QUIKBIZ INTERNET GROUP INC, SB-2/A, 2000-04-11

QUIKBIZ INTERNET GROUP INC
SB-2/A, 2000-04-11
COMPUTER PROGRAMMING SERVICES

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As filed with the Securities and Exchange Commission on April 11, 2000
Registration No. 333-87895
- -------------------------------------------------------------------------------

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

QUIKBIZ INTERNET GROUP, INC.
(Name of Small Business Issuer in Its Charter)

Nevada 7371 88-0320364
- ---------------------------- ---------------------------- ----------------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)

6801 Powerline Road
Ft. Lauderdale, Florida 33309
(954) 970-3553

(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)

--------------------
David B. Bawarsky, Chief Executive Officer
QuikBiz Internet Group, Inc.
6801 Powerline Road
Ft. Lauderdale, Florida 33309
(954) 970-3553

(Name, Address and Telephone Number of Agent for Service)

-------------------
Copies to:

David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800
(212) 818-8881 - Facsimile

Approximate date of commencement 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| ________

<PAGE>

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| _______

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| _______

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

<PAGE>

PROSPECTUS

QuikBIZ Internet Group, Inc.

6801 Powerline Road
Ft. Lauderdale, Florida 33309
(954) 970-3553

The Resale of 18,438,053 Shares of Common Stock

The selling price of the shares will be determined by market factors at the
time of their resale.

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

This prospectus relates to the resale by the selling shareholders of up to
18,438,053 shares of common stock. The selling shareholders may sell the stock
from time to time in the over-the-counter market at the prevailing market price
or in negotiated transactions. Of the shares offered,

o 838,053 shares are presently outstanding,

o up to 15,000,000 shares are issuable to Swartz Private Equity, LLC
based on an amended and restated Investment Agreement dated as of July
9, 1999,

o up to 2,000,000 shares are issuable upon the exercise of warrants
issued or issuable to Swartz under the amended and restated Investment
Agreement, and

o up to 600,000 shares are issuable upon the exercise of warrants issued
to M.H. Meyerson & Co, Inc.

We will receive no proceeds from the sale of the shares by the selling
shareholders. However, we have received proceeds from the sale of shares that
are presently outstanding and may receive up to $20 million of proceeds from the
sale of shares to Swartz, and we may receive additional proceeds from the sale
to Swartz of shares issuable upon the exercise of any warrants that may be
exercised by Swartz.

Our common stock is quoted on the over-the-counter Electronic Bulletin
Board under the symbol QBIZ. On April 5, 2000, the average of the bid and asked
prices of the common stock on the Bulletin Board was $1.250 per share.

Investing in the common stock involves a high degree of risk. You should
invest in the common stock only if you can afford to lose your entire
investment. See "Risk Factors" beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is April 11, 2000

<PAGE>

Please read this prospectus carefully. It describes our company, finances,
products and services. Federal and state securities laws require that we include
in this prospectus all the important information that you will need to make an
investment decision.

You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The selling
shareholders are not offering these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of this
prospectus.

The following table of contents has been designed to help you find
important information contained in this prospectus. We encourage you to read the
entire prospectus.

Table of Contents

Page Page

Prospectus Summary..................3 Management......................27
Summary Financial Data..............6 Executive Compensation..........28
Risk Factors........................7 Principal Shareholders..........30
Use of Proceeds....................11 Certain Transactions............31
Price Range of Common Stock........12 Description of Securities.......33
Dividend Policy....................12 Legal Matters...................34
Management's Discussion and Experts.........................34
Analysis of Financial Condition Where You Can Find More
and Results of Operations.......13 Information.................35
Business...........................18 Index to Financial Statements..F-1
Selling Shareholders...............22
Plan of Distribution...............26

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

QuikBIZ Internet Group, Inc. is a Nevada corporation. We were originally
incorporated in 1984 in Utah under the name Sunwest Industries, Inc. In 1994 we
merged with International Training & Education Corp., changed our name to
International Trading & Education Corp. and became a Nevada corporation. In 1996
we changed our name to DigiMedia USA, Inc. In May 1997, we merged with Nitros
Franchise Corporation and changed our name to Nitros Franchise Corporation. In
July 1997, we changed our name to Algorhythm Technologies Corporation. In July
1998 we changed our name to QuikBIZ Internet Group, Inc.

Our principal executive offices are located at 6801 Powerline Road, Ft.
Lauderdale, Florida 33309 and our telephone number is (954) 970-3553.

Some of the statements contained in this prospectus, including statements
under "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," are
forward-looking and may involve a number of risks and uncertainties. Actual
results and future events may differ significantly based upon a number of
factors, including:

o our significant historical losses and the expectation of continuing
losses;
o rapid technological change in the Internet industry;
o our reliance on key strategic relationships and accounts;
o the impact of competitive products and services and pricing; and
o uncertain protection of our intellectual property.

In this prospectus, we refer to QuikBIZ Internet Group, Inc. as we or
QuikBIZ. We refer to our subsidiary QuikBIZ Media Centers, Inc. (formerly
QuikLAB Multimedia Centers, Inc.) as QuikBIZ Media, our subsidiary
SmithAgency.com, Inc. as SmithAgency.com, and Swartz Private Equity, LLC as
Swartz.

<PAGE>

Prospectus Summary

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section.

Our Business

Through our QuikBIZ Mall division and our principal subsidiaries, QuikBIZ
Media and SmithAgency.com, we are developing several complementary
Internet-oriented businesses.

We are currently developing the QuikBIZ Mall (www.quikbiz.com), a virtual
mall on the Internet that offers corporate communications products, services and
supplies on-line. The QuikBIZ Mall also offers discount pricing, one-stop
shopping, easy ordering and quick delivery, and we expect that in the future it
will also offer product comparison data. We currently own and maintain most of
the merchant stores in the QuikBIZ Mall. We create most of the merchant stores
and purchase the products directly through "drop-ship" vendors. The vendors bill
us for products or services purchased at our merchant stores on the mall and we
bill the purchasers. Each store has its own separate URL and is expected to be
marketed independently of the mall. There are presently 12 stores on the Mall:
M2 PressWIRE, Media Furnishings, QuikBIZ Media, QuoteIt.com, The Presentation
Shop, Pro-Tape Outlet, SmithAgency.com, Cables and Bits, BizBookStop,
CDsupplies.com, LCD Mart and QuikBIZ Express. We own all of the stores except M2
PressWIRE.

QuikBIZ Media is a retail, business-oriented, multimedia production
facility. QuikBIZ Media offers a wide variety of audio, video, multimedia and
Internet services and products to business entities, government agencies,
non-profit organizations, schools, universities, religious organizations and
consumers. QuikBIZ Media produces and assists companies in creative content for
all types of corporate communication including sales, training, public relations
and promotion. QuikBIZ Media operates the QuikBIZ Media store on the QuikBIZ
Mall.

QuikBIZ Media also operates QuoteIt.com, which is linked to the QuikBIZ
Mall. QuoteIt.com is an Internet "bidding" website where purchasers of media
duplication services can "name their own price" for audio, video, CD and digital
video disk (DVD) media duplication. QuoteIt.com provides businesses, non-profit
corporations, government agencies, schools, universities, and religious
organizations with a "one-stop" site for shopping for media duplication services
on-line. QuikBIZ Media provides the duplication services through its own
facilities and through major duplication/replication companies throughout the
United States.

SmithAgency.com is a full service advertising and marketing agency.
SmithAgency.com provides its clients with a broad range of services, including
television commercial and radio commercial development and production, print
advertising development and production, direct marketing promotions, general
image advertising, design services, Internet site design and public relations.
SmithAgency.com operates the SmithAgency.com store on the QuikBIZ Mall.
SmithAgency.com has created a separate division, called Pix'l Creative, to
provide advertising, marketing and public relations services on a per-project
basis. The Pix'l Creative division will operate an e-commerce web site that will
be linked to the QuikBIZ Mall.

<PAGE>

Recent Events

Our Investment Agreement

We have entered into an amended and restated Investment Agreement with
Swartz to raise up to $20 million through a series of sales of our common stock
to Swartz. The dollar amount of each sale is limited by our common stock's
trading volume. A minimum period of time must occur between sales. In turn,
Swartz will either sell our stock in the open market, sell our stock to other
investors through nego tiated transactions or hold our stock in its own
portfolio. This prospectus covers the resale of our stock by Swartz either in
the open market or to other investors.

Additional Shares We Are Registering

In July 1998, we issued warrants to M.H. Meyerson & Co., Inc. to purchase
600,000 shares of common stock at a price of $.25 per share. The resale of the
common stock issuable to M.H. Meyerson & Co., Inc. upon exercise of the warrants
is included in this registration statement.

In 1999, we sold an aggregate of 172,000 shares of common stock to certain
private investors. The resale of the common stock by these private investors is
covered by this prospectus. In addition, the resale of 212,130 shares we issued
in February 2000 to a director and former officer of QuikBIZ for services
rendered, 159,000 shares sold by the director to six private purchasers in 1999,
208,000 shares sold by our Chief Executive Officer to eight private purchasers
in February 2000 and 10,000 shares we issued to a consultant in December 1999
for services to be rendered is covered by this prospectus.

Key Facts

Total shares outstanding prior to the
offering 14,273,736(1) as of April 3, 2000

Shares being offered for resale to
the public 18,438,053(2)

Total shares outstanding after the
offering 29,273,736(1)(3)

Price per share to the public Market price at time of resale.

Total proceeds raised by offering None; however, we have received p
Proceeds from the sale of shares
that are presently outstanding, we
may receive up to $20 million from
the sale of shares to Swartz, and
we may receive additional amounts
from the sale to Swartz of shares
issuable upon the exercise of any
warrants issued to Swartz pursuant
to the Investment Agreement and
from the sale to M.H. Meyerson &
Co., Inc. of shares issuable upon
the exercise of warrants that M.H.
Meyerson & Co. holds.

<PAGE>

Use of proceeds from the sale of We plan to use the proceeds
the shares to Swartz for working capital and general
corporate purposes.

OTC Bulletin Board Symbol
QBIZ

(1) Does not include (i) 600,000 shares of common stock underlying warrants
issued to M.H. Meyerson & Co., Inc. in July 1998 to purchase common stock
at $.25 per share, expiring on July 14, 2003; (ii) 500,000 shares
underlying warrants issued to Swartz in connection with the Investment
Agreement; (iii) 100,000 shares of common stock underlying options to
purchase common stock at $.15 per share, expiring on May 14, 2000; (iv)
300,000 shares of common stock underlying options to purchase common stock
at $.15 per share, expiring on May 14, 2000; (v) 200,000 shares of common
stock underlying options to purchase common stock at $.002 per share,
expiring on June 25, 2000; (vi) 60,000 shares of common stock underlying
options to purchase common stock at $.002 per share, with no stated
expiration date; and (vii) 18,643 shares of common stock issuable upon
conversion of 261 shares of preferred stock. Also does not include any
shares underlying warrants that we may issue to Swartz in the future
pursuant to the Investment Agreement.

(2) Includes (i) 838,053 shares that are presently outstanding, (ii) up to
15,000,000 shares that may be issued to Swartz pursuant to the Investment
Agreement, (iii) up to 500,000 shares underlying warrants issued to Swartz
in connection with the Investment Agreement, (iv) up to 1,500,000 shares
underlying warrants that we may issue to Swartz in the future pursuant to
the Investment Agreement, and (v) up to 600,000 shares underlying warrants
issued to M.H. Meyerson & Co., Inc. in July 1998.

(3) Includes up to 15,000,000 shares that may be issued to Swartz pursuant to
the Investment Agree ment.

<PAGE>

Summary Financial Data

The information below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto included elsewhere in this
prospectus.

Year Ended December 31,
-------------------------------------
1998 1999
---- ----

Revenue....................... $ 2,142,414 $ 4,488,363
Operating Expenses............ 2,899,298 5,258,165
Net Loss....................... (783,364) (789,427)
Basic (loss) per common share.. $ (0.060) $ (0.058)
Weighted average number of common
shares outstanding....... 13,067,857 13,590,236

December 31, 1999
-----------------
Balance Sheet Data:

Working capital............................. $ (1,116,245)
Total assets................................ 1,907,643
Total liabilities........................... 1,807,258
Shareholders' equity........................ $ 100,385

<PAGE>

Risk Factors

An investment in the common stock being offered for resale by the selling
shareholders is very risky. You should be able to bear a complete loss of your
investment. Before purchasing any of the common stock, you should carefully
consider the following risk factors, among others.

We have incurred significant losses and expect to continue to do so.

To date, we have incurred significant losses. At December 31, 1999, our
accumulated deficit was $3,182,150 and our working capital deficit was $349,320.
For the year ended December 31, 1999, we incurred a net loss of $789,427 and for
the year ended December 31, 1998, we incurred a net loss of $783,364. These
losses have resulted primarily from:

o significant costs associated with the acquisition of Nitros Franchise
Corporation and SmithAgency.com in 1997, QuikBIZ Media in 1998 and G&L
Group in 1999.

o significant costs associated with the development of the QuikBIZ Mall
and QuoteIt.com.

We expect to continue to incur operating losses in the future. There is no
assurance that sales of our products and services will ever generate sufficient
revenues to fund our continuing operations, that we will generate positive cash
flow or that we will attain or sustain profitability.

We have a limited operating history.

Although QuikBIZ was incorporated in 1984, it had no significant business
operations until May 1997. David Bawarsky, our Chief Executive Officer, has been
with us only since May 1997. Because of our limited operating history, you have
limited information on which to assess our ability to realize operating revenues
or profits in the future.

We will require additional financing.

Lack of sufficient funding could force us to curtail substantially or cease
our operations, which would have a material adverse effect on our business.
Based on our potential rate of cash operating expenditures and our current
plans, we anticipate our cash requirements for the next 12 months may need to
come primarily from the proceeds of the Investment Agreement with Swartz.
However, our ability to raise funds under the Investment Agreement is subject to
certain conditions. These conditions include the continuing effectiveness of a
registration statement covering the resale of the shares sold under the
Investment Agreement and a limitation on the number of shares we may issue based
on the volume of trading in the common stock. We anticipate that our future cash
requirements may be fulfilled by improved sales of products and services, the
sale of additional equity securities, debt financing and/or the sale or
licensing of certain of our technologies. However, there can be no assurance
that any future funds required in excess of the proceeds of the Investment
Agreement will be generated from operations or from the aforementioned or other
potential sources. There can also be no assurance that the required funds, if
available, will be available on attractive terms or that the terms under which
they are raised will not significantly dilute the interests of our existing
shareholders.

<PAGE>

The market for online commerce is still developing and is subject to a high
degree of uncertainty.

The market for online commerce is rapidly evolving and is subject to a high
level of uncertainty. Our success will depend to a substantial extent on the
willingness of the public to use online services as a method to purchase
corporate communications products and media duplication services. Although
members of management have considerable business experience, this is a new
venture and members of management have limited experience in the operation and
management of an Internet-based business.

The market in which we compete is subject to rapid technological change.

Technology in the Internet industry changes rapidly, and our products and
services, as well as the skills of our employees, could become obsolete quickly.
Our success will depend, in part, on our ability to improve our existing
services, develop new services and solutions that address the increasingly
sophisticated and varied needs of our current and prospective clients, and
respond to technological advances, emerging industry standards and practices and
competitive service offerings.

We could lose money on projects for which we set a fixed price.

We currently bill for most of our services on a "time and materials" basis.
However, we intend to increase the percentage of our work that is billed at a
fixed price and the percentage of revenues from these fixed-price engagements.
If we fail to estimate accurately the resources and time required for a project,
to meet client expectations about the services to be performed, or to complete
projects within budget, we will have cost overruns and, in some cases,
penalties, which could have a material adverse effect on our business, financial
condition and results of operations.

We rely upon key strategic relationships.

We have established a number of strategic relationships with leading
hardware and software companies, some of which can be terminated on short notice
by the parties. These relationships are not supported by written agreements. The
loss of any one of these strategic relationships could deprive us of the
opportunity to gain early access to leading-edge technology, market products
cooperatively with the hardware or software company, cross-sell additional
services and gain enhanced access to vendor training and support, which could
have a material adverse effect on our business, financial condition and results
of operations.

Intense competition from existing and new entities may adversely affect our
revenues and profitability.

We compete with advertising, video production and media duplication
companies, many of whom are developing or can be expected to develop Internet
strategies similar to ours. Many of our competitors have significantly greater
financial, technical, marketing and other resources than we do. Some of our
competitors also offer a wider range of services than we offer and have greater
name recognition and a larger customer base. These competitors may be able to
respond more quickly to new or changing opportunities, technologies and customer
requirements and may be able to undertake more extensive promotional activities,
offer more attractive terms to customers, and adopt more aggressive pricing
policies. We cannot assure you that we will be able to compete effectively with
current or future competitors or that the competitive pressures faced by us will
not harm our business.

<PAGE>

Protection of our intellectual property is limited and there is a risk of claims
for infringement.

We regard our copyrights, trademarks, trade secrets (including our
methodologies, practices and tools), as important to our success. If others
infringe or misappropriate our copyrights, trademarks or similar proprietary
rights, our business could be hurt. In addition, although we do not believe that
we are infringing the intellectual property rights of others, other parties
might assert infringement claims against us. Such claims, even if not true,
could result in significant legal and other costs and be a distraction to
management. Protection of intellectual property rights in many foreign countries
is weaker and less reliable than in the United States, so if our business
expands into foreign countries, risks associated with intellectual property will
increase.

We depend on David Bawarsky and James Lobel and the loss of either of their
services could harm our business.

We place substantial reliance upon the efforts and abilities of David
Bawarsky, our Chief Executive Officer, and James Lobel, the President of
SmithAgency.com. The loss of the services of either of them could have a
material adverse effect on our business, operations, revenues or prospects. We
presently have employment agreements with each of them. Mr. Bawarsky's
employment agreement expires on June 15, 2003. Mr. Lobel's employment agreement
expires on October 30, 2002. We have no assurance, however, that upon the
expiration of their respective employment agreements they will remain in our
employ. We do not maintain and we do not intend to obtain key man insurance on
the lives of Messrs. Bawarsky and Lobel.

We may be subject to government regulation in the future that could adversely
affect our business.

Our Internet-related business, and the Internet industry generally, is
presently not subject to extensive government regulation. However, because the
Internet is still evolving, new laws or regulations may be implemented that
specifically impact our business. New laws or regulations may address issues
such as user privacy, freedom of expression, pricing of products and services,
taxation, advertising, intellectual property rights, information security and
the convergence of traditional communications services with Internet
communications. There can be no assurance that in the future, as the Internet
market develops, regulation of certain activities on the Internet will not be
implemented and that such regulation will not adversely impact our business and
operations.

Our stock price is volatile.

The market price of our common stock has been and is likely to continue to
be volatile and could be subject to wide fluctuations in response to quarterly
variations in operating results, announcements of technological innovations or
new products by us or our competitors, changes in financial estimates by
securities analysts, overall equity market conditions or other events or
factors. Because our stock is more volatile than the market as a whole, our
stock is likely to be disproportionately harmed by factors that significantly
harm the market, such as economic turmoil and military or political conflict,
even if those factors do not relate to our business. In the past, securities
class action litigation has often been brought against companies following
periods of volatility in the market price of their securities. If securities
class action litigation is brought against us it could result in substantial
costs and a diversion of management's attention and resources, which would hurt
our business.

<PAGE>

Trading in our common stock on the OTC Bulletin Board may be limited.

Our common stock trades on the OTC Bulletin Board. The OTC Bulletin Board
is not an exchange and, because trading of securities on the OTC Bulletin Board
is often more sporadic than the trading of securities listed on an exchange or
Nasdaq, you may have difficulty reselling any of the shares that you purchase
from the selling shareholders.

Our common stock is subject to penny stock regulation.

Our common stock is subject to regulations of the Securities and Exchange
Commission relating to the market for penny stocks. These regulations generally
require that a disclosure schedule explaining the penny stock market and the
risks associated therewith be delivered to purchasers of penny stocks and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our securities and could limit your ability to sell your securities in the
secondary market.

A significant percentage of our common stock is held by our directors and
executive officers, who can significantly influence all actions that require a
vote of our shareholders.

Our directors and executive officers currently own approximately 50% of our
outstanding common stock. Accordingly, management is in a position to influence
significantly the election of our directors and all other matters that are put
to a vote of our shareholders.

The exercise of options and warrants may adversely affect our stock price and
your percentage of ownership.

If all of the warrants that may be issued to Swartz under the Investment
Agreement are issued, there will be outstanding options and warrants to purchase
2,778,643 shares of common stock and pre ferred stock convertible into 18,643
shares of common stock, assuming that we issue a total of 1,000,000 warrants to
Swartz under the Investment Agreement. The number of warrants that may be issued
to Swartz under the Investment Agreement will fluctuate depending on the price
at which we put shares to Swartz, which in turn will depend on the market price
at the time of the puts. In the future, we may grant more warrants or options
under stock option plans or otherwise. The exercise or conversion of stock
options, warrants or other convertible securities that are presently outstanding
or that may be granted in the future will dilute the percentage ownership of our
other shareholders. The "Description of Securities" section of this prospectus
provides you with more information about options and warrants to purchase our
common stock and convertible preferred stock that will be outstanding after this
offering.

<PAGE>

Use of Proceeds

We will not receive any proceeds from the sale of the shares by the selling
securityholders. However, we have received proceeds from the sale of shares that
are presently outstanding, we will receive up to $20 million from Swartz upon
Swartz's purchase of the shares from us and we may receive additional proceeds
from the sale to Swartz of shares issuable upon the exercise of warrants issued
or to be issued to Swartz pursuant to the Investment Agreement and from the sale
of shares to M.H. Meyerson & Co., Inc. upon the exercise of warrants issued to
M.H. Meyerson & Co., Inc. We intend to use the proceeds from the sale of the
shares to Swartz and the exercise of warrants by Swartz and M.H. Meyerson & Co.,
Inc. for working capital and general corporate purposes, including acquisitions.
To the extent we deem appropriate, we may acquire fully developed products or
businesses that, in our opinion, facilitate our growth and/or enhance the market
penetration or reputation of our products and services. To the extent that we
identify any such opportunities, an acquisition may involve the expenditure of
significant cash and/or the issuance of our capital stock. We currently have no
commitments, understandings or arrangements with respect to any such
acquisition.

<PAGE>

Price Range of Common Stock

Our common stock is traded on the OTC Electronic Bulletin Board. The
following table sets forth the high and low bid prices of our common stock for
each quarter for the years 1998 and 1999 and the first quarter of 2000 through
April 7, 2000. As of April 7, 2000, there were 418 holders of record of our
common stock.

The quotations set forth below reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

Common stock:

Year High Bid Low Bid
- ---- -------- -------
1998
First Quarter .40 .10
Second Quarter .38 .11
Third Quarter .40 .22
Fourth Quarter .69 .38

1999
First Quarter 1.57 .44
Second Quarter 2.00 1.06
Third Quarter 1.81 .63
Fourth Quarter 1.625 .375

2000
First Quarter 1.813 1.25
Second Quarter (through April 10, 2000) 1.25 1.00

Dividend Policy

We have not paid any dividends on our common stock during the past two
years. We expect to continue to retain all earnings generated by our operations
for the development and growth of our business, and do not anticipate paying any
cash dividends to our shareholders in the foreseeable future. The payment of
future dividends on the common stock and the rate of such dividends, if any,
will be determined by our Board of Directors in light of our earnings, financial
condition, capital requirements and other factors.

<PAGE>

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Overview

We provide businesses with communications services and products, including
Internet, Intranet, Extranet, Web site and electronic media solutions,
advertising, marketing and branding services, and related services. We offer a
comprehensive range of communications solutions designed to improve clients'
business processes. We provide professional services including strategic
consulting, analysis and design, technology development, systems implementation
and integration and audio and visual materials, including audio, video, CD and
DVD-Rom. We also provide advertising, marketing and consulting services in the
areas of strategic corporate and product positioning, corporate identity and
product branding, new media, packaging, collateral systems, direct marketing,
consumer and trade promotions and media placement services.

On August 31, 1999, we completed our acquisition of substantially all of
the assets of G&L Group and combined its operations with those of
SmithAgency.com. Accordingly, our financial statements have been presented to
combine the consolidated financial statements of G&L Group and SmithAgency.com
for the periods presented.

Since the reverse merger with Nitros Franchise Corporation in May 1997, our
operations have related primarily to recruiting personnel, raising capital,
completing the acquisitions of SmithAgency.com (November 1997), QuikBIZ Media
(July 1998) and G&L Group (September 1999) and developing our e-commerce
Internet sites. Through December 31, 1998, we have derived our revenues from two
of our wholly-owned subsidiaries: SmithAgency.com and QuikBIZ Media. Revenues
from wholly-owned subsidiaries represented 100% of our revenues for the year
ended December 31, 1999.

Results of Operations

Our revenues have grown from $2,142,414 in 1998 to $4,488,363 in 1999 on an
actual basis, but have declined from $7,458,000 in 1998 to $6,366,000 in 1999 on
a pro forma basis giving effect to our acquisitions.

The consolidated December 31, 1998 financial statements included a net loss
of $783,365, of which $460,491, or approximately 59%, was non-cash and mainly
attributable to acquisition costs, including amortization of goodwill and
employee compensation, and provision for uncollectible accounts. The
consolidated December 31, 1999 financial statements included a net loss of
$789,427, of which $381,661, or approximately 48%, was non-cash and mainly
attributable to acquisition costs, including amortization of goodwill expense
and employee compensation, and provision for uncollectible accounts.

Sources of Revenues and Revenue Recognition

QuikBIZ consolidates the financial statements of acquired entities
beginning on the date QuikBIZ assumes effective control of those entities.
Revenues primarily consist of advertising and multimedia productions. We derive
our revenues from services performed under one of three pricing arrangements:
retainer, time-and-materials and fixed-price.

We bill and recognize revenues from retainer agreements on a monthly basis
while the agreements are in effect. Retainer agreements are generally one year
in length and include a renewal clause. Typically, retainer relationships with
clients result in additional fixed-price and time-and-materials projects.
Retainer fees currently represent a small percentage of our overall revenues,
although revenues from clients with whom we have retainer relationships

<PAGE>

represent a substantial portion of our overall revenues. Consistent with our
focus on long-term relationships, our goal is to increase our number of
retainer-based arrangements.

We bill and recognize revenues from time-and-materials projects on the
basis of costs incurred in the period. We use a standardized estimation and work
plan development process to determine the requirements and estimated price for
each project. This process takes into account the type and overall complexity of
the project, the anticipated number of personnel of various skill sets needed
and their associated billing rates, and the estimated duration of and risks
associated with the project. Management personnel familiar with the production
process evaluate and price all project proposals.

We recognize revenues from fixed-price projects using the
percentage-of-completion method based on the ratio of costs incurred to the
total estimated project costs. Fees are billed to the client over the course of
the project. We estimate the price for fixed-price projects using the same
methodology as time-and-materials projects. All fixed-price proposals must first
be approved by a member of our senior management team.

We report revenue net of reimbursable expenses. Our revenues and earnings
are affected by a number of factors, including:

- - the amount of business developed from existing relationships;
- - our ability to meet the changing needs of the marketplace;
- - employee retention;
- - billing rates;
- - our ability to deliver complex projects on time; and
- - efficient utilization of our employees.

Many of our business initiatives, including our acquisition strategy, are
aimed at enhancing these factors.

Our expenses include direct costs, sales and marketing, general and
administrative, depreciation and amortization of tangible assets, and
amortization of goodwill. Direct costs includes salaries, benefits and incentive
compensation of billable employees and other direct costs associated with
revenue generation. Selling, general and administrative expenses include the
salaries and benefits costs of management and other non-billable employees,
sales and marketing expenses rent, accounting, legal and operational costs.
Depreciation and amortization expenses primarily include depreciation of
technology equipment, furniture and fixtures and leasehold improvements.
Amortization of goodwill expenses include charges for the excess of purchase
price over net tangible book value of acquired companies. Personnel compensation
and facilities costs represent a high percentage of our operating expenses and
are relatively fixed in advance of each quarter.

To date, we have grown the size and scale of our business organically by
attracting new clients, attracting new professional staff and expanding the
range and complexity of the services we offer. We intend to continue to strive
for organic growth.

Acquisition of Professional Services Firms

In addition to organic growth, a key component of our overall growth
strategy is the acquisition of, or investment in, complementary businesses,
technologies, services and products. We have acquired three companies since 1997
and intend to continue to pursue opportunities to acquire similar businesses.

<PAGE>

We believe our acquisitions have supported our growth and enhanced the
quality of services we offer our clients. Our acquisitions have allowed us to
rapidly build our base of professionals in the context of a tight labor market
for experienced technical and creative professionals. From July 1, 1997, to
December 31, 1999, our staff increased from 2 to 36 employees. Our broadening
Internet coverage has allowed us to better meet the needs of our national
clients and to attract new clients who seek integrated services across diverse
geographic areas. We have also been able to expand our service offerings through
the acquisition of companies with complementary products and skill sets.
Additionally, we expect to achieve cost synergies by consolidating management
and back-office operations and sharing technical infrastructure.

We evaluate acquisitions based on numerous quantitative and qualitative
factors. Quantitative factors include historical and projected revenues and
profitability, geographic coverage and backlog of projects under contract.
Qualitative factors include strategic and cultural fit, management skills,
customer relationships and technical proficiency. We used our common stock as
the primary consideration. We anticipate that we will use common stock and cash
as the primary form of consideration for future acquisitions.

We strive to integrate all acquired companies into our operating
organization. This integration includes business development, delivery of
services, managerial and administrative support, benefits, purchasing and all
other areas.

All of our acquisitions have been accounted for using the purchase method.
Under the purchase method, the financial data of the acquired entities are
consolidated with our financial results from the effective dates of their
acquisition. For each acquisition, a portion of the purchase price is allocated
to the tangible and identifiable intangible assets acquired and liabilities
assumed based on their respective fair market values on the acquisition date.
The remaining unallocated portion of the purchase price is allocated to
intangible assets, primarily goodwill, and amortized on a straight-line basis
over the estimated period of benefit, which is currently 10 years. We evaluate
the period of benefit on a company- by-company basis. For the years ended
December 31, 1999 and 1998, amortization of goodwill expense was $81,061 and
$67,372, respectively. We expect to incur additional acquisition-related
amortization expenses as a result of our acquisition program.

Comparison of the Fiscal Years 1998 and 1999

The following discussion relates to our actual operating results for the
periods noted. The operating results discussed include the operations of
acquired companies from the effective dates of their acquisitions. Given that
each year includes revenues and expenses from new acquisitions, we believe that
the operating results for 1999 are not directly comparable to the operating
results for 1998.

Revenues. Revenues were $2,142,414 in 1998 and grew to $4,488,363 in 1999,
an increase of approximately 110%. The increase in revenues reflected the
acquisition of G&L Group in August 1999.

Direct Costs. Direct salaries and costs were $1,753,877 in 1998 and grew to
$3,650,115 in 1999, an increase of approximately 108%. The increase in direct
costs 1999 compared to 1998 was primarily due to acquisitions. In the future, we
expect direct costs to increase in absolute dollar terms but to decrease as a
percentage of revenues due to improved economies of scale, the utilization of
billable professionals and our increase in revenues pertaining to our e-commerce
Internet sites.

<PAGE>

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $1,023,831 in 1998 and grew to $1,483,283 in 1999,
an increase of approximately 45%. Selling, general and administrative expenses
represented approximately 33% of revenues in 1999 and 48% of revenues in 1998.
The increase in selling, general and administrative expenses in absolute dollar
terms and the decrease in such expenses as a percentage of revenues in 1999
compared to 1998 was the result of our acquisitions. In the future, we expect
selling, general and administrative expenses to increase in absolute dollars but
to decrease as a percentage of revenues due to improved economies of scale and
higher overall revenues.

Amortization of Goodwill. Amortization of goodwill was $67,372 in 1998 and
grew to $81,061 in 1999. Amortization of goodwill represented 2% of revenues in
1999 and 3% of revenues in 1998. The increase in amortization of goodwill was
due to the goodwill resulting from the acquisition of G&L Group in 1999.
We expect amortization of goodwill to increase in absolute dollar terms as we
acquire additional companies.

Depreciation and Amortization. Depreciation and amortization expenses, net
of amortization of goodwill, were $54,218 in 1998 and decreased to $43,706 in
1999, a decrease of approximately 19%. Depreciation and amortization expenses
represented approximately 1% of revenues in 1999 and 3% of revenues in 1998. The
decrease from year to year was primarily the result of organization costs
becoming fully amortized in 1999.

Liquidity and Capital Resources

Since inception, we have funded our operations and investments in property
and equipment through cash from operations, equity financings, borrowings from
commercial banks and capital leases.

Our cash and cash equivalents were $18,059 at December 31, 1998 and $35,957
at December 31, 1999. Cash used in operating activities of $191,403 in 1998 and
$256,658 in 1999 was augmented by net proceeds from financing activities of
$132,837 in 1998 and $291,901 in 1999 and net cash provided by investing
activities of $74,315 in 1998, but reduced by cash used in investing activities
of $17,345 in 1999.

On July 9, 1999 we entered into an investment agreement with Swartz
to raise up to $20 million through a series of sales of common stock.
The dollar amount of each sale is limited by the trading volume and a minimum
period of time must occur between sales. In order to sell shares to Swartz,
there must be an effective registration statement on file with the SEC covering
the resale of the shares by Swartz and we must meet certain other conditions.
The agreement is for a three-year period ending July 9, 2002.

We have incurred recurring operating losses and negative cash flows from
operating activities and have negative working capital. We believe that our
available equity financing arrangement with Swartz will be sufficient to meet
our working capital and capital expenditure requirements for at least the next
two years. However, there can be no assurance that we will receive financing
from Swartz, that we will not require additional financing within this time
frame or that such additional financing, if needed, will be available on terms
acceptable to us, if at all.

<PAGE>

Year 2000 Compliance

The Year 2000 problem is the result of certain computer programs being
written using two digits, rather than four digits, to define the applicable
year. Any computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000, or not recognize the
date at all. If not corrected, this could result in system failures or
miscalculations that could result in service or other interruptions. To date, we
have not experienced any significant Year 2000 problems.

Testing and compliance monitoring as part of our Year 2000 program will
continue into 2000 to ensure proper leap year operations and that system changes
and additions are Year 2000 compliant.

Forward-looking Statements

When used in this prospectus and in our other filings with the Securities
and Exchange Commission, in our press releases and in oral statements made with
the approval of one of our authorized executive officers, the words or phrases
"will likely result," "plans," "will continue," "is anticipated," "estimated,"
"expect," "project" or "outlook" or similar expressions (including confirmations
by one of our authorized executive officers of any such expressions made by a
third party with respect to us) are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. We caution readers not to place undue reliance on any such
forward-looking statements, each of which speaks only as of the date made. Such
statements are subject to certain risks and uncertainties, including but not
limited to our history of losses, our limited operating history, our need for
additional financing, rapid technological change, and an evolving and uncertain
market for on- line commerce, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among others, the
factors described in the Risk Factors section of this prospectus. We undertake
no obligation to release publicly revisions we make to any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements. All written and oral forward-looking statements made after the date
of this prospectus and attributable to us or persons acting on our behalf are
expressly qualified in their entirety by this discussion.

<PAGE>

Business

QuikBIZ Internet Group, Inc. is a Nevada corporation. It was originally
incorporated in 1984 in Utah under the name Sunwest Industries Inc. In 1994 it
merged with International Training & Education Corp., changed its name to
International Training & Education Corp. and became a Nevada corporation. In
1996 it changed its name to DigiMedia USA, Inc. In May 1997, it merged with
Nitros Franchise Corporation and changed its name to Nitros Franchise
Corporation. In July 1997, it changed its name to Algorhythm Technologies
Corporation. In July 1998, it changed its name to QuikBIZ Internet Group, Inc.

As a result of QuikBIZ's merger with Nitros Franchise Corporation in May
1997 and the change in management that accompanied the merger, QuikBIZ changed
the focus of its business to the acquisition and development of Internet-related
businesses and phased out its prior business, which consisted of developing
computer-based training courses for the law enforcement industry. In November
1997, QuikBIZ acquired A.D.S. Advertising Corp., doing business as The Smith
Agency (now SmithAgency.com, Inc.), and in July 1998, QuikBIZ acquired QuikBIZ
Media.

Through its QuikBIZ Mall division and its principal subsidiaries, QuikBIZ
Media and SmithAgency.com, QuikBIZ is developing several complimentary
Internet-oriented businesses.

On August 31, 1999, we completed the acquisition of substantially all of
the assets of Gallaspy & Lobel, Inc., an advertising firm based in south Florida
doing business under the name G&L Group. We acquired all of G&L Group's
contracts and pending orders with its existing active clients, as well as all of
G&L Group's accounts receivable relating to its existing active clients. The
accounts receivable we acquired totaled approximately $500,000. In consideration
for G&L Group's assets, we assumed approximately $750,000 of G&L Group's
liabilities and issued 366,000 shares of common stock to G&L Group on September
1, 1999, valued for purposes of the transaction at $1.25 per share. We are
obligated to issue another 122,000 shares to G&L Group by September 1, 2000, to
be adjusted up or down under certain circumstances. If the market price of our
common stock is below $1.10 per share at the time the additional shares are to
be issued, the number of shares will be increased so that the aggregate value of
the shares issued in the transaction will not be less than $536,000. If we do
not achieve a minimum of $700,000 in gross profits from clients of G&L Group by
the time such additional shares are to be issued, $.80 of every dollar below
$700,000 will be deducted from the 122,000 shares, assuming a value of $1.25 per
share, up to a maximum of 122,000 shares. In connection with the acquisition,
James Lobel, the president of G&L Group, entered into a three year employment
agreement with us and agreed to become the president of SmithAgency.com.

The QuikBIZ Mall. The QuikBIZ Mall is a virtual mall for "business to
business" corporate communications. The QuikBIZ Mall enables businesses to
browse virtual, service-oriented specialty stores and order services on-line.
The services offered through the QuikBIZ Mall include Internet television and
radio services, duplication services, advertising services and presentation
services. All of our subsidiaries and business units, as well as certain
strategic partners, are "tenants" in the QuikBIZ Mall. We create most of the
merchant stores and purchase products directly through "drop-ship" vendors. The
vendors bill us for products or services purchased at the Mall and we bill the
purchasers. Each store has its own separate URL and is marketed independently of
the mall. There are presently 12 stores on the Mall: M2 PressWIRE, Media
Furnishings, QuikBIZ Media, QuoteIt.com, The Presentation Shop, Pro-Tape Outlet,
SmithAgency.com, Cables and Bits, BizBookStop, CDsupplies.com, LCD Mart and
QuikBIZ Express. We own all of the stores except M2 PressWIRE.

Today, the majority of corporate communication products are offered through
traditional marketing channels, including audio/video dealers and catalog/mail
order houses. The QuikBIZ Mall provides much more than the traditional marketing
channels of selling products and service. The site offers businesses greater
product selection, discount pricing, one-stop shopping, easy ordering and fast
shipping.

<PAGE>

There are presently a limited number of Internet sites focusing
specifically on corporate communication products and services. These Internet
sites fall under three types: manufacturers' websites, dealers' websites, and
business portal websites.

Manufacturers of communication products who have websites generally do not
offer their products directly to the end user through the websites. These
manufacturers use traditional marketing channels such as local audio/visual
dealers, wholesalers and catalog houses to sell their products. Manufacturers
generally use their websites only to disseminate product and dealer information.

Business portals that provide business information generally have limited
offerings of communications products and services. Business portals that offer
some e-commerce products usually just redirect purchasers through hot links to
third-party merchant websites.

Other virtual shopping malls group products and/or virtual stores together
but send consumers to individual merchants' websites to complete the purchase.
Once consumers are redirected to other sites, they generally start to go direct,
bypassing the original referring site.

QuikBIZ deals directly with its suppliers, buying at greatly discounted
prices. Most other virtual malls are middlemen who collect commissions from
banner ads and click-through and re-direct referrals. These types of commissions
are generally low.

QuikBIZ Media. QuikBIZ Media is a retail, business-oriented, multimedia
production facility. It offers a wide variety of audio, video, multimedia and
Internet services and products to businesses, government agencies, non-profit
organizations, schools, universities, religious organizations and consumers.
QuikBIZ Media produces and assists companies in creative content for all types
of corporate communications including sales, training, public relations and
promotion. QuikBIZ Media provides services in the development of Internet and
Intranet sites, interactive media, video and audio production, video and audio
digital encoding, video/audio/CD duplication and media package design and
collateral materials. Most of the services offered through QuikBIZ Media are
done in-house. We offer free pick- up, free delivery and same day service. More
than 70% of QuikBIZ Media's clientele are businesses using electronic media for
sales, training, public relations, promotion and corporate communications.
QuikBIZ Media also acts as a service bureau, providing services for all formats
of audio/visual and interactive media.

QuikBIZ Media has been operating a multimedia center in Fort Lauderdale,
Florida since 1991. It has developed and tested proprietary systems for
operating retail multimedia centers and plans to open retail multimedia centers
in major cities in the United States during the next three years. QuikBIZ Media
served over 9,000 clients within the last four years. QuikBIZ Media was founded
by its President, David Bawarsky, who is the Chief Executive Officer and
Chairman of QuikBIZ.

Many businesses compete with QuikBIZ Media in some aspects of the video,
multimedia and the Internet industries. This competition includes traditional
video production facilities, cable companies, television stations, duplication
facilities, ISP companies, web development companies, ad agencies and service
bureaus. Most of QuikBIZ Media's competitors operate from office buildings or
warehouses. Some limit their services to commercial or trade clients only;
others are even more specialized.

QuikBIZ Media is different from most of its competition because it operates
in a convenient retail setting, with retail walk-in hours, and caters to
businesses, schools, universities, government agencies, non-profit
organizations, religious organizations and consumers. As a full service, retail

<PAGE>

multimedia showroom, QuikBIZ Media's retail shops provide an alternative to
visiting several different, unrelated facilities to complete a multimedia
project.

QuoteIt.com. QuoteIt.com is an Internet site created and operated by
QuikBIZ Media that enables businesses, government agencies, non-profit
corporations, schools, universities, religious organi zations and consumers to
shop for media duplication services on-line. Visitors to the site can name their
own price for any quantity of audio, video, CD-Rom and digital video disc (DVD)
services. QuoteIt.com then seeks a vendor willing to do the work at the quoted
price. QuikBIZ Media provides the duplication services through its own
facilities and through major duplication/replication companies throughout the
United States. Potential vendors are approved through an application process. If
a vendor is approved, it becomes part of a pool of vendors that we approach with
the consumer's bid price.

SmithAgency.com. SmithAgency.com is a full service agency specializing in
advertising and public relations services. SmithAgency.com has been in business
since 1983.

SmithAgency.com offers a broad range of services to its clients, including
television and radio commercial development and production, print advertising
development and production, direct mar keting promotions, general image
advertising, design services, Internet site design and public relations. The
traditional marketing services offered by SmithAgency.com include the
development and planning of the advertising, including creative design and
production of the advertisements, media research, planning and buying of space
and time, and market research. SmithAgency.com has created a separate division,
called Pix'l Creative, to provide advertising, marketing and public relations
services on a per-project basis. The Pix'l Creative division will operate an
e-commerce web site that will be linked to the QuikBIZ Mall.

Direct marketing and promotions offered by SmithAgency.com include direct
mail, direct response and 800 number services, as well as on-line marketing. The
development and the design of interactive campaigns are part of the promotion
aspect of the agency's business.

General image advertising focuses on the company or organization as a whole
and not on a specific product. This "branding" effort is an important element in
building consumer confidence.

SmithAgency.com represents clients in a wide variety of industries,
including healthcare, automotive, consumer packaged goods, entertainment and the
food industry.

The marketing and communications industry is very competitive and is
expected to remain so. SmithAgency.com's primary competitors are the advertising
firms in the southeastern United States, but SmithAgency.com also faces
competition from small- to mid-size firms in cities around the country.
Competition in the advertising industry is based upon creativity, knowledge of
media, ability to service a client, financial controls and "chemistry" with the
client. Firms that have focused primarily in public relations are beginning to
accept assignments for non-public relations work. The Internet appears to be
giving rise to an influx of competitors who are not necessarily trained in the
traditional aspects of the advertising industry.

Government Regulation

Our Internet-related businesses, including the QuikBIZ Mall, are presently
not subject to extensive government regulation. However, because the Internet is
still evolving, new laws or regulations may be implemented in the future that
specifically impact our Internet-related businesses. New laws or

<PAGE>

regulations may address issues such as user privacy, freedom of expression,
pricing of products and services, taxation, advertising, intellectual property
rights, information, security and the convergence of traditional communications
services with Internet communications.

The advertising services produced by SmithAgency.com are subject to the
Federal Trade Commission Act and the regulations of the Federal Trade
Commission. The FTC Act proscribes false advertising, misleading and unfair
advertising and similar practices.

Employees

QuikBIZ has two employees, QuikBIZ Media has 18 employees and
SmithAgency.com has 16 employees. None of our employees is represented by a
labor union. We consider our relations with our employees to be good.

Litigation

QuikBIZ Media is a defendant in a lawsuit filed in June 1999 in the Circuit
Court of the 17th Judicial Circuit, in Broward County, Florida. The plaintiff,
Lynda V. McGlawn, is seeking to collect a debt resulting from the assignment to
her by Telephonetics International, Inc. of a debenture of QuikBIZ Media in the
amount of $110,000. QuikBIZ Media previously filed a separate action in the
Circuit Court against Telephonetics International, Inc. alleging, among other
things, that QuikBIZ Media was fraudulently induced to execute the debenture.
QuikBIZ Media is currently seeking to have the two lawsuits consolidated.

On March 24, 2000, we commenced an action in the Circuit Court of the 17th
Judicial Circuit, in Broward County, Florida against Andrew D. Smith, a
principal shareholder and former officer and director of QuikBIZ and former
officer and employee of SmithAgency, Charles Robb, a former employee of
SmithAgency.com, and Random House, Inc. Our complaint alleges that Messrs. Smith
and Robb breached their employment and non-competition agreements with
SmithAgency and violated their fiduciary duties to SmithAgency by wrongfully
taking confidential information relating to an advertising campaign developed
for one of our clients and put that information into a manuscript for
publication as a book by Random House, Inc. Our complaint further alleges that
Messrs. Smith and Robb created a competing advertising agency after their
employment with SmithAgency was terminated, in violation of their noncompetition
agreements. We are seeking damages from Messrs. Smith and Robb and an injunction
against further violation of their agreements. We are also seeking an injunction
against Random House, Inc. to prevent Random House, Inc. from paying any of the
proceeds of the book to Messrs. Smith and Robb.

Properties

Our subsidiaries lease the following properties:
Termination
Subsidiary Location Area Yearly Rent Date
---------- -------- ---- ----------- ---------
SmithAgency.com 6801 Powerline Road 10,000 square $6,500 8/31/2004*
Ft. Lauderdale, FL feet
33309

<PAGE>

Termination
Subsidiary Location Area Yearly Rent Date
---------- -------- ---- ----------- ---------

SmithAgency.com 5310 N.W. 33rd 2,746 square $3,098 1/31/2001
Ave., Ste. 212 feet**
Ft. Lauderdale, FL
33309

QuikBIZ Media 2121 W. Oakland 6,700 square $7,789 2/01/2006
Park Blvd., Suite 8 feet
Ft. Lauderdale, FL
33311

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

* SmithAgency.com has an option to renew this lease for an additional
three-year term.

** SmithAgency.com has sublet this space to a third party.

Selling Shareholders

The following table provides certain information with respect to the
selling shareholders' beneficial ownership of our common stock as of April 4,
2000, and as adjusted to give effect to the sale of all of the shares offered
hereby. Except for Kirk J. Girrbach, a director and former officer of QuikBIZ,
and Andrew D. Smith, a former director and officer of QuikBIZ, none of the
selling shareholders currently is an affiliate of ours and none of them has had
a material relationship with us during the past three years. Except for M.H.
Meyerson & Co., Inc., which is a registered broker-dealer, none of the selling
shareholders are or were affiliated with registered broker-dealers. See "Plan of
Distribution." The selling shareholders possess sole voting and investment power
with respect to the securities shown.

Swartz Private Equity, LLC 17,000,000 17,000,000(2) 0 0
M.H. Meyerson & Co., Inc. 600,000 600,000 0 0
Craig Baldwin 4,044 4,044 0 0
James Brakefield 40,000 40,000 0 0
Patrick Comer 12,500 12,500 0 0
Joseph V. George 8,250 8,250 0 0
John E. Girrbach 80,162 80,162 0 0
Kirk J. Girrbach 980,828(3) 212,130 768,698(3) 2.6%
Todd Green 20,000 20,000 0 0
David Gubbay 20,000 20,000 0 0
Hotel Europe 20,000 20,000 0 0
Tim Iverson 50,000 10,000 40,000 *
Gyorgy Katz 92,000 92,000 0 0
</TABLE>

<PAGE>

<TABLE>
Shares Beneficially
Owneddd
Number of Shares After Offering(1)
Beneficially ------------------
Owned Number of Number <
Name Before Offering Shares Offered of Shares Percentage
---- --------------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Peter Kertes 139,423 139,423 0 0
Renee Kertesz 125,000 125,000 0 0
Lloyd Mandell 28,000 28,000 0 0
Charles Robb 204,044 4,044 200,000 *
Andrew D. Smith 2,335,050(4) 22,500 2,312,550(4) 5.2%
</TABLE>

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

* Less than one percent.

(1) Assumes that all of the offered shares will be resold by the selling
shareholders and none will be held by the selling shareholders for their
own accounts.

(2) Represents shares of common stock that we may sell to Swartz pursuant to
the Investment Agreement and upon the exercise by Swartz of options issued
or issuable in connection with the Investment Agreement. It is expected
that Swartz will not own beneficially more than 9.9% of our outstanding
common stock at any time.

(3) Includes 130,000 shares of common stock issuable upon exercise of
outstanding options. Does not include an aggregate of 218,000 shares of
common stock held by several adult members of Mr. Girrbach's family. Mr.
Girrbach disclaims beneficial ownership of the shares held by such persons.

(4) Does not include 400,000 shares of common stock owned by Mr. Smith's
parents, Howard and Elaine Smith. Andrew D. Smith disclaims beneficial
ownership of the shares held by Howard and Elaine Smith.

Amended and Restated Investment Agreement

On July 9, 1999, we entered into an Investment Agreement with Swartz, which
was subsequently amended and restated as of July 9, 1999. The amended and
restated Investment Agreement entitles us to issue and sell our common stock to
Swartz for up to an aggregate of $20 million from time to time during the
three-year period ending on July 9, 2002. Each election by us to sell stock to
Swartz is referred to as a put right.

Put rights. In order to invoke a put right, we must have an effective
registration statement on file with the SEC registering the resale of the shares
of common stock that may be issued as a consequence of the exercise of that put
right. We must also give at least 10 but not more than 20 business days' advance
notice to Swartz of the date on which we intend to exercise a particular put
right and we must indicate the maximum number of shares of common stock that we
intend to sell to Swartz. At our option, we may also designate a maximum dollar
amount of common stock (not to exceed $3 million) that we will sell under the
put and/or a minimum purchase price per common share at which Swartz may
purchase shares under the put. The minimum purchase price may not exceed 82.5%

<PAGE>

of the closing bid price of our com mon stock on the date on which we give
Swartz advance notice of our exercise of a put right. The num ber of common
shares sold to Swartz may not exceed the lesser of 15% of the aggregate daily
reported trading volume during a period that begins on the business day
immediately following the day we exer cise the put right and ends on and
includes the day that is 20 business days after the date we exercise the put
right, or 9.9% of the total number of shares of common stock that would be
outstanding upon completion of the put.

For each share of common stock, Swartz will pay us the lesser of:

o the market price for such share, minus $.10, or
o 91% of the market price for the share;

provided, however, that Swartz may not pay us less than the designated minimum
per share price, if any, that we indicate in our notice.

Market price is defined as the lowest closing bid price for the common
stock on its principal market during the pricing period. The pricing period is
defined as the 20 business days immediately following the day we exercise the
put right.

Warrants. Within five business days after the end of each pricing period,
we are required to issue and deliver to Swartz a warrant to purchase a number of
shares of common stock equal to 10% of the common shares issued to Swartz in the
applicable put. Each warrant will be exercisable at a price that will initially
equal 110% of the market price on the date on which we exercised the put right.
Each warrant will be immediately exercisable and have a term beginning on the
date of issuance and ending five years thereafter.

Limitations and conditions precedent to our put rights. Swartz is not
required to acquire and pay for any shares of common stock with respect to any
particular put for which, between the date we give advance notice of an intended
put and the date the particular put closes:

o we have announced or implemented a stock split or combination of
our common stock;
o we have paid a common stock dividend;
o we have made a distribution of all or any portion of our assets
or evidences of indebtedness to the holders of our common stock;
or
o we have consummated a major transaction, such as a sale of all or
substantially all of our assets or a merger or tender or exchange
offer that results in a change of control of QuikBIZ.

Short sales. Swartz and its affiliates are prohibited from engaging in
short sales of our common stock unless Swartz has received a put notice under
which shares have not yet been issued and the amount of shares involved in the
short sale does not exceed the number of shares specified in the put notice.

Cancellation of puts. We must cancel a particular put between the date of
the advance put notice and the last day of the pricing period if:

o we discover an undisclosed material fact relevant to Swartz's
investment decision;
o the registration statement registering resales of the common
shares becomes ineffective; or
o our shares are delisted from the then primary exchange.

<PAGE>

If a put is canceled, it will continue to be effective, but the pricing
period for the put will termi nate on the date notice of cancellation of the put
is given to Swartz. Because the pricing period will be shortened, the number of
shares Swartz will be required to purchase in the canceled put will be smaller
than it would have been had the put not been canceled.

Shareholder approval. Under the Investment Agreement, we may sell Swartz a
number of shares that is more than 20% of our shares outstanding on the date of
this prospectus. If we become listed on The Nasdaq Small Cap Market or Nasdaq
National Market, we may be required to obtain shareholder approval to issue some
or all of the shares to Swartz. As we are currently a Bulletin Board company, we
do not need shareholder approval.

Termination of Investment Agreement. We may terminate our right to initiate
further puts or terminate the Investment Agreement at any time by providing
Swartz with notice of such intention to terminate; however, any such termination
will not affect any other rights or obligations we have concerning the
Investment Agreement or any related agreement.

Restrictive covenants. During the term of the Investment Agreement and for
a period of 90 days after the Investment Agreement is terminated, we are
prohibited from engaging in certain transactions. These include the issuance of
any equity securities, or debt securities convertible into equity securities,
for cash in a private transaction without obtaining the prior written approval
of Swartz. We are also prohibited from entering into any private equity line
type agreements similar to the Investment Agreement without obtaining Swartz's
prior written approval.

Right of first refusal. Swartz has a right of first refusal, subject to
another first refusal obligation for which we are contractually obligated, to
participate in any private capital raising transaction of equity securities that
closes from the date of the Investment Agreement (July 9, 1999) through 90 days
after the Investment Agreement is terminated.

Swartz's right of indemnification. We have agreed to indemnify Swartz
(including its stockholders, officers, directors, employees, investors and
agents) from all liability and losses resulting from any misrepresentations or
breaches we make in connection with the Investment Agreement, our registration
rights agreement, other related agreements, or the registration statement.

Additional Securities Being Registered

In July 1998 we issued 200,000 shares of common stock to Kirk J. Girrbach
pursuant to an employment agreement between Mr. Girrbach and one of our
subsidiaries. In February 2000 we issued 12,130 shares to Mr. Girrbach in
payment for $8,100 of accrued legal fees and disbursements relating to his
services as our general counsel from July 1998 to March 1999. Mr. Girrbach is
reimbursing us for the SEC filing fees that we are paying to include his shares
on the registration statement of which this prospectus is a part.

On various dates between May 1997 and August 1999, Kirk J. Girrbach sold an
aggregate of 159,000 shares of common stock in private transactions to James
Brakefield, Charles Robb, Joseph V. George, Craig Baldwin, Andrew D. Smith and
John E. Girrbach. John E. Girrbach is Kirk Girrbach's brother. All of these
shares are being registered for resale on behalf of the purchasers. Mr. Girrbach
has agreed to reimburse us for the SEC filing fees that we have paid to include
these shares on the registration statement of which this prospectus is a part.

<PAGE>

On July 14, 1999, we issued warrants to M.H. Meyerson & Co., Inc. to
purchase 600,000 shares of common stock in connection with our entry into an
agreement with M.H. Meyerson & Co., Inc. pursuant to which M.H. Meyerson & Co.,
Inc. agreed to provide certain investment banking services to us for five years
beginning on July 14, 1998. The warrants expire on July 14, 2003.

On February 17, 1999, we sold 76,923 shares of common stock to Peter Kertes
at a price of $.78 per share. On August 20, 1999, we sold 100,000 shares of
common stock to Renee Kertesz at a price of $.50 per share and 64,000 shares of
common stock to Gyorgy Katz at a price of $.50 per share.

On December 13, 1999, we issued 50,000 shares of our common stock to Tim
Iverson in consideration for certain website consulting services to be provided
by Mr. Iverson. 10,000 of those shares are being registered for resale by Mr.
Iverson.

On February 3, 2000, David Bawarsky, our President, Chief Executive
Officer, Chief Financial Officer and director, sold an aggregate of 208,000
shares of common stock in private transactions to Peter Kertes, Renee Kertesz,
Patrick Comer, Gyorgy Katz, Hotel Europe, Lloyd Mandell, Todd Green and David
Gubbay. All of these shares are being registered for resale on behalf of the
purchasers. Mr. Bawarsky has agreed to reimburse us for the SEC filing fees that
we have paid to include these shares on the registration statement of which this
prospectus is a part.

Plan of Distribution

Each selling shareholder is free to offer and sell his or her common shares
at such times, in such manner and at such prices as he or she may determine. The
types of transactions in which the common shares are sold may include
transactions in the over-the-counter market (including block transactions),
negotiated transactions, the settlement of short sales of common shares or a
combination of such methods of sale. The sales will be at market prices
prevailing at the time of sale or at negotiated prices. Such transactions may or
may not involve brokers or dealers. The selling shareholders have advised us
that they have not entered into agreements, understandings or arrangements with
any underwriters or broker- dealers regarding the sale of their shares. The
selling shareholders do not have an underwriter or coordinating broker acting in
connection with the proposed sale of the common shares.

The selling shareholders may sell their shares directly to purchasers or to
or through broker- dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders. They may also receive compensation
from the purchasers of common shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). Swartz
is, and each remaining selling shareholder and any broker- dealer that assists
in the sale of the common stock may be deemed to be, an underwriter within the
meaning of Section 2(a)(11) of the Securities Act. Any commissions received by
such broker-dealers and any profit on the resale of the common shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions. The selling shareholders may agree to indemnify broker- dealers for
transactions involving sales of the common stock against certain liabilities,
including liabilities arising under the Securities Act.

Because Swartz is and the remaining selling shareholders may be deemed to
be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act,
the selling shareholders will be subject to prospectus delivery requirements.

<PAGE>

We have informed the selling shareholders that the anti-manipulation rules
of the SEC, including Regulation M promulgated under the Securities and Exchange
Act, may apply to their sales in the market and has provided the selling
shareholders with a copy of such rules and regulations.

Selling shareholders also may resell all or a portion of the common shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

Except for the SEC filing fees for which we are being reimbursed by Messrs.
Bawarsky and Girrbach, we are responsible for all costs, expenses and fees
incurred in registering the shares offered hereby. The selling shareholders are
responsible for brokerage commissions, if any, attributable to the sale of such
securities.

Management

The following persons are our current directors, executive officers and
significant employees:

Name Age Position
- ---- --- ---------
David Bawarsky 44 President, Chief Executive
Officer, Chief Financial
Officer and Director

Kirk J. Girrbach 41 Director

Dr. Bohdan Moroz 61 Director

James Lobel 55 President of
SmithAgency.com

David Bawarsky has served as our Chief Executive Officer since May 1997, as
a director since March 1997 and as our President, Chief Financial Officer and
Treasurer since December 1999. He also served as President from May 1997 to
November 1997. Mr. Bawarsky served as President of our wholly- owned subsidiary,
QuikBIZ Media, since 1991, when he founded QuikBIZ Media. From July 1997 to
March 1998, Mr. Bawarsky served as President and a director of Telephonetics
International, Inc., a company engaged in the business of telephone advertising.
Mr. Bawarsky was a consultant to QuikBIZ from 1995 to May 1997. From 1991 to
1997 Mr. Bawarsky was Vice President of Videotape Supply Company, Inc., a
company engaged in the business of manufacturing video tapes. He was also an
independent video consultant from 1990 to 1997.

Kirk J. Girrbach has served as a director since April 1998. He served as
Treasurer from April 1998 to December 1999. Mr. Girrbach is a lawyer and since
1990 has conducted a law practice in Ft. Lauderdale, Florida, concentrating in
the areas of securities, construction, contracts and real estate law. From
November 1991 to May 1997, Mr. Girrbach served as President and director of
QuikBIZ. From December 1985 to November 1994 he was a police officer and
detective with the Ft. Lauderdale Police Department.

<PAGE>

Dr. Bohdan Moroz has served as a director since November 1997. Since 1982,
he has been a licensed and practicing psychiatrist at Holy Cross Hospital in Ft.
Lauderdale, Florida. He is a member of the American Medical Association,
Canadian Royal College of Physical Medicine & Rehabilitation, American Congress
of Physical Medicine & Rehabilitation, and the Broward County Medical
Association.

James Lobel has served as President of SmithAgency.com since September 1,
1999. He was the President of G&L Group from 1989, when he founded G&L Group, to
August 31, 1999. He was the Treasurer of Harvey Studios, Inc., an advertising
design firm, from 1983 to 1989. He was selected as a Business Leader in
Advertising & Public Relations by The Daily Business Review in 1994 and was
named "Adman of the Year" in 1998 by the Ft. Lauderdale Ad Club.

Executive Compensation

The following table lists the cash remuneration paid or accrued during
1998, 1997 and 1996 to Messrs. Bawarsky and Andrew Smith, who served as our
President until October 1999. Except for Messrs. Bawarsky and Smith, none of our
executive officers received compensation of $100,000 or more from us in 1998.

Summary Compensation Table
<TABLE>
Name and Principal Other Annual Securities Underlying
Position Year Salary($) Bonus($) Compensation($) Options(#)
---------- ---- --------- -------- --------------- -----------
<S> <C> <C> <C> <C> <C>

David Bawarsky 1999 91,346 0 16,438(1) 0
President, Chief Executive 1998 87,501(2) 0 13,800(3) 200,000
Officer, Chief Financial 1997 0 0 0 300,000
Officer and Treasurer

Andrew Smith 1999 78,717 0 7,792(4) 0
Former President 1998 100,000 0 0 0
1997 16,500 0 1,500(5) 200,000

</TABLE>

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

(1) Consists of $5,200 of life insurance premiums and $11,238 of automobile and
insurance payments.

(2) $34,617 of this amount has been deferred and will be paid in the form of
shares of common stock, valued at market price on the date of issue.

(3) Consists of $5,200 of life insurance premiums and $8,600 of automobile
lease and insurance payments.

(4) Consists of automobile lease and insurance payments.

(5) Consists of automobile lease and insurance payments.

The following table shows the aggregate number of options to purchase
common stock held by Messrs. Bawarsky and Smith, and the value of such options
at December 31, 1999. Neither Mr. Bawarsky nor Mr. Smith exercised any options
in 1999.

<PAGE>

1999 Year-End Option Values

<TABLE>

Value of securities underlying unexercised
Number of securities underlying in-the-money options at
Name unexercised options at December 31, 1999 December 31, 1999(1)
---- ---------------------------------------- ---------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David Bawarsky 500,000 0 $999,000 $0
Andrew Smith 0 0 $0 $0
</TABLE>

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

(1) Represents the total gain that would be realized if all in-the-money
options held at December 31, 1999 were exercised, determined by multiplying
the number of shares underlying the options by the difference between the
per share option exercise price and $2.00, the closing price of the common
stock on December 31, 1999.

Director Compensation

Our non-employee directors did not receive any compensation for their
services as directors in 1999.

Employment Agreements

QuikBIZ Media has an employment agreement with David Bawarsky, dated June
16, 1998 and expiring June 15, 2003, pursuant to which Mr. Bawarsky serves as
Chairman, President and Chief Executive Officer of QuikBIZ Media. QuikBIZ
assumed QuikBIZ Media's obligations under the employment agreement when QuikBIZ
acquired QuikBIZ Media in July 1998. Mr. Bawarsky's employment agreement
provides for a present base annual salary of $210,000 and a non-accountable
expense allowance of $25,000 per year. The employment agreement also provides a
customary benefits package, including two automobiles and term life insurance,
payable to Mr. Bawarsky's beneficiaries, in the amount of $2,000,000, and term
life insurance on the life of Mr. Bawarsky's wife in the amount of $500,000
payable to Mr. Bawarsky. Mr. Bawarsky's employment agreement prohibits him from
competing with QuikBIZ Media during the term of the agreement or disclosing
confidential information or trade secrets of QuikBIZ in any unauthorized manner
at any time. If QuikBIZ Media terminates Mr. Bawarsky's employment or changes
his duties without his consent, QuikBIZ Media will be obligated to pay Mr.
Bawarsky severance pay of $2,000,000. Under his employment agreement, Mr.
Bawarsky is entitled to receive an annual performance incentive bonus based upon
the net profits of QuikBIZ Media, as follows:

Percentage of Net Profits

Net Profits of QuikLAB Payable to Executive
- ---------------------- --------------------
$0 to $149,000 10%
$150,000 to $299,000 15%
$300,000 or greater 20%

<PAGE>

SmithAgency.com has an employment agreement with James Lobel, dated August
31, 1999 and expiring August 31, 2002, pursuant to which Mr. Lobel serves as
President of SmithAgency.com. Mr. Lobel's employment agreement provides for a
present base annual salary of $120,000 per year, a non- accountable expense
allowance of $10,000 for the first year of the agreement, $40,000 worth of
common stock of QuikBIZ, and a customary benefits package, including an
automobile. Pursuant to a separate Noncompete/Nondisclosure agreement, Mr. Lobel
is prohibited from competing with SmithAgency.com during the term of the
agreement and for three years after termination of the agreement and from
disclosing confidential information or trade secrets of SmithAgency.com in any
unauthorized manner during such time. Mr. Lobel is entitled to receive a
performance bonus equal to 10% of SmithAgency.com's net profits, subject to a
maximum of $250,000 per year, payable at his option in cash or common stock of
QuikBIZ.

Principal Shareholders

The following table sets forth certain information regarding beneficial
ownership of our common stock as of April 4, 2000 by (i) each shareholder known
by us to be the beneficial owner of 5% or more of the outstanding common stock,
(ii) each of our directors and (iii) all directors and executive officers as a
group. Except as otherwise indicated, we believe that the beneficial owners of
the common stock listed below, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Shares of common stock issuable upon
exercise of options and warrants that are currently exercisable or exercisable
within 60 days of April 10, 2000 have been included in the table.

<TABLE>
Name and Address of Shares Beneficially Shares Beneficially
Beneficial Owner Owned Prior to the Offering Owned After the Offering
------------------- ---------------------------------------------------------------------------------

Number of Shares Percent Number of Shares After Offering
---------------- ------- ---------------- --------------
<S> <C> <C> <C> <C>
David Bawarsky 5,450,887(1) 36.9% 5,450,887(1) 18.3%
6184 Vista Linda Lane
Boca Raton, Florida 33433

Kirk J. Girrbach 980,828(2) 6.8% 768,698(2) 2.6%
6550 N. Federal Highway
Ft. Lauderdale, Florida 33308

Dr. Bohdan Moroz 782,143(3) 5.5% 782,143(3) 2.7%
250 Compass Drive
Ft. Lauderdale, Florida 33308

Andrew D. Smith 2,335,050(4) 16.4% 2,312,550(4) 7.9%
20955 Vieto Terrace
Boca Raton, Florida 33433

Anthony J. Ard 1,000,000(5) 7.0% 1,000,000(5) 3.4%
240 S.E. 28th Avenue
Pompano Beach, Florida 33062

Officers and directors as a group 7,213,858(1)(2)(3) 48.3% 7,213,422(1)(2)(3) 24.1%
(3 persons)
</TABLE>

<PAGE>

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

(1) Includes 500,000 shares of common stock issuable upon exercise of
outstanding options. Does not include 25,000 shares of common stock owned
by Mr. Bawarsky's father, Henry Bawarsky. David Bawarsky disclaims
beneficial ownership of the shares held by Henry Bawarsky.

(2) Includes 130,000 shares of common stock issuable upon exercise of
outstanding options. Does not include an aggregate of 218,000 shares of
common stock held by several adult members of Mr. Girrbach's family. Mr.
Girrbach disclaims beneficial ownership of the shares held by such persons.

(3) Includes 30,000 shares of common stock issuable upon exercise of
outstanding options, 25,000 shares held by Dr. Moroz' wife and 1,429 shares
held by Dr. Moroz' son.

(4) Does not include 400,000 shares of common stock owned by Mr. Smith's
parents, Howard and Elaine Smith. Andrew Smith disclaims beneficial
ownership of the shares held by Howard and Elaine Smith.

(5) Does not include 20,000 shares held by Mr. Ard's brother, Michael Ard.
Anthony J. Ard disclaims beneficial ownership of the shares held by Michael
Ard.

Certain Transactions

On February 7, 2000, we issued 200,000 shares of common stock to Kirk J.
Girrbach pursuant to an employment agreement dated April 13, 1998 between Mr.
Girrbach and Capital Network of America, Corp., a subsidiary of QuikBIZ that is
now dormant.

On August 31, 1999, we completed the acquisition of substantially all of
the assets of G&L Group, of which James Lobel was the president and a principal
stockholder. In consideration for G&L Group's assets, we agreed to pay G&L Group
$610,000, payable in shares of our common stock, and we assumed approximately
$750,000 of G&L Group's liabilities. We issued 366,000 shares of common stock to
G&L Group on September 1, 1999, valued for purposes of the transaction at $1.25
per share, and we are obligated to issue another 122,000 shares within one year.
In connection with the acquisition, Mr. Lobel entered into a three year
employment agreement with us and agreed to become the president of
SmithAgency.com. In addition, we subleased the office space occupied by G&L
Group from G&L Group's owners, including Mr. Lobel. We are presently using this
office space for our principal executive offices.

We entered into an agreement with Kirk J. Girrbach, dated July 15, 1998,
pursuant to which we retained Mr. Girrbach as corporate counsel. Mr. Girrbach is
no longer our counsel. We agreed with Mr. Girrbach that Mr. Girrbach's
compensation (at the rate of $200 per hour) and reimbursement for costs would be
payable in shares of QuikBIZ common stock valued at market price on the date of
grant. On February 3, 2000, we issued an aggregate of 12,130 shares of common
stock to Mr. Girrbach in payment for $8,100 of accrued fees and disbursements.

On July 9, 1998, we acquired QuikBIZ Media from David Bawarsky, our present
Chief Executive Officer and the then sole shareholder of QuikBIZ Media. Pursuant
to the acquisition agreement, the outstanding shares of QuikBIZ Media were

<PAGE>

canceled and 500,000 shares of common stock of QuikBIZ Media were issued to us.
In consideration for such shares, we assumed QuikBIZ Media's obligations to Mr.
Bawarsky under his employment agreement with QuikBIZ Media and agreed that if by
July 9, 2001 QuikBIZ Media doubles its $100,000 net profit for 1996, we will
issue options to Mr. Bawarsky to purchase a total of 2,800,000 shares of common
stock, exercisable for five years at a price of $.002 per share. In connection
with our assumption of Mr. Bawarsky's employment agreement, we issued options to
Mr. Bawarsky to purchase 200,000 shares of QuikBIZ common stock, exercisable for
two years from the date of issue at a price of $.002 per share. The acquisition
agreement also provided that Mr. Bawarsky would be entitled to elect to have his
annual performance incentive bonus paid in shares of QuikBIZ common stock. The
acquisition agreement also required that our board of directors consist of two
persons, Mr. Bawarsky and Andrew Smith, and contained our agreement that Mr.
Bawarsky will serve as our Chairman and Chief Executive Officer. Mr. Bawarsky
has waived the provision of the acquisition agreement limiting the board of
directors to two persons and requiring that Mr. Smith be one of the directors.

On June 25, 1998, we borrowed $50,000 from Cella Reyes, the wife of our
director Dr. Bohdan Moroz, pursuant to a promissory note due June 25, 1999 and
bearing interest at 12% per annum. In consideration for the loan, on June 26,
1999 we issued warrants to purchase 25,000 shares of common stock at a price of
$.17 per share to Ms. Reyes. The warrants were exercised on June 25, 1999. We
repaid the note in full prior to the maturity date and applied $4,250 of the
accrued interest on the note to the exercise price of the warrants.

On November 7, 1997, we acquired SmithAgency.com from Andrew Smith, our
former President. Pursuant to the acquisition agreement, all of the outstanding
shares of SmithAgency.com were canceled, SmithAgency.com issued 6,500 shares of
its common stock to us and we issued 2,300,000 shares of our common stock to
Andrew Smith. Pursuant to the acquisition agreement, we caused SmithAgency.com
to enter into an employment agreement with Mr. Smith and, in connection with
such employment agreement, we issued options to Mr. Smith to purchase 200,000
shares of our common stock, exercisable for two years at a price of $.002 per
share. These options expired unexercised. The employment agreement was
terminated as of October 28, 1999.

In July 1997, in exchange for 1,000,000 shares of common stock, we acquired
the rights to the name "Algorythm Technologies International Inc." from
Telephonetics International, Inc. David Bawarsky, who was our President and one
of our directors at the time of the transaction, and Alan J. Kvares, who was one
of our directors at the time of the transaction, were the controlling
shareholders and principal officers of Telephonetics International, Inc. We
returned the rights to the name "Algorythm Technologies International, Inc." to
Telephonetics International, Inc. in 1998 and the 1,000,000 shares issued to
Telephonetics International, Inc. were returned to us at that time.

In June 1997 we issued 144,077 shares of common stock to Kirk J. Girrbach
and 144,076 shares of common stock to Gene Farmer for consulting services. Prior
to the merger with Nitros Franchise Corporation, which is referred to in the
next paragraph, Mr. Girrbach was the President and a director of QuikBIZ and Mr.
Farmer was the Executive Vice President and a Director of QuikBIZ. Mr. Girrbach
is currently a director of QuikBIZ.

In May 1997 QuikBIZ merged with Nitros Franchise Corporation. David
Bawarsky, who was then a director of QuikBIZ, was the president, a director and
the principal shareholder of Nitros Franchise Corporation. Mr. Bawarsky received
2,400,889 shares of common stock in the merger and options to purchase 300,000
shares of common stock at $.15 per share. Kirk J. Girrbach and Gene Farmer each
received options to purchase 100,000 shares of common stock at $.15 per share.

<PAGE>

Description of Securities

Common Stock

Our certificate of incorporation authorizes us to issue up to 25,000,000
shares of common stock, par value $.002 per share. Of the 25,000,000 shares of
common stock authorized, 14,273,736 shares are issued and outstanding as of the
date of this prospectus.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors from funds legally available for such
dividends. We may not pay any dividends on the common stock until cumulative
dividends on the preferred stock have been paid in full. Upon liquidation,
holders of shares of common stock are entitled to a pro rata share in any
distribution available to holders of common stock. The holders of common stock
have one vote per share on each matter to be voted on by stockholders, but are
not entitled to vote cumulatively. Holders of common stock have no preemptive
rights. All of the outstanding shares of common stock are, and all of the shares
of common stock offered for resale in connection with this prospectus will be,
validly issued, fully paid and non-assessable.

Preferred Stock

There are 261 shares of preferred stock, par value $.001 per share, of
QuikBIZ outstanding. The holders of the preferred stock are entitled to receive
cumulative dividends of $120 per share per year, when and as declared by the
board of directors, payable quarterly. Each share of preferred stock is
convertible into 71.43 shares of common stock at the option of the holder. We
may redeem the preferred stock at our option upon payment of a redemption price
of $1,100 per share. In the event of liquidation of QuikBIZ the holders of the
preferred stock are entitled to receive $1,000 per share prior to any
distribution to the holders of common stock. Except as otherwise provided by
law, the holders of the preferred stock are not entitled to vote.

Warrants

There are outstanding warrants to purchase 600,000 shares of our common
stock at a price of $.25 per share. These warrants were issued to M.H. Meyerson
& Co., Inc. on July 14, 1998 in connection with our entry into an agreement with
M.H. Meyerson & Co., Inc. pursuant to which M.H. Meyerson & Co., Inc. agreed to
provide certain investment banking services to us for five years beginning on
July 14, 1998. The warrants expire on July 14, 2003. The holders of at least 51%
of the warrants have the right to require, on one occasion, that we register the
shares of common stock underlying the warrants for resale under the Securities
Act. The holders of at least 51% of the warrants also have the right to be
included on any other registration statement we file during the period beginning
on July 14, 1998 and ending on July 14, 2003.

There are outstanding warrants to purchase 500,000 shares of our common
stock at a price of $1.4625 per share. These warrants were issued to Swartz on
May 25, 1999 in consideration of Swartz's commitment to enter into the
Investment Agreement. The warrants expire on May 25, 2004. The holders of the
warrants have the right to have the common stock issuable upon exercise of the
warrants included on any registration statement we file, other than a
registration statement covering an employee stock plan or a registration
statement filed in connection with a business combination or reclassification of
our securities.

<PAGE>

Legal Matters

The legality of the securities offered hereby has been passed upon by
Graubard Mollen & Miller, New York, New York.

Experts

The balance sheet of QuikBIZ as of December 31, 1999 and 1998 and the
statements of opera tions, shareholders' equity and cash flows of QuikBIZ for
the years then ended, included in this prospec tus, have been included herein in
reliance on the report, which includes an explanatory paragraph on our ability
to continue as a going concern, of Gerson, Preston & Company, P.A., certified
public accountants, given on the authority of that firm as experts in accounting
and auditing. The balance sheet of Gallaspy & Lobel, Inc. as of December 31,
1998 and the statements of operations and accumulated adjustment account and
cash flows for the year ended December 31, 1998, included in this prospectus,
have been included herein in reliance on the report, which includes an
explanatory paragraph on the ability of Gallaspy & Lobel, Inc. to continue as a
going concern, of Charles A. Nichols, C.P.A., P.C., certified public accountant,
given on the authority of Mr. Nichols as an expert in accounting and auditing.

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room.

We have filed with the SEC a registration statement on Form SB-2 under the
Securities Act with respect to the securities offered under this prospectus.
This prospectus, which constitutes a part of the registration statement, does
not contain all of the information set forth in the registration statement,
certain items of which are omitted in accordance with the rules and regulations
of the SEC. Statements contained in this prospectus as to the contents of any
contract or other documents are not necessarily complete and in each instance
reference is made to the copy of such contract or documents filed as an exhibit
to the registration statement, each such statement being qualified in all
respects by such reference and the exhibits and schedules thereto. For further
information regarding QuikBIZ and the securities offered under this prospectus,
we refer you to the registration statement and such exhibits and schedules which
may be obtained from the SEC at its principal office in Washington, D.C. upon
payment of the fees prescribed by the SEC.

<PAGE>

Index to Financial Statements

Pro Forma Combined Financial Information of
QuikBIZ Internet Group, Inc.
Introduction to Pro Forma Combined Financial Information................. F-2
QuikBIZ Internet Group, Inc. and Subsidiaries Pro Forma Balance Sheet
as of June 30, 1999................................................. F-3
Pro Forma Condensed Combined Statements of Operations

for the Year Ended December 31, 1998................................ F-4
Pro Forma Condensed Combined Statements of Operations
for the Six Months Ended June 30, 1999.............................. F-5
Notes to Pro Forma Condensed Combined Financial Information.............. F-6

QuikBIZ Internet Group, Inc.

Report of Gerson, Preston & Company, P.A................................. F-7
Consolidated Balance Sheets, December 31, 1998 and 1999.................. F-8
Consolidated Statements of Operations, Years Ended December 31, 1998
and 1999............................................................ F-9
Consolidated Statements of Shareholders' Equity, Years Ended
December 31, 1998 and 1999.......................................... F-10
Consolidated Statements of Cash Flows, Years Ended December 31, 1998
and 1999............................................................ F-11
Notes to Consolidated Financial Statements............................... F-13

Gallaspy & Lobel, Inc.
Report of Charles A. Nichols, C.P.A., P.C................................ F-20
Balance Sheet, December 31, 1998......................................... F-21
Statement of Operations and Accumulated Adjustment Account
For the Year Ended December 31, 1998................................ F-22
Statement of Cash Flows For the Year Ended December 31, 1998............. F-23
Notes to Financial Statements............................................ F-24

F-1

<PAGE>

Introduction to Pro Forma Combined Financial Information of QuikBIZ Internet
Group, Inc.

The following unaudited pro forma combined condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the combined financial position or results of operations for future periods or
the results of operations of financial position that actually would have been
realized had QuikBIZ Internet Group, Inc. (QuikBIZ) and Gallaspy & Lobel, Inc.
d/b/a G & L Group (G & L) been a combined company during the specified periods.
The unaudited pro forma combined condensed financial statements, including
related notes, are qualified in their entirety by reference to, and should be
read in conjunction with, the historical consolidated financial statements and
related notes thereto of QuikBIZ, included in its registration statement on Form
SB-2 as amended, and Gallaspy & Lobel, Inc. d/b/a G & L Group, included
elsewhere in this filing.

The following unaudited pro forma combined condensed financial statements give
effect to the acquisition of Gallaspy & Lobel, Inc. d/b/a G & L Group using the
purchase method of accounting. The pro forma combined condensed financial
statements are based on the respective historical audited and unaudited
consolidated financial statements and related notes of QuikBIZ Internet Group,
Inc. and Gallaspy & Lobel, Inc. d/b/a G & L Group. The pro forma adjustments are
preliminary and are based on management's estimates of the value of tangible and
intangible assets acquired.

The actual adjustments may differ materially from those presented in these pro
forma financial statements. A change in the pro forma adjustments would result
in a reallocation of the purchase price affecting the value assigned to the
long-term tangible and intangible assets or, in some circumstances, result in a
charge to the statement of operations. The effect of these changes on the
statement of operations will depend on the nature and amounts of the assets and
liabilities adjusted.

The unaudited pro forma combined condensed balance sheet assumes that the
acquisition took place on June 30, 1999, and combines QuikBIZ's unaudited June
30, 1999 consolidated balance sheet with G & L's unaudited June 30, 1999 balance
sheet. The pro forma combined condensed statements of operations assume all of
the acquisition completed through the date of this report took place January 1,
1998 and combines QuikBIZ's audited consolidated statement of operations for the
year ended December 31, 1998 and unaudited consolidated statement of operations
for the six months ended June 30, 1999 with G & L's audited statement of
operations for the year ended December 31, 1998 and unaudited statement of
operations for the six months ended June 30, 1999, respectively.

F-2

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries Pro Forma Balance Sheet
as of June 30, 1999
<TABLE>
QuikBIZ Pro Forma
Historical G & L Group (a) Adjustments Pro Forma
---------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Assets

Current assets
Cash $ 35,758 $ - $ - $ 35,758
Accounts receivable 303,260 389,962 44,571 (2) 737,793
Other 34,345 7,419 (7,419) (2) 34,345
------ ----- ------- ------
Total current assets 373,363 397,381 37,152 807,896

Property and Equipment
Furniture and equipment 76,772 105,834 (25,834) (2) 156,772
Leasehold improvements 44,862 97,332 (97,332) (2) 44,862

Less accumulated depreciation (56,773) (102,813) 94,813 (1), (2) (64,773)
------- -------- ------ ------
Depreciated cost 64,861 100,353 (28,353) 136,861
Intangible assets 561,614 - 532,656 (2) 1,094,270
Other assets - - 147,337 (2) 147,337
-------- -------- ------- ----------
Total assets $ 999,838 $ 497,734 $ 688,792 $ 2,186,364
======= ======= ======= =========

Liabilities and Shareholders' Equity

Current liabilities
Accounts payable and accrued expenses $ 566,289 $ 690,637 $ 15,889 (2) $ 1,272,815
Current maturities of long-term debt 124,320 207,965 (207,965) (2) 124,320
------- ------- ------- -------
Total current liabilities 690,609 898,602 (192,076) 1,397,135
Long-term debt 160,884 - - 160,884
------- ------- -------- ----------
Total liabilities 851,493 898,602 (192,076) 1,558,019

Shareholders' equity
Preferred stock 10,208 - - 10,208
Common stock 26,943 300 676 (2) 27,919
Additional paid-in-capital 2,868,905 - 487,024 (2) 3,355,929
Accumulated deficit (2,575,520) (401,168) 401,168 (2) (2,575,520)
Unearned compensation on restricted stock (182,191) - (182,191) -
----------- ---------- ---------
Total shareholders' equity 148,345 (400,868) 888,868 636,345
----------- ---------- ---------- --------
Total liabilities and shareholders' equity $ 999,838 $ 497,734 $ 696,792 $ 2,194,364
=========== ========== ========== =========
</TABLE>

(a) Balance sheet presented as of June 30, 1999, which represents acquiree's
most recent quarter.

F-3

<PAGE>

QuikBIZ Internet Group, Inc and Subsidiaries
Pro Forma Condensed Combined Statements of Operations
For the year ended December 31, 1998.

<TABLE>
QuikBIZ Pro Forma
Historical G & L Group (a) Adjustments Pro Forma
---------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue
Advertising $ 1,541,454 $ 3,699,737 $ - $ 5,241,191
Multimedia services and products 600,960 806,093 - 1,407,053
------- ------- ------ ---------
Total revenue 2,142,414 4,505,830 6,648,244

Operating expenses
Direct costs 1,753,877 3,521,178 - 5,275,055
Selling, general and administrative 1,023,831 655,562 14,000 (4) 1,693,393
Depreciation and amortization 121,590 7,072 62,194 (1), (2) 190,856
--------- --------- ------ ---------
Total operating expenses 2,899,298 4,183,812 76,194 7,159,304
--------- --------- ------ ---------
Income (Loss) from operations (756,884) 322,018 (76,194) (511,060)
Interest expense 26,480 14,851 (14,851) (2) 26,480
------ ------ ------- ------
Net income (loss) $ (783,364) $ 307,167 $ (61,343) $ (537,540)
======== ========== ======= ========

Weighted average number of common
shares outstanding 13,067,857 13,555,857
Basic (loss) per common share $ (0.060) $ (0.040)
</TABLE>

(b) The Pro Forma Combined Statement of Operations for the twelve months ended
December 31, 1998 includes the results of operations for G & L Group, Inc.
for the twelve months ended December 31, 1998.

F-4

<PAGE>

QuikBIZ Internet Group, Inc and Subsidiaries
Pro Forma Condensed Combined Statements of Operations
For the six months ended June 30, 1999.

<TABLE>
QuikBIZ Pro Forma
Historical G & L Group (a) Adjustments Pro Forma
---------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue
Advertising $ 1,094,197 $ 1,268,231 $ - $ 2,362,428
Multimedia services and products 696,448 276,320 - 972,768
------- ------- ------ -------
Total revenue 1,790,645 1,544,551 - 3,335,196

Operating expenses
Direct costs 1,080,601 1,121,934 - 2,202,535
Selling, general and administrative 829,203 331,194 11,000 (4) 1,171,397
Depreciation and amortization 55,020 4,000 30,633 (1),(2) 89,653
------ ----- ------ ------
Total operating expenses 1,964,824 1,457,128 41,633 3,463,585
--------- --------- ------ ---------
Income (Loss) from operations (174,179) 87,423 (41,633) (128,389)
Interest expense 8,618 11,385 (11,385) (2) 8,618
----- ------ ------ -----
Net income (loss) $ (182,797) $ 76,038 $ (30,248) $ (137,007)
------- ------ ------ -------

Weighted average number of common
shares outstanding 13,350,676 13,594,676
Basic (loss) per common share $ (0.014) $ (0.010)
</TABLE>

(c) The Pro Forma Combined Statement of Operations for the six months ended
June 30, 1999 includes the results of operations for G & L Group, Inc. for
the six months ended June 30, 1999.

F-5

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries

Notes to Pro Forma Condensed Combined Financial Information

The following adjustments were applied to QuikBIZ's Consolidated Financial
Statements and the financial data of the company acquired by QuikBIZ since
January 1, 1998 to arrive at the unaudited Pro Forma Combined Financial
Information.

(1) The acquisition of Gallaspy & Lobel, Inc. d/b/a G & L Group was accounted
for by the purchase method of accounting. Under purchase accounting the
total purchase price was allocated to the tangible and intangible assets
acquired and liabilities assumed of G & L Group based upon their respective
fair values as of closing date of the acquisition. The following presents
the effects of the purchase adjustments:

Six Months

Ended Year Ended
June 30, 1999 December 31, 1998
------------- -----------------
Depreciation $8,000 $16,000
Amortization of Goodwill $26,633 $53,266

The adjustments for estimated pro forma depreciation and amortization of
goodwill are based on the estimated useful lives of five and ten years,
respectively.

(2) To reflect the purchase consideration consisting of the issuance of 366,000
shares of common stock and an unconditional promise to issue an additional
122,000 shares of common stock all valued at $1.00 per share, the
elimination of acquired company's net equity and certain assets and
liabilities not acquired or assumed and to record intangible assets arising
from the acquisition.

(3) There is no provision for income taxes included in the historical
statements of operations of Gallaspy & Lobel d/b/a G & L Group, as the
Company was a Subchapter S Corporation. Consequently, income taxes were the
responsibility of the individual shareholders. No pro forma adjustment for
income taxes is required because there is a consolidated pro forma net
loss.

(4) To record performance incentive compensation under terms of an employment
agreement with the owner and now key employee of Gallaspy & Lobel d/b/a G &
L Group.

F-6

<PAGE>

Board of Directors

QuikBIZ Internet Group, Inc. and Subsidiaries

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of QuikBIZ
Internet Group, Inc. and Subsidiaries at December 31, 1998 and 1999 and the
related consolidated statements of operations, shareholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our 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 consolidated financial position of QuikBIZ
Internet Group, Inc. and Subsidiaries at December 31, 1998 and 1999 and the
consolidated results of their operations and cash flows for the years then ended
in conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming that
QuikBIZ Internet Group, Inc. and Subsidiaries will continue as a going concern.
As more fully described in Note 3, the Company has incurred recurring operating
losses, negative cash flows from operating activities, and has negative working
capital. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans as to these matters are also
described in Note 3. The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
might result from the outcome of this uncertainty.

/s/ GERSON, PRESTON & COMPANY, P.A.
Certified Public Accountants

March 30, 2000

F-7

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Balance Sheets

Assets
<TABLE>
December 31,
-------------------------------------------------------
1998 1999
--------------------------- ---------------------------
<S> <C> <C>

Current Assets
Cash $ 18,059 $ 35,957
Accounts receivable 136,340 620,501
Other 38,969 26,786
--------------------------- ---------------------------
Total current assets 193,368 683,244
Property and equipment
Furniture and equipment 68,647 176,937
Leasehold improvements 44,862 44,862
--------------------------- ---------------------------
113,509 221,799
Less accumulated depreciation 40,706 73,880
--------------------------- ---------------------------
Depreciated cost 72,803 147,919
Other assets
Goodwill, net of accumulated amortization of
$78,435 and $159,496, respectively 595,300 924,894
Note receivable from shareholder - 151,586
--------------------------- ---------------------------
Total assets $ 861,471 $ 1,907,643
--------------------------- ---------------------------

Liabilities and Shareholders' Equity
December 31,
-------------------------------------------------------
1998 1999
--------------------------- ---------------------------
Current liabilities
Accounts payable and accrued expenses $ 483,291 $ 1,461,580
Current maturities of long-term debt 59,397 337,909
--------------------------- ---------------------------
Total current liabilities 542,688 1,799,489
Long-Term Debt 242,685 7,769
--------------------------- ---------------------------
Total liabilities 785,373 1,807,258

Shareholders' equity
Preferred stock; $.001 par value, 3,000 shares
authorized; 261 shares issued and outstanding 10,208 10,208
Common stock; $.002 par value; 25,000,000 shares
authorized; 13,090,571 and 14,061,426 shares
issued and outstanding, respectively 26,179 28,121
Additional paid-in capital 2,692,419 3,358,227
Accumulated deficit (2,392,723) (3,182,150)
Unearned compensation on restricted stock (259,985) (114,021)
--------------------------- ---------------------------

Total shareholders' equity 76,098 100,385
--------------------------- ---------------------------

Total liabilities and shareholders' equity $ 861,471 $ 1,908,643
========================== ==========================
</TABLE>

F-8

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Statements of Operations
<TABLE>

Years Ended December 31,
-------------------------------------------------------

1998 1999
--------------------------- ---------------------------
<S> <C> <C>

Revenue $ 2,142,414 $ 4,488,363

Costs and expenses
Direct costs 1,753,877 3,650,115
Selling, general and administrative 1,023,831 1,483,283
Depreciation and amortization 121,590 124,767
--------------------------- ---------------------------

Total costs and expenses 2,899,298 5,258,165
--------------------------- ---------------------------

Loss from operations (756,884) (769,802)

Interest expense 26,480 19,625
--------------------------- ---------------------------

Net loss $ (783,364) $ (789,427)
--------------------------- ---------------------------

Weighted average number of common
shares outstanding 13,067,857 13,590,236
Basic (loss) per common share $ (0.060) $ (0.058)
</TABLE>

F-9
20113.2

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity

<TABLE>
Unearned
Additional Compensation Subscrip-
Preferred Stock Common Stock Paid-in Accumulated on Common tion
Shares Amount Shares Amount Capital Deficit Stock Receivable Total
-------- ----- ------ ------ ---------- ----------- ------------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Balance,
December 31, 1997 261 $ 10,208 12,784,372 $ 25,569 $ 2,547,276 $ (1,609,359) $ - $ (151,167) $ 822,527

Acquisition - - - - 42,000 - - - 42,000

Issuance of
common stock for
compensation - - 2,394,868 4,787 544,578 - (549,365) - -
Trade name returned
in exchange for
common stock and
donated stock - - (2,300,000) (4,600) (396,445) - - - (401,045)
Amortization of
unearned compensa-
tion on stock - - - - - - (289,380) - 289,380
Issuance of common
stock - - 816,000 1,632 104,968 - - - 106,600
Subscription
receivable
rescinded in
exchange for
return of common
stock - - (604,669) (1,209) (149,958) - - 151,167 -
Net loss - - - - - (783,364) - - (783,364)
-------- ----- ------ ------ -------- ---------- --------- -------- ------
Balance, December
31, 1998 261 10,208 13,090,571 26,179 2,692,419 (2,392,723) (259,985) - 76,098
Acquisition - - 366,000 732 365,268 - - - 366,000
Issuance of common
stock - - 604,855 1,210 300,540 - - - 301,750
Amortization of
unearned compen-
sation on common
stock - - - - - - 145,964 - 145,964
Net loss - - - - - (789,427) - - (789,427)
-------- ----- ------ ------ -------- ---------- --------- -------- ------
Balance, December
31, 1999 261 $ 10,208 14,061,426 $ 28,121 $ 3,358,227 $ (3,182,150)$(114,021) $ - $ 100,385

</TABLE>

F-10

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

<TABLE>
Years Ended December 31,
-------------------------------------------------------
1998 1999
--------------------------- ---------------------------
<S> <C> <C>

Operating activities
Net loss $ (783,364) $ (789,427)

Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 121,590 124,767
Bad debts 49,521 72,584
Amortization of unearned compensation 289,380 145,964
Non-cash consulting expense - 42,500
Amortization of note receivable - (4,154)

Changes in operating assets and liabilities,
net of effects of acquisition:
Decrease (increase) in accounts receivable 13,719 (122,212)
Decrease in other current assets 8,526 1,651
Increase in accounts payable and
accrued expenses 109,225 271,669
--------------------------- ---------------------------

Net cash (used in) operating activities (191,403) (256,658)
--------------------------- ---------------------------
Investing activities

Purchases of property and equipment (1,997) (17,345)
Cash received from acquisition 76,312 -
--------------------------- ---------------------------
Net cash provided by (used in) investing
activities 74,315 (17,345)
--------------------------- ---------------------------

Financing activities

Proceeds from notes payable, including $15,900
and $10,100 from a shareholder in 1998 and 1999,
respectively 68,446 110,488
Payment on notes payable, including $50,000 to a
shareholder in 1999 (2,209) (77,837)
Issuance of common stock 66,600 259,250
--------------------------- ---------------------------

Net cash provided by financing activities 132,837 291,901
--------------------------- ---------------------------

Net increase in cash 15,749 17,898

Cash, beginning of year 2,310 18,059
--------------------------- ---------------------------

Cash, end of year $ 18,059 $ 35,957
=========================== ===========================
</TABLE>

F-11

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

continued
<TABLE>
Years Ended December 31,
-------------------------------------------------------
1998 1999
--------------------------- ---------------------------
<S> <C> <C>

Supplemental disclosures of cash flow information:
- -------------------------------------------------
Cash paid for interest $ 23,480 $ 19,625

Supplemental schedule of noncash investing and
financing activities:

Common stock issued in connection with
compensation, net of amortization $ 259,985 $ -
Issuance of common stock and options related to
acquisitions $ 42,000 $ 366,000
Subscription receivable rescinded in exchange for
return of common stock $ 151,167 $ -
Tradename returned in exchange for common stock $ 401,045 $ -
Note payable paid with the issuance of common
stock $ 40,000 $ -
Common stock issued for consulting services $ - $ 42,500
</TABLE>

F-12

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

1. Nature of Operations

The Company has two reportable segments, both of which sell their products
and services primarily in the Southeastern United States.

One segment provides its clients with Internet site design, television and
radio commercial development and production, print advertising development
and production, public relations and promotions.

The other segment offers audio, video, multimedia and Internet design
services and products. It also produces and assists companies in creative
content for corporate communications including sales, training, public
relations and promotion.

During 1998, the Company changed its name from Algorhythm Technologies
Corporation.

During 1999, the Company commenced development of the QuikBIZ Mall, a
virtual mall on the Internet that offers the Company's and others'
corporate communications products, services and supplies on-line. Start-up
costs with regard to this were expensed as incurred.

2. Significant Accounting Policies

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

Property and Equipment. Property and equipment are stated at cost and
depreciated, using the straight-line method, over the estimated useful
lives of the assets as follows: three to seven years for furniture and
equipment and the lease term for leasehold improvements.

Goodwill. Goodwill represents the excess of the purchase price over the
fair value of acquired companies and is being amortized on the
straight-line basis over 10 years.

Long-Lived Assets. The Company reviews long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.

Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses during
the reported period. Actual results could differ from those estimates.

Fair Value of Financial Instruments. The carrying amount of cash, accounts
receivable, accounts payable and accrued expenses approximate fair value
because of their short duration. The carrying amount of debt approximates
fair value because the interest rates are similar to the interest rates
currently available to the Company.

Income Taxes. The Company accounts for income taxes under Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income
Taxes". Under SFAS 109, deferred income tax assets and liabilities are
determined based upon differences between financial reporting and tax bases
of assets and liabilities and are measured using currently enacted tax
rates. SFAS 109 requires a valuation allowance to reduce the

F-13

<PAGE>

deferred tax assets reported if, based on the weight of the evidence, it is
more likely than not that some portion or all of the deferred tax assets
will not be realized.

Revenue Recognition. Revenue is recognized when services are performed.
Revenue is reduced for estimated customer returns and allowances.

Earnings Per Share. Basic earnings per share is computed by dividing income
available to common stockholders by the weighted-average number of common
shares for the period. The computation of diluted earnings per share is
similar to basic earnings per share, except that the denominator is
increased to include the number of additional common shares that would have
been outstanding if the potentially dilutive common shares, such as
options, had been issued. Diluted earnings per share are not presented
because the effects would be anti-dilutive.

3. Going Concern - Uncertainty

As shown in the accompanying financial statements, the Company has incurred
recurring operating losses and negative cash flows from operating
activities and has negative working capital. These conditions raise
substantial doubt about the Company's ability to continue as a going
concern.

The Company has initiated several actions to generate working capital and
improve operating performance, including private issuances of stock (Note
7), generation of additional revenue through business acquisitions and
development of new services and entering into an investment agreement to
raise up to $20,000,000 through a series of sales of common stock (Note 7).

There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that
the Company will achieve its goals.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern and do not include any adjustments
to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities
that might result from the outcome of this uncertainty.

4. Note Receivable

Note receivable from a shareholder relates to an acquisition which occurred
during 1999. The note is non- interest bearing until August 31, 2002.

At August 31, 2002, the note begins accruing interest at prime and
principal and interest payments are due monthly for the next five years.

Discounted cash flows were used to estimate the fair value at December 31,
1999 at a rate of 8.5%. The note is due in principal payments as follows:

2002 $ 8,200
2003 26,000
2004 28,525
Thereafter 88,861
---------------
$ 151,586
===============

F-14

<PAGE>

5. Long-Term Debt

<TABLE>
December 31,
1998 1999
------------------ ----------------
<S> <C> <C>

$200,000 line of credit; interest variable (8.75% at December 31,
1999); collateralized by accounts receivable and property and
equipment; guaranteed by a director/shareholder; matures in
April 2000 $ 98,345 $ 198,733

Unsecured note payable to a former shareholder; interest variable
(9.25% at December 31, 1999); matures in October 2000 110,000 110,000

Unsecured demand notes payable to shareholders; interest
variable (8.75% at December 31, 1999) 65,900 26,000

Note payable; interest at 13.3%; collateralized by equipment;
matures in December, 2002 - 10,945

Note payable; interest at 9%; collateralized by accounts
receivable, inventory and property and equipment 27,837 -
Long-term debt 302,082 345,678
Less current maturities 59,397 33,909
Long-term debt net of current maturities $ 242,685 $ 7,769
================= ===============
</TABLE>

The aggregate maturities of long-term debt for the years ended December 31
are as follows:

Year Amount
------------- ------------------

2000 $ 337,909
2001 3,326
2002 4,143
-----------------
$ 345,678
=================

6. Preferred Stock

The preferred stock calls for the payment of dividends of $120 per share
per annum, when and as declared by the Board of Directors, payable
quarterly. The Board of Directors has not declared any dividends as of
December 31, 1999. Each share of preferred stock is convertible into 71.43
shares of common stock, at the option of the holder. In the event of
liquidation, the holders of the preferred stock are entitled to receive
$1,000 per share prior to distributions to the holders of common stock. The
preferred is also callable, at the option of the Company, at $1,100 per
share plus unpaid dividends.

7. Common Stock

On July 18, 1997, the Company issued 1,000,000 shares of common stock to
acquire the rights to the name "Algorythm Technologies International, Inc."
During 1998, the Company returned the rights to the use of the name and
1,000,000 shares of common stock were returned to the Company. In

F-15

<PAGE>

conjunction with this transaction, a shareholder donated 1,300,000 shares
of common stock to the Company. These transactions resulted in a reduction
to shareholder's equity of $401,045 in 1998.

During 1998, the Company issued 2,394,868 shares of common stock as
compensation to certain salaried employees. Sale of these shares is
restricted prior to the date of vesting, which ranges from one to two years
from the date of issuance. Shares issued were recorded at their fair market
value on the date of the issuance, with a corresponding charge to
shareholders' equity. The unearned portion is being amortized, as
compensation expense, on a straight-line basis over the related vesting
period.

During 1998, the Company issued options to purchase an aggregate of 60,000
shares, at par, to two of its directors as compensation for their services
as directors during 1998. These options were valued at $10,000 and this
expense has been included in selling, general and administrative expense.

On September 29, 1998, the Company entered into an agreement with two of
its shareholders for the return of 604,669 shares of common stock issued by
the Company in 1996 and 1997. In exchange, the Company rescinded the debt
owed by the two shareholders, in the amount of $151,167.

During 1999, the Company issued 429,855 shares of common stock for
$240,000; issued 50,000 shares of common stock valued at $42,500 for
consulting services; and received $15,000 when a shareholder exercised
options for 100,000 shares of common stock.

In addition to options issued in connection with acquisitions (Note 8) and
those issued to directors, the Company issued warrants and options to
purchase the Company's common stock as follows:

During June 1998, the Company issued a warrant to purchase 25,000
shares of common stock at an exercise price of $.17 per share. The
warrant was exercised in June 1999.

During July 1998, the Company issued 600,000 options for investment
banking services. The options expire in five years and have an
exercise price of $.25 per share.

During May 1999, the Company issued a warrant to purchase 500,000
shares of common stock at an initial exercise price of $1.4625 per
share. The warrant expires in May 2004.

Pursuant to SFAS No. 123, "Accounting for Stock-Based Compensation", the
Company has determined that, other than the options issued in connection
with acquisitions and to directors, there was only minimal value to the
warrants and options described above at the date of issuance.

On July 9, 1999, the Company entered into an investment agreement to raise
up to $20 million through a series of sales of common stock. The dollar
amount of each sale is limited by the trading volume and a minimum period
of time must occur between sales. The agreement is for a three-year period
ending July 9, 2002.

Common stock activity for 1999 was as follows:

Additional
Paid-in
Shares Amount Capital Total
------- -------- --------- ---------
Issuance of common stock for cash 429,855 $ 860 $ 239,140 $ 240,000

Issuance of common stock for
consulting services 50,000 100 42,400 42,500

Options exercised 100,000 200 14,800 15,000

Warrant exercised 25,000 50 4,200 4,250
-------- -------- --------- ---------

Total 604,855 $ 1,210 $ 300,540 $ 301,750

F-16

<PAGE>

8. Acquisitions

On July 1, 1998, the Company acquired the outstanding stock of QuikBIZ
Media Centers, Inc. ("QuikBIZ Media"), a company owned by a
director/shareholder of the Company. The acquisition was accounted for as a
purchase and the results of QuikBIZ Media's operations were included in the
Company's 1998 consolidated statements of operations from the date of
acquisition. Consideration was the issuance of 200,000 stock options, at
par, exercisable over a period of two years, valued at $42,000. The Company
will issue an additional 2,800,000 stock options, at par, exercisable over
a period of five years from the date of acquisition if QuikBIZ Media
achieves an annual net profit of $200,000 by July 2001. Franchise rights
were eliminated as part of the combination. The fair value of the net
assets acquired exceeded the purchase price by $87,000, which has been
recorded as a reduction to property and equipment.

On September 1, 1999, the Company acquired the assets and assumed certain
of the liabilities of Gallaspy & Lobel, Inc. ("G&L Group"). Consideration
was the issuance of 366,000 shares of restricted common stock with an
additional 122,000 shares, to be adjusted up or down based upon certain
provisions in the agreement, to be issued one year from the closing. The
acquisition was valued at $488,000. The acquisition was accounted for by
the purchase method of accounting and accordingly the results of operations
of G&L Group for the period from September 1, 1999 are included in the
accompanying consolidated financial statements. Assets acquired and
liabilities assumed have been recorded at their estimated fair values. The
excess of the purchase price over the fair value of the net assets acquired
(goodwill) was approximately $411,000. In connection with this transaction,
the Company entered into a three-year employment agreement with the
acquiree's president and subleased the office space occupied by the
acquiree from the acquiree's owners, including its president.

The following unaudited proforma consolidated results of operations are
presented as if the business combinations of QuikBIZ Media and G&L Group
had been made at the beginning of the periods presented:

Years Ended December 31,

1998 1999
----------------- ----------------
Sales $ 7,458,000 $ 6,366,000
Net loss $ 434,000 $ 900,000
Net loss per share:
Basic and diluted $ (0.033) $ (0.066)

The unaudited proforma results have been prepared for comparative purposes
only and do not purport to be indicative of the results of operations which
would have actually resulted had the combination been in effect on January
1, 1998, or of future results of operations.

9. Leases

The Company has entered into several long-term leases for offices
(including one with the owners of a shareholder), retail locations and
equipment. At December 31, 1999, future minimum rental payments required
under noncancellable lease obligations during the years ended December 31
are approximately as follows:

F-17

<PAGE>

Year Amount
---------- ----------------

2000 $ 215,000
2001 191,000
2002 174,000
2003 174,000
2004 151,000
Thereafter 111,000
-------------
$ 1,016,000
=============

Rent expense was $83,000 and $155,000 (including $5,000 to the owners of a
shareholder) for 1998 and 1999, respectively.

10. Deferred Income Taxes

At December 31, 1999, the Company has available net operating loss
carryforwards of $3,183,000, which will expire through 2014.

After consideration of all the evidence, both positive and negative,
management has determined that a full valuation allowance is necessary to
reduce the deferred tax assets to the amount that will more likely than not
be realized.

Accordingly, components of the Company's net deferred income taxes are as
follows:

at December 31,
1998 1999
-------------- ------------

Deferred tax assets:
Net operating loss carryforwards $ 933,000 $ 1,242,000
Valuation allowance for deferred
tax asset (933,000) (1,242,000)
-------------- -------------
Total $ - $ -
-------------- -------------

11. Employment Agreements

The Company has employment agreements with its executive officers and
certain other key employees. The agreements are for remaining periods
ranging from three to four years, provide for performance incentive bonuses
and severance payments under certain circumstances, and provide for minimum
annual base compensation of $550,000 in 2000, $614,000 in 2001, $649,000 in
2002 and $255,000 in 2003. If the employment contract with the Chief
Executive Officer were to be canceled or should the employer change the
employee's position without employee's consent, the Company's liability
would be $2,000,000.

12. Segment Information

QuikBIZ Internet Group, Inc. and Subsidiaries organizes its business into
two reportable segments. The reportable segments are strategic business
units that offer different products and services (Note 1). They are managed
separately as each business requires different technology and marketing

F-18

<PAGE>

strategies. The accounting policies of the segments are the same as those
described in the significant accounting policies. The Company evaluates the
performance of its operating segments based on operating earnings of the
respective business units.

Two customers accounted for approximately 32% and 24%, respectively, of the
Company's net sales for the year ended December 31, 1998. These same two
customers represented approximately 25% and 7%, respectively, of the
Company's accounts receivable balance at December 31, 1998.

Three customers accounted for approximately 16%, 13% and 11%, respectively,
of the Company's net sales for the year ended December 31, 1999. These same
three customers represented approximately 2%, 2% and 20%, respectively, of
the Company's accounts receivable balance at December 31, 1999.

Summarized financial information concerning the Company's reportable
segments is shown in the following table:

<TABLE>
Year Ended Advertising Multimedia
December 31, 1998 Segment Segment Corporate Total
- ------------------------------ ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 1,541,454 $ 600,960 $ - $ 2,142,414
Segment loss $ (116,982) $ (126,064) $ (540,318) $ (783,364)
Depreciation and amortization $ 18,876 $ 17,010 $ 85,704 $ 121,590
Total assets $ 100,048 $ 261,880 $ 499,543 $ 861,471
</TABLE>

<TABLE>

Year Ended Advertising Multimedia
December 31, 1999 Segment Segment Corporate Total
- ------------------------------ ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 3,122,735 $ 1,365,628 $ - $ 4,488,363
Segment income (loss) $ (68,554) $ 39,764 $ (760,637) $ (789,427)
Depreciation and amortization $ 10,941 $ 16,900 $ 96,926 $ 124,767
Total assets $ 604,316 $ 404,185 $ 899,142 $ 1,907,643
</TABLE>

13. Subsequent Events

In February 2000, the Company issued 212,130 shares of common stock to a
director and former officer; 12,130 shares for services rendered and
200,000 shares pursuant to an employment agreement.

F-19

<PAGE>

CHARLES A. NICHOLS
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL ASSOCIATION

INDEPENDENT AUDITOR'S REPORT

The Board of Directors
Gallaspy & Lobel, Inc.

I have audited the accompanying balance sheet of Gallaspy & Lobel, Inc.
(the "Company") at December 31, 1998, and the related statements of operations
and accumulated adjustment account, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these consolidated financial
statements based on my audit.

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

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

The financial statements referred to above have been prepared assuming that
the Company will continue as a going concern. As more fully described in Note 2,
the Company has incurred recurring operating losses, negative cash flows from
operating activities, and has negative working capital. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans as to these matters are also described in Note 2. The
accompanying financial statements do not include an adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that might result from the outcome
of this uncertainty.

/s/ Charles A. Nichols, C.P.A., P.A.
CHARLES A. NICHOLS, C.P.A., P.A.
December 22, 1999

F-20

<PAGE>

GALLASPY & LOBEL, INC.
BALANCE SHEET
December 31, 1998

1998
----
CURRENT ASSETS
Accounts receivable (Notes 1 and 3) $ 463,798
---------

PROPERTY AND EQUIPMENT: (Notes 1 and 3)
Furniture and equipment 104,836
Leasehold improvements 97,332
------
202,168

Less accumulated depreciation 98,813
------
Depreciated cost 103,355

DEPOSITS 7,419
-----

TOTAL ASSETS $ 574,572
=========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Cash overdraft $ 157,586
Accounts payable and accrued expenses 674,673
Current maturities of long-term debt (Notes 3 and 5) 219,219
-------
Total current liabilities 1,051,478
---------

COMMITMENTS and CONTINGENCIES (Notes 2, 4 and 6)

STOCKHOLDERS' EQUITY
Common stock; $1.00 par value; 600 shares authorized;
300 shares issued and outstanding 300
Accumulated adjustment account (477,206)
-------
Total stockholders' equity (476.906)
-------

TOTAL LIABILITIES AND
AND STOCKHOLDERS' EQUITY $ 574,572
=========

See notes to financial statements

F-21

<PAGE>

GALLASPY & LOBEL, INC.
STATEMENT OF OPERATIONS AND ACCUMULATED ADJUSTMENT ACCOUNT
For the Year Ended December 31, 1998

1998
------
REVENUE:

Advertising $3,699,737
Multimedia services and products 806,093
------
Total revenue 4,505,830

OPERATING EXPENSES:
Direct costs 3,521,178
Selling, general and administrative 655,562
Depreciation and amortization 7,072
-----
Total operating expenses 4,183,812
---------
INCOME FROM OPERATIONS 322,018
INTEREST EXPENSE 14,851
-----
NET INCOME 307,167

ACCUMULATED ADJUSTMENT ACCOUNT,
BEGINNING OF YEAR (784,373)

ACCUMULATED ADJUSTMENT ACCOUNT,
END OF YEAR $ (477,206)
-----------

See notes to financial statements

F-22

<PAGE>

GALLASPY & LOBEL, INC.
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1998

1998
-----
OPERATING ACTIVITIES:
Net income $ 307,167
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation 7,072
Changes in operating assets and liabilities:
Decrease in accounts receivable 283,665
Increase in deposits (2,550)
Decrease in accounts payable and
accrued expenses (632,800)
--------
Net cash used in operating activities (37,446)

INVESTING ACTIVITIES:
Purchases of property and equipment (81,829)

FINANCING ACTIVITIES:
Borrowings of debt 648,103
Repayment of debt (576,712)
Net cash provided by financing activities 71,391
------
NET DECREASE IN CASH (47,884)
OVERDRAFT, BEGINNING OF YEAR (109,702)
---------

OVERDRAFT, END OF YEAR $(157,586)
==========

Supplemental Disclosure for Cash Flow Information:
Cash paid for interest $ 14,851
--------

See notes to financial statements

F-23

<PAGE>

GALLASPY & LOBEL, INC.
Notes to Financial Statements
For the Year Ended December 31, 1998

Note 1 - Summary of Significant Accounting Policies

The following is a summary of significant accounting policies of Gallaspy &
Lobel, Inc. (the "Company") in the preparation of the accompanying financial
statements.

Principal Business Activity - The Company was incorporated in the State of
Florida on February 5, 1993, and is a full service advertising agency. The
Company's corporate headquarters are located in Pompano Beach, Florida.

Basis of Accounting - The financial statements of the Company have been prepared
on the accrual basis of accounting and accordingly reflect all significant
receivables, payables and other liabilities.

Property and Equipment - Property and equipment are carried at cost. The cost of
property and equipment is depreciated over the estimated useful lives of the
related assets. The, costs of leasehold improvements are depreciated (amortized)
over the lesser of the length of the related leases or the estimated useful
lives of the assets. Depreciation is computed on the straight-line method for
financial reporting purposes and on the accelerated cost recovery system method
for income tax purposes.

Expenditures for major renewals and betterments that extend the useful lives of
property and equipment are capitalized. Expenditures for maintenance and repairs
are charged to expense as incurred.

Income Taxes - The Company, with the consent of all of its shareholders, has
elected to be taxed under the provisions of Subchapter S of the Internal Revenue
Code. Under those provisions, the Company does not provide for or pay Federal
and certain State corporate income taxes on its taxable income. Instead, the
stockholders are liable for individual Federal and State income taxes, if any,
on their share of the Company's taxable income.

Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Allowance for Bad Debts - The Company provides an allowance for doubtful
accounts, as needed, for accounts deemed uncollectible.

F-24

<PAGE>

Note 2 - Going Concern - Uncertainty

As shown in the accompanying financial statements, the Company has incurred
operating losses, negative cash flows from operating activities and has negative
working capital. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The Company has initiated several actions to generate working capital and
improve operating performance, including seeking a buyer for the Company (see
Note 6).

There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern and do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that might result from
the outcome of this uncertainty.

Note 3 - Long-Term Debt

Long-term debt consists of the following:

Note payable - financial institution line-of-credit (maximum
borrowings of $100,000), interest only payable monthly at prime plus
2%, due on demand, collateralized by accounts receivable, furniture,
equipment and personal guarantee of the stockholder $ 99,871

Unsecured line-of-credit (maximum borrowings of $100,000),
interest only payable monthly at a variable rate, 11.5% at December
31, 1998, due on demand. 95,649

Notes payable to stockholders with no stated interest rate 23,699

Total $219,219
--------

Principal payments on note payable are as follows:

Years ending
December 31,
- -----------
1999 $219,219
=========
F-24

<PAGE>

Note 4 - Leases

The Company has entered into several long-term leases for the office building
and various equipment with monthly payments ranging from $2,617 to $6,400. These
leases are classified as operating leases.

The future minimum rental payments required under long-term non-cancelable
leases during the years ended December 31, may be summarized as follows:

Related Party
(Note 5) Other Total
------- ----- -----
1999 $ 76,800 $31,402 $ 108,202
2000 76,800 13,084 89,884
2001 76,800 - 76,800
2002 76,800 - 76,800
2003 and thereafter 1,152,000 - 1,152,000
--------- ------- ------------
$ 1,459,200 $44,486 $ 1,503,686
========= ======= ============

Total rental expense for all operating leases for the year ended December 31,
1998 amounts to $127,086.

Note 5 - Related Parties

The Company leases its office facility from a Company stockholder since February
1998. Rent paid on this lease for the year ended December 31, 1998 was $66,640
(see Note 4).

The Company paid a related corporation consulting fees, which amounted to
$50,976 for the year ended December 31, 1998. This corporation also provided
production services during 1998 for $94,819, which is included in accounts
payable at December 31, 1998.

Net amount paid on stockholder loans payable was $20,061 for 1998. Stockholder's
loan payable amounted to $23,699 at December 31, 1998. The stockholder
personally guaranteed a Company line-of-credit (see Note 3).

Note 6 - Subsequent Event

On September 1, 1999, the Company sold its net assets, primarily in exchange for
restricted stock in the acquiring company. In connection with this transaction,
the acquiring company entered into a three-year employment agreement with the
Company's president.

F-26

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. Indemnification of Directors and Officers

Section 78.7502 through 78.752 of the Nevada General Corporation Law
("NGCL") provides that a corporation may indemnify directors, officers,
employees or agents of the corporation against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement in connection with
threatened, pending or completed actions, suits or proceedings brought against
them by reason of their service in such capacity, including, under certain
circumstances, actions brought by or in the right of the corporation, and may
purchase insurance or make other financial arrangements on behalf of any such
persons for any such liability.

Article V of the Company's By-laws provides that the Company shall
indemnify any and all of its directors and officers, and its former directors
and officers, or any person who may have served at the Company's request as a
director or officer of another corporation in which the Company owns shares of
capital stock or of which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the defense of any action, suit
or proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been director(s) or officer(s) of the Company, or of
such other corporation, except in relation to matters as to which any such
director or officer or former director or officer or person shall be adjudged in
such action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.

Article Twelfth of the Company's Articles of Incorporation, as amended,
provides for limitation of the personal liability of a director or officer to
the Company or its stockholders for damages for breach of fiduciary duty as a
director or officer, other than for acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the NGCL, which generally states that dividends
may be paid to stockholders from a corporation's excess of its assets over its
liabilities.

ITEM 25. Other Expenses of Issuance and Distribution

The following is an itemized statement of the estimated amounts of all
expenses payable by the registrant in connection with the registration of the
common stock offered hereby:

SEC filing fee............................................... $ 7,259.12
Blue sky fees and expenses................................... 5,000.00
Legal fees................................................... 50,000.00
Accounting fees and expenses................................. 50,000.00
Miscellaneous................................................ $ 12,740.88
------------
Total.............................................. $ 125,000.00
===========

II-1

<PAGE>

ITEM 26. Recent Sales of Unregistered Securities

Except as otherwise indicated, the Company relied upon Section 4(2) of the
Securities Act as the basis for exemption from registration for all of the
following sales because the transactions did not involve public offerings.

In May 1997 the Company issued 57,142 shares to a consulting firm in
consideration for consulting services rendered to the Company.

In May 1997 the Company issued an aggregate of 6,702,667 shares of common
stock to David Bawarsky, Jason Sherman and Alan Kvares in consideration for all
of the outstanding shares of capital stock of Nitros Franchise Corporation.

In May 1997, in connection with the acquisition of Nitros Franchise
Corporation, the Company issued options to purchase 100,000 shares of common
stock at $.15 per share to each of Kirk J. Girrbach, Gene Farmer and Douglas
Stepelton and options to purchase 300,000 shares of common stock at $.15 per
share to David Bawarsky.

In June 1997 the Company issued 144,077 shares of common stock to Kirk J.
Girrbach and 144,076 shares of common stock to Gene Farmer in consideration for
consulting services rendered to the Company.

In June 1997 the Company also issued 80,162 shares of common stock to Kirk
J. Girrbach, 38,858 shares of common stock to Gene Farmer and 24,783 shares of
common stock to Douglas Stepelton in consideration for consulting services
rendered to the Company.

In July 1997 the Company issued 1,000,000 shares of common stock to
Telephonetics International, Inc. in consideration for the rights to use the
name "Algorythm Technologies International, Inc." These shares were subsequently
returned to the Company and canceled and the rights to use the name "Algorythm
Technologies International, Inc." were returned to Telephonetics International,
Inc.

In October 1997 the Company issued 20,000 shares of common stock to one
individual in consideration of such individual waiving any rights to the return
of $5,000 paid to the Company for services to be performed by the Company.

In November 1997 the Company issued 2,300,000 shares of common stock to
Andrew D. Smith in exchange for 6,500 shares of common stock of SmithAgency.com,
Inc. Also in November 1997 the Company issued options to purchase 200,000 shares
of common stock, exercisable for two years at a price of $.002 per share, to
Andrew D. Smith.

In November and December 1997 the Company sold an aggregate of 400,000
shares of common stock at $.10 per share to four persons, all of whom were
accredited investors. The Company relied on Rule 506 of Regulation D and Section
4(2) of the Securities Act of 1933 as the basis for an exemption from
registration, because the transactions did not involve any public offering.

In February 1998 the Company sold an aggregate of 46,000 shares of common
stock at a price of $.10 per shares to two individuals.

II-2

<PAGE>

In March 1998 the Company sold 50,000 shares of common stock at a price of
$.10 per share to one individual.

In March 1998 the Company issued 400,000 shares of common stock in payment
of an outstanding loan of $40,000 to the Company's subsidiary SmithAgency.com,
Inc.

In April 1998 the Company sold 20,000 shares of common stock at a price of
$.10 per share to one individual.

In April 1998 the Company issued an aggregate of 1,525,000 shares of common
stock to three individuals in consideration for services to be rendered pursuant
to employment agreements between its subsidiary QBIZ Business Centers, Inc.,
f/k/a Capital Network of America, Corp., and such individuals.

In June 1998 the Company sold 100,000 shares of common stock at a price of
$.10 per share to one individual.

In June 1998 the Company issued options to purchase an aggregate of 60,000
shares at a price of $.002 per share to two of its directors as compensation for
their services as directors during 1998.

In July 1998 the Company issued an aggregate of 1,300,000 shares of common
stock to three individuals in consideration for services to be rendered pursuant
to employment agreements between its subsidiary QBIZ Business Centers, Inc.,
f/k/a Capital Networks of America, Corp., and such individuals. 1,000,000 of
these shares were subsequently returned to the Company.

In July 1998 the Company issued options to purchase 200,000 shares of
common stock to David Bawarsky, exercisable for five years at a price of $.002
per share, in connection with the Company's acquisition of QuikLAB Multimedia
Centers, Inc.

In July 1998 the Company issued warrants to purchase 600,000 shares of
common stock at a price of $.25 per share to M.H. Meyerson & Co., Inc. in
consideration for services to be rendered by Meyerson pursuant to an investment
banking agreement entered into between the Company and Meyerson as of July 14,
1998. The warrants have a term of five years.

In August 1998 the Company issued an aggregate of 240,000 shares of common
stock to two individuals in consideration for services rendered.

In August 1998 the Company sold 200,000 shares of common stock at a price
of $.25 per share to one individual.

In September 1998 the Company issued 9,868 shares of common stock to Kirk
J. Girrbach pursuant to an agreement under which Mr. Girrbach provided legal
services to the Company.

In October 1998 the Company issued 120,000 shares to one individual in
consideration for services rendered and to be rendered pursuant to an employment
agreement between the Company and such individual.

In November 1998 the Company issued 200,000 shares to one individual in
consideration for services rendered and to be rendered pursuant to an employment
agreement between SmithAgency.com and such individual.

II-3

<PAGE>

In January 1999 the Company sold 100,000 shares of common stock at a price
of $.30 per share to one individual.

In February 1999 the Company sold 76,923 shares of common stock at a price
of $.78 per share to one individual.

In February 1999 the Company issued 100,000 shares to an individual upon
the exercise of outstanding options at an exercise price of $.15 per share.

In March 1999 the Company sold 40,000 shares of common stock at a price of
$.80 per share to two individuals.

In April 1999 the Company sold 40,000 shares of common stock at a price of
$.90 per share to two individuals.

In May 1999 the Company issued warrants to purchase 500,000 shares of
common stock at a price of $1.4625 per share to Swartz Private Equity, LLC in
consideration for Swartz's commitment to enter into an investment agreement for
the purchase of $20,000,000 of common stock of the Company.

In June 1999, the Company sold 25,000 shares at a price of $.17 per share
to Cella Reyes upon the exercise of a warrant issued to Ms. Reyes in connection
with a promissory note issued to Ms. Reyes in June 1998.

In August 1999 the Company sold an aggregate of 172,000 shares of common
stock at a price of $.50 per share to two individuals.

In September 1999 the Company issued 366,000 shares of common stock to
Gallaspy & Lobel, Inc. in consideration for substantially all of the assets of
Gallaspy & Lobel, Inc.

In December 1999 we issued 50,000 shares of common stock to an individual
in consideration for certain consulting services to be provided by such
individual.

In February 2000 we issued 200,000 shares of common stock to Kirk J.
Girrbach pursuant to an employment agreement dated April 13, 1998 between Mr.
Girrbach and Capital Network of America, Corp., a subsidiary of the Company that
is now dormant, and we issued 12,310 shares of common stock to Mr. Girrbach in
payment of $8,100 of accrued legal fees and disbursements.

II-4

<PAGE>

ITEM 27. Exhibits

Exhibit
Number Description
- ------- ------------

2.1 Acquisition Agreement between the Registrant and QuikLAB Multimedia
Centers, Inc. (incorporated by reference from the Registrant's Current
Report on Form 8-K filed on July 24, 1998).

2.2 Asset Purchase Agreement, dated as of August 20, 1999, by and between
Gallaspy & Lobel, Inc., the Registrant, and James Lobel and Diane C.
Harvey.*

3.1 Registrant's Articles of Incorporation, as amended (incorporated by
reference from the Registrant's Quarterly Report on Form 10-QSB for
the period ended March 31, 1998, except for the July 1998 amendment,
which is incorporated by reference from the Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 1997).

3.2 Registrant's Bylaws (incorporated by reference from the Registrant's
Quarterly Report on Form 10-QSB for the period ended March 31, 1998).

3.3 Certificate of Correction of Certificate of amendment to the
Registrant's Articles of Incorporation (incorporated by reference from
the Registrant's Form 10-KSB/A for the year ended December 31, 1997,
filed on January 27, 2000).

4.1 Specimen common stock certificate.*

4.2 Form of warrant to purchase common stock issued to Swartz Private
Equity, LLC on May 25, 1999, exercisable to purchase an aggregate of
500,000 shares of common stock at $1.4625 per share until May 24,
2004, granted to Swartz in connection with the offering of securities
described in Exhibit 4.3.*

4.3 Amended and restated investment agreement, dated as of July 9, 1999,
by and between the Registrant and Swartz Private Equity, LLC.*

4.4 Registration rights agreement, dated as of July 9, 1999, by and
between the Registrant and Swartz Private Equity, LLC, related to the
registration of the common stock to be sold pursuant to Exhibit 4.3.*

4.5 Form of warrant to purchase common stock to be issued from time to
time in connection with the offering of securities described in
Exhibit 4.3.*

4.6 Promissory note, dated June 25, 1998, and warrant, issued June 26,
1999, issued by the Registrant to Cella Reyes.*

5.1 Legal opinion of Graubard Mollen & Miller.*

II-5

<PAGE>

Exhibit
Number Description
- -------- -----------

10.1 Employment Agreement between QuikBIZ Media Centers, Inc. and David
Bawarsky (incorporated by reference from the Registrant's Current
Report on Form 8-K filed on July 24, 1998).

10.2 Employment Agreement between SmithAgency.com, Inc. (formerly A.D.S.
Advertising Corp.) and Andrew Smith, dated October 30, 1997
(incorporated by reference from the Registrant's Quarterly Report on
Form 10-QSB for the period ended September 30, 1997).

10.3 Retainer Agreement between the Registrant and Kirk J. Girrbach, dated
July 15, 1998 (incorporated by reference from Registrant's Quarterly
Report on Form 10-QSB for the period ended September 30, 1998).

10.4 Investment Banking Agreement between the Registrant and M.H. Meyerson
& Co., Inc. dated as of July 14, 1999 (incorporated by reference from
Registrant's Quarterly Report on Form 10-QSB for the period ended
September 30, 1998).

10.5 Employment Contract for James Lobel, dated August 31, 1999, between
the Registrant and James Lobel.*

10.6 Agreement to Sublease, dated August 31, 1999, by and between James
Lobel, Diane Harvey, Gallaspy & Lobel, Inc., Harvey Studios, Inc. and
the Registrant.*

10.7 Mortgage Deed and Security Agreement, dated August 31, 1999, by James
S. Lobel and Diane C. Harvey to the Registrant.*

10.8 Office Lease, dated as of January 9, 1996, by and between
Massachusetts Mutual Life Insurance Company and A.D.S. Advertising
Corporation.*

10.9 Leasing Agreement, dated as of October 1, 1995, by and between Palasan
Properties, Inc. and Video QuickLAB of South Florida, Inc.*

10.10 Employment Agreement between Capital Network of America, Corp. and
Kirk J. Girrbach, dated April 13, 1998 (incorporated by reference from
the Registrant's Quarterly Report on Form 10-QSB for the period ended
March 31, 1998).

21 Subsidiaries of the Registrant.*

23.1 Consent of Graubard Mollen & Miller (contained in Exhibit 5.1).

23.2 Consent of Gerson, Preston & Company, P.A.**

23.3 Consent of Want & Ender CPA, P.C.*

23.4 Consent of Charles A. Nichols, C.P.A., P.C.**

II-6

<PAGE>

Exhibit
Name Description
- ------- -----------

24.1 Powers of Attorney (included on the signature page to this
registration statement).*

27 Financial Data Schedule.**

____________________________________

* Previously filed.
** Filed herewith.

ITEM 28. Undertakings.

(a) The undersigned registrant hereby undertakes that it will:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

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

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any additional or changed material information on the
plan of distribution;

(2) For determining liability under the Securities Act of 1933, 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.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such

II-7

<PAGE>

director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(1) 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 registrant pursuant to 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.

(2) 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.

II-8

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned in the City of Ft.
Lauderdale, Florida on April 10, 2000.

QUIKBIZ INTERNET GROUP, INC.

By: /s/ David Bawarsky
----------------------------------------
David Bawarsky, Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

Signature Title Date

/s/ David B. Bawarsky Director, Chief Executive Officer April 10, 2000
- --------------------- (Principal Executive Officer), Chief
David B. Bawarsky Financial Officer and Treasurer
(Principal Financial Officer)

/s/ David Bawarsky, Director and Treasurer April 10, 2000
by Power of Attorney (Principal Financial and
- --------------------- Accounting Officer)
Kirk J. Girrbach

/s/ David Bawarsky, Director April 10, 2000
by Power of Attorney
- ---------------------
Dr. Bohdan Moroz

II-9

<PAGE>

Exhibit Index

ITEM 27. Exhibits

Exhibit
Number Description
- ------- ------------

2.1 Acquisition Agreement between the Registrant and QuikLAB Multimedia
Centers, Inc. (incorporated by reference from the Registrant's Current
Report on Form 8-K filed on July 24, 1998).

2.2 Asset Purchase Agreement, dated as of August 20, 1999, by and between
Gallaspy & Lobel, Inc., the Registrant, and James Lobel and Diane C.
Harvey.*

3.2 Registrant's Bylaws (incorporated by reference from the Registrant's
Quarterly Report on Form 10-QSB for the period ended March 31, 1998).

4.1 Specimen common stock certificate.*

4.3 Amended and restated investment agreement, dated as of July 9, 1999,
by and between the Registrant and Swartz Private Equity, LLC.*

4.5 Form of warrant to purchase common stock to be issued from time to
time in connection with the offering of securities described in
Exhibit 4.3.*

4.6 Promissory note, dated June 25, 1998, and warrant, issued June 26,
1999, issued by the Registrant to Cella Reyes.*

5.1 Legal opinion of Graubard Mollen & Miller.*

II-10

<PAGE>

Exhibit
Number Description
- -------- -----------

10.1 Employment Agreement between QuikBIZ Media Centers, Inc. and David
Bawarsky (incorporated by reference from the Registrant's Current
Report on Form 8-K filed on July 24, 1998).

10.5 Employment Contract for James Lobel, dated August 31, 1999, between
the Registrant and James Lobel.*

10.6 Agreement to Sublease, dated August 31, 1999, by and between James
Lobel, Diane Harvey, Gallaspy & Lobel, Inc., Harvey Studios, Inc. and
the Registrant.*

10.7 Mortgage Deed and Security Agreement, dated August 31, 1999, by James
S. Lobel and Diane C. Harvey to the Registrant.*

10.8 Office Lease, dated as of January 9, 1996, by and between
Massachusetts Mutual Life Insurance Company and A.D.S. Advertising
Corporation.*

10.9 Leasing Agreement, dated as of October 1, 1995, by and between Palasan
Properties, Inc. and Video QuickLAB of South Florida, Inc.*

21 Subsidiaries of the Registrant.*

23.1 Consent of Graubard Mollen & Miller (contained in Exhibit 5.1).

23.2 Consent of Gerson, Preston & Company, P.A.**

23.3 Consent of Want & Ender CPA, P.C.*

23.4 Consent of Charles A. Nichols, C.P.A., P.C.**

II-11

<PAGE>

Exhibit
Name Description
- ------- -----------

24.1 Powers of Attorney (included on the signature page to this
registration statement).*

27 Financial Data Schedule.**

____________________________________

* Previously filed.
** Filed herewith.

II-12

EXHIBIT 23.2

QuikBiz Internet Group, Inc. and Subsidiaries
Ft. Lauderdale, FL

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated March 30, 2000, relating to the
consolidated financial statements of QuikBIZ Internet Group, Inc. and
Subsidiaries which is contained in that Prospectus. Our report contains an
explanatory paragraph regarding the Company's ability to continue as a going
concern.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

/s/ Gerson, Preston & Company, P.A.
GERSON, PRESTON & COMPANY, P.A.

Miami Beach, FL
April 10, 2000

EXHIBIT 23.4

QuikBiz Internet Group, Inc. and Subsidiaries
Ft. Lauderdale, FL

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

I hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of my report dated December 22, 1999, relating to the
financial statements of Gallaspy & Lobel, Inc. which is contained in that
Prospectus. My report contains an explanatory paragraph regarding the ability of
Gallaspy & Lobel, Inc. to continue as a going concern.

I also consent to the reference to me under the caption "Experts" in the
Prospectus.

/s/ Charles A. Nichols, C.P.A., P.C.
CHARLES A. NICHOLS, C.P.A., P.C.

Fort Lauderdale, FL
April 10, 2000

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
<CASH> 35,957
<SECURITIES> 0
<RECEIVABLES> 620,501
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 683,244
<PP&E> 221,799
<DEPRECIATION> 73,880
<TOTAL-ASSETS> 1,907,643
<CURRENT-LIABILITIES> 1,799,489
<BONDS> 0
<COMMON> 28,121
0
10,208
<OTHER-SE> 62,056
<TOTAL-LIABILITY-AND-EQUITY> 1,907,643
<SALES> 4,488,363
<TOTAL-REVENUES> 4,488,363
<CGS> 3,650,115
<TOTAL-COSTS> 3,650,115
<OTHER-EXPENSES> 1,608,050
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,625
<INCOME-PRETAX> (789,427)
<INCOME-TAX> 0
<INCOME-CONTINUING> (789,427)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (789,427)
<EPS-BASIC> (0.058)
<EPS-DILUTED> (0.058)

</TABLE>