
5/26/00 Joe C Pilgrim TTEE Apria Investments
Defined Benefit Pension Plan 15,000 $15,000
5/26/00 Scott R. Bittl 20,000 $20,000
5/26/00 Thomas M. Bruce 12,000 $12,000
5/26/00 John Curry & Lisa Curry JTWROS 50,000 $50,000
5/26/00 Lee E. Davis II 5,000 $5,000
5/26/00 Garrick Der 10,000 $10,000
5/26/00 Mary A. Eubanks 10,000 $10,000
5/26/00 Donald J. Hall, Jr. 4,000 $4,000
5/26/00 J. Hoyt Hayes, Jr. 30,000 $30,000
5/26/00 Richard W. Hoyt 10,000 $10,000
5/26/00 Rick Hunts 10,000 $10,000
5/26/00 Chad M. Kammerer 20,000 $20,000
5/26/00 Philip W. Kilgore 10,000 $10,000
5/26/00 E. Howard King, Jr. 15,000 $15,000
5/26/00 Michael Kovalchik 10,000 $10,000
5/26/00 Robert K. McConnel & Barbara
McConnel JTWROS 20,000 $20,000
5/26/00 Dean A. Mitchell 10,000 $10,000
5/26/00 Harold S. Mohn, Sr. 20,000 $20,000
5/26/00 Gerald J. Napolitano 10,000 $10,000
5/26/00 Gerard A. Napolitano 25,000 $25,000
5/26/00 Jeffrey A. Neal 10,000 $10,000
5/26/00 Nellysford.com, LLC 10,000 $10,000
5/26/00 Larry T. Shaffer, Jr. 15,000 $15,000
5/26/00 Ronnie Stanfill 30,000 $30,000
5/26/00 Kory Swekla 10,000 $10,000
5/26/00 Crews Turner Construction Profit
Sharing Plan FBO William P. Turner 10,000 $10,000
5/26/00 S. Greg Waughn 5,000 $5,000
5/26/00 Gary R. Wood 10,000 $10,000
5/26/00 David M. Zani 5,000 $5,000
6/1/00 Richard A. Cooper 76,190 $40,000

<PAGE> II-2
6/1/00 Charles Dunn 47,620 $20,000
6/1/00 Charles Riviere 76,190 $40,000
6/5/00 William R. DeRosa Family Trust 500,000 $250,000
6/15/00 Archer Systems Limited Inc. 300,000 (18)
6/19/00 Richard Sullivan 100,000 (19)
6/26/00 William R. DeRosa Family Trust 500,000 $250,000
6/26/00 William R. DeRosa Family Trust 200,000 (3)
7/6/00 Adam Taylor 70,000 (20)
7/25/00 Eric Majors 100,000 $10,000(21)
8/14/00 ClubComputer.com, Inc. 300,000 (16)
8/14/00 CNET Networks, Inc. 500,000 (16)
______________________

</TABLE>

1) Issued in lieu of cash for services rendered to INFe.com, Inc.
2) Compensation for the year ended February 28, 1999
3) Pursuant to a Consulting Agreement dated November 11, 1998
4) Compensation for the nine months ended November 30, 1999
5) Pursuant to a Consulting Agreement dated September 24, 1999
6) Compensation for 2 years of advisory board services
7) Issued in lieu of cash for consulting services rendered to
INFe.com, Inc.
8) Compensation for advisory board services
9) 100,000 shares sold at $25,000 and 39,100 shares issued
pursuant to a Consulting Agreement dated September 24, 1999
10) Pursuant to a Consulting Agreement dated December 15, 1999
11) Pursuant to a Consulting Agreement dated March 7, 1999
and a Modification to Consulting Agreement dated March 7, 1999
12) Pursuant to a Consulting Agreement dated March 13, 2000
13) Pursuant to a Consulting Agreement dated March 10,
2000 and letter revising agreement dated June 19, 2000
14) Pursuant to a Consulting Agreement dated March 28, 2000
15) Pursuant to a Share Exchange Agreement dated March 20, 2000
16) Pursuant to an Agreement for Sale of Assets of
ClubComputer.com, Inc dated April 1, 2000; an addendum to
the Agreement for Sale of Assets of ClubComputer.com, Inc.
dated August 9, 2000; and an letter dated August 9, 2000
17) Issued in lieu of cash for finder fees
18) Pursuant to a Strategic Alliance Agreement dated May
18, 2000
19) Pursuant to a Consulting Agreement dated June 9, 2000
and Addendum to Consulting Agreement dated August 10, 2000
20) Pursuant to an Employment Agreement dated April 26, 2000
21) Shares issued upon exercised of options

ITEM 27. EXHIBITS

(2.1) Agreement for Sale of Assets of ClubComputer.com,
Inc. dated April 3, 2000. (1)
(2.2) Addendum to Agreement for Sale of Assets of
ClubComputer.com, Inc. dated August 9, 2000. *
(2.3) Letter dated August 9, 2000 related to issuance of
the Company's common stock in connection with the purchase of
ClubComputer.com, Inc.*
(2.4) Agreement for Sale of Assets of Placeum.com Division
of International Data Operations, Inc. dated July 19, 2000. *

<PAGE> II-3

(2.5) Bill of Sale and Assignment dated July 19, 2000
between International Data Operations, Inc., and INFe.com, Inc.*
(3.1) Articles of Incorporation of Infocall Communications Corp.(2)
(3.2) Articles of Amendment to Articles of Incorporation of
Infocall Communications Corp.(3)
(3.3) Bylaws of Infocall Communications Corp.(4)
(3.4) Amended and Restated Articles of Incorporation of
Infocall Communications Corp.*
(4.1) Specimen Common Stock Certificate.*
(4.2) Specimen Warrant Certificate.*
(5.1) Opinion of Law Office of L. Van Stillman, P.A. as to
legality of securities being registered.*
(10.1) Strateginet Corporation Convertible Subordinated
Debenture dated May 12, 2000.*
(10.2) Guaranty of Strateginet Corporation dated May 12, 2000.*
(10.3) Share Exchange Agreement between the Company and IBF
Consulting LTD dated March 20, 2000.*
(10.4) Consulting Agreement between the Company and Madden
Consulting, Inc. dated March 10, 2000.*
(10.5) Letter Revising Agreement between the Company and
Madden Consulting, Inc. dated June 19, 2000.*
(10.6) Consulting Agreement between the Company and RTS
Investor Relations dated June 9, 2000.*
(10.7) Addendum to Consulting Agreement between the Company
and RTS Investor Relations dated August 10, 2000.*
(10.8) Consulting Agreement between the Company and Bill
DeRosa dated November 11, 1998.*
(10.9) Consulting Agreement between the Company and Electra
Capital dated December 15, 1999.*
(10.10) Consulting Agreement between the Company and BC
Pictures Ltd. dated June 1, 2000.*
(10.11) Consulting Agreement between the Company and Matthew
Marcus dated March 29, 2000.*
(10.12) Consulting Agreement between the Company and Marathon
Consulting Corporation dated march 28, 2000.*
(10.13) Consulting Agreement between the Company and Scott
Neil dated March 22, 2000.*
(10.14) Consulting Agreement between the Company and World of
Internet.com AG dated March 26, 2000.*
(10.15) Consulting Agreement between the Company and National
Financial Communications Corp. dated March 13, 2000.*
(10.16) Strategic Alliance Agreement between the Company and
Archer Systems Limited, Inc. dated May 18, 2000.*
(10.17) Consulting Agreement between the Company and
Interactive Business Channel dated March 7, 1999.*
(10.18) Modification to Consulting Agreement between the
Company and Interactive Business Channel dated March 7, 1999.*
(10.19) Lease Agreement between the Company and Tycon Tower
Investment Limited Partnership dated October 29, 1999.*
(10.20) Lease Agreement between the Company and Vantas Boca
Raton, Inc. dated march 29, 2000.*
(10.21) Thomas R. Richfield Employment Agreement dated
January 1, 2000.*

<PAGE> II-4

(10.22) Amendment to Thomas R. Richfield Employment Agreement
dated July 12, 2000.*
(10.23) Gus Mechalas Employment Agreement dated January 1, 2000.*
(10.24) Adam Taylor Employment Agreement dated April 26, 2000.*
(10.25) David N. Webster II Employment Agreement dated
December 15, 1999.*
(10.26) Eric Majors Employment Agreement dated January 24, 2000.*
(10.27) Harold Mohn Employment Agreement dated March 3, 2000.*
(10.28) Form of Subscription Agreement.*
(21.1) Subsidiaries of the Registrant.*
(23.1) Consent of Hoffman, Fitzgerald and Snyder, PC. *
(23.3) Consent of Law Office of L. Van Stillman included in Exhibit 5
hereto.*
(24.1) Power of Attorney (included on signature page).

---------------------
* Filed herewith

(1) Incorporated by reference from Exhibit 2.1 filed with
the Company's Current Report on Form 8-K filed April 27, 2000.
(2) Incorporated by reference from Exhibit 3(i) filed with
the Company's Report on Form 10SB12G filed December 30, 1999.
(3) Incorporated by reference from Exhibit 3(i)(1) filed
with the Company's Report on Form 10SB12G filed December 30,
1999.
(4) Incorporated by reference from Exhibit 3(ii) filed with
the Company's Report on Form 10SB12G filed December 30, 1999

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the Act) may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the securities and Exchange Commission
such indemnification is against public policy and as expressed in
the Act and is, therefore, unenforceable.

The Company hereby undertakes to:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:

i. Include any prospectus required by Section
10(a)(3) of the Securities Act;
ii. Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement.
iii. Include any additional or changed material
information on the plan of distribution.

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

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

<PAGE> II-5

(4) For determining any liability under the Securities
Act, treat the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1) or (4)
or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission
declared it effective.

(5) For determining any liability under the Securities
Act, treat each post-effective amendment that contains a
form of prospectus as a new registration statement for the
securities offered in the registration statement, and that
offering of the securities at that time as the initial bona
fide offering of those securities.

Signatures

In accordance with the requirements of the Securities Act of 193,
the registrant certifies that it has reasonable ground 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, thereunto duly authorized, in the city of
Vienna state of Virginia, on September 14, 2000.

INFE.COM, INC.

By: /s/ Thomas Richfield
-------------------------------
Thomas Richfield
President, Chief Executive
Officer, and Chairman of the
Board of Directors

In accordance with the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities indicated on September 14, 2000.

By: /s/ Thomas Richfield President, CEO and Chairman of
------------------------------- the Board of Directors
Thomas Richfield

By: /s/ Harold Mohn Chief Financial Officer
-------------------------------
Harold Mohn

By: /s/ Gus Mechalas Executive Vice President, Chief
------------------------------- Technology Officer and Director
Gus Mechalas

By: /s/ James Feeney Director
-------------------------------
James Feeney

<PAGE> II-6