QUIKBIZ INTERNET GROUP INC, SB-2, 2000-09-25

QUIKBIZ INTERNET GROUP INC
SB-2, 2000-09-25
COMPUTER PROGRAMMING SERVICES

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As filed with the Securities and Exchange Commission on September 25, 2000
Registration No. 333-
--------------------------------------------------------------------------------

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

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. |_| ___________

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

<PAGE>

If 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. |_| _______________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum
Title of Each Class of Amount to be Price Per Aggregate Amount of
Securities to be Registered Registered Unit Offering Price Registration Fee
---------------------------- ------------ --------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Common stock 900,369 $0.28(1) $ 252,103.32(1) $ 66.56
Common stock(2) 180,000 $0.75(2) $ 135,000.00 $ 35.64
----------
Total Registration Fee..................................................... $ 102.20
==========
</TABLE>

(1) Based upon the closing price of QuikBiz Internet Group, Inc. common stock
as reported on the OTC Bulletin Board on September 19, 2000, pursuant to
Rule 457(c) of the Securities Act of 1933.

(2) Issuable upon the exercise of common stock purchase options issued to
Graubard Mollen & Miller on June 23, 2000. The initial exercise price of
the warrants is $.75 per share.

<PAGE>

PROSPECTUS

QuikBIZ Internet Group, Inc.

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

The Resale of 1,080,369 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 stockholders of up
to 1,080,369 shares of common stock. The selling stockholders 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 900,369 shares are presently outstanding,

o up to 180,000 shares are issuable upon the exercise of
outstanding options held by our securities counsel, Graubard
Mollen & Miller.

We will receive no proceeds from the sale of the shares by the selling
stockholders. However, we may receive up to $135,000 from the sale to Graubard
Mollen & Miller of shares issuable upon the exercise of any options that may be
exercised by Graubard Mollen & Miller.

Our common stock is quoted on the OTC Bulletin Board under the symbol
QBIZ. On September 19, 2000, the closing price of the common stock on the
Bulletin Board was $.28 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 September__, 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
stockholders 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....................... 26
Summary Financial Data............. 6 Executive Compensation........... 27
Risk Factors....................... 7 Principal Stockholders........... 30
Use of Proceeds.................... 11 Certain Transactions............. 31
Price Range of Common Stock........ 12 Description of Securities........ 32
Dividend Policy.................... 12 Legal Matters.................... 33
Management's Discussion and Experts.......................... 34
Analysis of Financial Condition Where You Can Find
and Results of Operations... 13 More Information.............. 34
Business........................... 19 Index to Financial Statements.... F-1
Selling Stockholders............... 23
Plan of Distribution............... 25
------------------------------------

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, and to our subsidiary
SmithAgency.com, Inc. as SmithAgency.com.

<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 principal subsidiaries, QuikBIZ Media and SmithAgency.com,
we produce content for business communications, with an emphasis on electronic
media and the Internet. We are striving to develop a "one-stop" environment for
development and delivery of business communications content.

QuikBIZ Media, established in 1991, is a business-oriented, storefront
electronic media 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. A number of QuikBIZ Media's
services can be ordered online, through our QuikBIZ Express website
(www.quikbizexpress.com).

QuikBIZ Media operates QuoteIt.com (www.quoteit.com), an Internet
"bidding" website where purchasers of electronic 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
third party duplication/replication companies throughout the United States.

QuikBIZ Media also operates 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.
Purchasers order products and services and pay by credit card once the order is
ready for shipment. Each store has its own separate URL and is marketed
independently of the mall. There are presently 11 stores on the Mall: M2
PressWIRE, Media Furnishings, QuikBIZ Media, QuoteIt.com, The Presentation Shop,
Pro-Tape Outlet, SmithAgency.com, BizBookStop, CDsupplies.com, LCD Mart, Pix'l
Creative and QuikBIZ Express. We own all of the stores except M2 PressWIRE.

SmithAgency.com, established in 1983, is a full service advertising,
marketing and media placement 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 has created a separate division,
called Pix'l Creative, to provide advertising, marketing and public relations
services on a per-project basis.

<PAGE>

On May 30, 2000, we completed the acquisition of Mason Strategic
Communications, Inc., a public relations and strategic consulting firm doing
business in South Florida. In connection with the acquisition of Mason Strategic
Communications, Inc., two of its principals, Debra A. Mason and John Pace,
entered into three year employment agreements with SmithAgency.com. The
acquisition of Mason Strategic Communications, Inc. enhances our ability to
offer public relations and strategic business consulting services.

Shares We Are Registering

On May 2, 2000, we issued 55,454 shares of common stock to James Lobel
pursuant to an employment agreement between SmithAgency.com and Mr. Lobel. The
resale of 35,454 of those shares is covered by this prospectus.

On May 2, 2000, we issued 240,000 shares of common stock to David
Bawarsky, our President, Chief Executive Officer and Chief Financial Officer and
one of our directors, in connection with Mr. Bawarsky's cashless exercise of
options he held to purchase 300,000 shares at an exercise price of $.15 per
share. On June 15, 2000 we issued 200,000 shares of common stock to Mr. Bawarsky
in connection with Mr. Bawarsky's exercise of options he held to purchase
200,000 shares at an exercise price of $.002 per share. On May 12, 2000, we
issued 100,000 shares of common stock to Kirk Girrbach, one of our directors, in
connection with Mr. Girrbach's exercise of options he held to purchase 100,000
shares at an exercise price of $.15 per share. The resale of the common stock
issued to Mr. Bawarsky and Mr. Girrbach in connection with these option
exercises is covered by this prospectus.

On June 9, 2000, we issued 96,610 shares of common stock to Debra A.
Mason and 148,305 shares of common stock to John Pace pursuant to employment
agreements between SmithAgency.com and such individuals. The resale of these
shares by Ms. Mason and Mr. Pace is covered by this prospectus.

On June 23, 2000, we issued options to purchase 180,000 shares of
common stock at an initial exercise price of $.75 per share to our securities
counsel, Graubard Mollen & Miller, in consideration for services rendered. The
resale of the common stock issuable to Graubard Mollen & Miller upon exercise of
the options is covered by this prospectus.

On July 12, 2000, we issued 32,000 shares of common stock to Kenneth F.
Darrow, P.A., in consideration for legal services to be rendered pursuant to a
retainer agreement. The resale of these shares is covered by this prospectus.

On July 24, 2000, we issued 48,000 shares of common stock to Sea-Cam,
Inc. in consideration for video production services rendered. The resale of
these shares is covered by this prospectus.

<PAGE>

Key Facts

Total shares outstanding prior 15,598,598(1) as of
to the offering September 19, 2000

Shares being offered for resale
to the public 1,080,369(2)

Total shares outstanding after
the offering 15,598,598(1)

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

Total proceeds raised by offering None; however, we may receive up to
$135,000 from the sale to Graubard
Mollen & Miller of shares issuable
upon exercise of the options held by
Graubard Mollen & Miller.

Use of proceeds from the sale of
shares to Graubard Mollen & Miller We plan to use the proceeds 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) 504,491 shares
underlying warrants issued to Swartz Private Equity, LLC in connection with
an investment agreement between QuikBIZ and Swartz; (iii) 30,000 shares of
common stock underlying options to purchase common stock at $.002 per
share, issued to each of Bohdan Moroz and Kirk J. Girrbach; (iv) 750,000
shares of common stock reserved for issuance under our 2000 Performance
Equity Plan, including 362,500 shares issuable upon exercise of options
with an exercise price of $.75 per share granted to employees and directors
of the Company under the Plan; (v) 180,000 shares issuable upon exercise of
options granted to Graubard Mollen & Miller outside the Plan with an
initial exercise price of $.75 per share; (vi) 30,000 shares of common
stock issuable upon exercise of options with an exercise price of $.90 per
share granted to an employee of SmithAgency.com outside the Plan; and (vii)
18,643 shares of common stock issuable upon conversion of 261 shares of
preferred stock.

(2) Includes (i) 900,369 shares that are presently outstanding, and (ii) up to
180,000 shares underlying options issued to Graubard Mollen & Miller.

<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.

Six Months
Year Ended December 31, Ended-June-30
------------------------ ---------------------
1998 1999 1999 2000
---- ---- ---- ----
(Unaudited)

Revenue $ 2,142,414 $ 4,488,363 1,790,645 3,110,115

Operating Expenses.. 2,899,298 5,258,165 1,964,824 3,444,065

Net Loss............ (783,364) (789,427) (182,797) (345,114)

Basic (loss) per
common share........ $ (0.060) $ (0.058) (0.014) (0.024)

Weighted average
number of common
shares outstanding.. 13,067,857 13,590,236 13,350,676 14,555,807

December 31, June 30,
1999 2000
------------- -------------
Balance Sheet Data: (Unaudited)

Working capital.......................... $ (1,116,245) $ (1,266,849)

Total assets............................. 1,907,643 2,191,307

Total liabilities........................ 1,807,258 2,131,811

Stockholders' equity..................... $ 100,385 $ 59,496

<PAGE>

Risk Factors

An investment in the common stock being offered for resale by the
selling stockholders 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 June 30, 2000, our
accumulated deficit was $3,527,264 and our working capital deficit was
$1,266,849. 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. For the six months ended June 30, 2000, we incurred a net loss of
$345,114. 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, QuikBIZ Express and QuoteIt.com.

o significant costs associated with the development of QuikBIZ
Media and SmithAgency.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, we cannot assure you
that any future funds required in excess of the proceeds of the investment
agreement will be generated from operations or from the aforementioned
investment agreement or other potential sources. We also cannot assure you 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 stockholders.

<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. If
we lose any one of these strategic relationships we could be deprived 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 and 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.
Through our subsidiaries, we presently have employment agreements with each of
them. Mr. Bawarsky's employment agreement with QuikBIZ Media expires on June 15,
2003. Mr. Lobel's employment agreement with SmithAgency.com expires on October
30, 2002. We cannot assure you, 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. We cannot assure you 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 stockholders.

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 stockholders.

Our directors and executive officers currently own approximately 50.8%
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 stockholders.

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

There are presently outstanding options and warrants to purchase
1,736,991 shares of common stock and preferred stock convertible into 18,643
shares of common stock. We may issue additional warrants under an investment
agreement dated as of July 9, 1999 that we entered into with Swartz that gives
us the right to sell, or "put," to Swartz up to $20 million of our common stock.
When we put shares to Swartz we must issue warrants to Swartz. 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 stockholders. 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 may receive up to $135,000 from the sale to
Graubard Mollen & Miller of shares issuable upon the exercise of options held by
Graubard Mollen & Miller. We intend to use the proceeds from the exercise of
options by Graubard Mollen & Miller for working capital and general corporate
purposes.

<PAGE>

Price Range of Common Stock

Our common stock is traded on the OTC Bulletin Board. The following
table sets forth the high and low sales prices of our common stock for each
quarter for the years 1998 and 1999, the first and second quarters of 2000 and
the third quarter of 2000 through September 19, 2000. As of September 19, 2000,
there were 423 holders of record of our common stock.

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

Common stock:

Year High Low
---- ---- ---
1998

First Quarter .40 .10
Second Quarter .38 .11
Third Quarter .40 .22
Fourth Quarter .968 .281

1999

First Quarter 1.875 .406
Second Quarter 2.281 1.031
Third Quarter 2.00 .625
Fourth Quarter 2.50 .375

2000

First Quarter 2.187 1.187
Second Quarter 1.625 .437
Third Quarter (through September 19, 2000) .687 .281

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 stockholders 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 and for the six-months ended June 30, 2000.

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. Our revenues for
the second quarter of 2000 were $1,383,591, compared to $1,106,019 for the
second quarter of 1999.

The consolidated December 31, 1998 financial statements included a net
loss of $783,364, 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 and
employee compensation, and provision for uncollectible accounts. The unaudited
June 30, 2000 consolidated financial statements included a net loss of $277,448
for the quarter, of which $197,177, or approximately 71%, was non-cash and
mainly attributable to depreciation, amortization, non-cash compensation and
consulting expenses.

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

<PAGE>

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
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, and
amortization of goodwill. 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.

<PAGE>

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 four companies since 1997
and intend to continue to pursue opportunities to acquire similar businesses.

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 June
30, 2000, 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. For the six-months ended June 30, 2000, amortization of
goodwill expense was $55,083. We expect to incur additional acquisition-related
amortization expenses as a result of our acquisition program.

Results of Operations

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 of the years 1999 and 1998 includes revenues and expenses from new

<PAGE>

acquisitions, we believe that the operating results for 1999 are not directly
comparable to the operating results for 1998.

Comparison of the Six-Months Ended June 30, 2000 and June 30, 1999

Revenues. Revenues were 1,790,645 for the six months ended June 30,
1999 and grew to $3,110,115 for the six months ended June 30, 2000, an increase
of approximately 74%. The increase in revenues reflected our acquisitions of G&L
Group in August 1999, and the introduction of new strategy, creative and
technology services to the marketplace.

Direct Costs. Direct costs were $1,080,601 for the six months ended
June 30, 1999 and grew to $2,542,441 for the six months ended June 30, 2000, an
increase of approximately 135%. As a percentage of revenues, direct costs
increased from approximately 60% for the six months ended June 30, 1999 to
approximately 82% for the six months ended June 30, 2000. The increase in
absolute dollars and percentage terms was primarily attributable to increased
infrastructure expenses incurred to enhance our network and interactive
capability and higher direct costs relating to acquired businesses.

Selling General and Administrative Expenses. Selling, general and
administrative expenses were $829,203 for the six months ended June 30, 1999 and
decreased to $813,183 for the six months ended June 30, 2000, a decrease of less
than 1%. As a percentage of revenues, selling, general and administrative
expenses decreased from approximately 46% for the six months ended June 30, 1999
to approximately 26% for the six months ended June 30, 2000. The decrease in
percentage terms was primarily attributable to improved economies of scale.

Amortization of Goodwill. Amortization of goodwill was $33,686 for the
six months ended June 30, 1999 and $55,083 for the six months ended June 30,
2000. As a percentage of revenues, amortization of goodwill represented 2% of
revenues in the first six months of 1999 and 2% of revenues in the six months of
2000.

Depreciation and Amortization. Depreciation and amortization expenses,
net of amortization of goodwill, were $21,334 for the six months ended June 30,
1999 and increased to $33,358 for the six months ended June 30, 2000, an
increase of approximately 56%. Depreciation and amortization, net of
amortization of goodwill, represented approximately 1% of revenues in the six
months ended June 30, 1999 and approximately 1% of revenues in the six months
ended June 30, 2000. The increase in absolute dollar terms from year to year
resulted from our acquisition of G&L Group.

Net. Loss Primarily as a result of the increase in direct costs, we had
a net loss of $345,114 for the six months ended June 30, 2000 compared to a net
loss of $182,797 for the six months ended June 30, 1999.

Comparison of the Years Ended December 31, 1999 and December 31, 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 in 1999 compared to 1998 was primarily due to acquisitions. In the
future, we expect direct costs to increase in absolute dollar terms but

<PAGE>

to decrease as a percentage of revenues due to improved economies of scale, the
utilization of billable professionals and an increase in revenues pertaining to
our e-commerce Internet sites.

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, net of amortization of goodwill, represented approximately 1% of
revenues in 1999 and 3% of revenues in 1998. The decrease from year to year was
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 $35,758 at June 30, 1999 and $7,486
at June 30, 2000. Cash used in operating activities of $136,001 in the six
months ended June 30, 1999 and $51,487 in the six months ended June 30, 2000 was
augmented by net cash used in investing activities of $7,672 in the six months
ended June 30, 1999 and $14,000 in the six months ended June 30, 2000, but
offset by net proceeds of financing activities of $161,372 in the six months
ended June 30, 1999 and $37,016 in the six months ended June 30, 2000.

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.

On June 26, 2000, we sold 44,910 shares of common stock to Swartz
pursuant to an investment agreement and received gross proceeds of $17,964 from
the sale. In connection with the sale of the shares, we issued five year
warrants to purchase 4,491 shares of common stock at an exercise price of $.55
per share to Swartz.

<PAGE>

We have incurred recurring operating losses and negative cash flows
from operating activities and have negative working capital. Our available
equity financing arrangement with Swartz allows us to sell or "put" shares of
our common stock to Swartz in order to meet our working capital and capital
expenditure requirements. The number of shares put to Swartz 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 each put. The number of shares put on
Swartz necessary to meet our working capital and working expenditure
requirements will dilute the percentage ownership of our other stockholders. In
addition, our current equity financing arrangement with Swartz may not be enough
to meet our working capital and capital expenditure requirements. Therefore, we
may need to obtain additional financing, and there is no assurance that
additional financing, if needed, will be available on terms acceptable to us, if
at all.

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 our principal subsidiaries, QuikBIZ Media, SmithAgency.com and
Mason Strategic Communications, Inc., we produce content for business
communications, with an emphasis on electronic media and the Internet. We are
striving to develop a "one-stop" environment for development and delivery of
business communications content.

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 we issued 366,000 shares of common stock to G&L Group, valued
for purposes of the transaction at $1.00 per share. Pursuant to the acquisition
agreement, we issued another 122,000 shares to James Lobel on behalf of G&L
Group on May 2, 2000. In connection with the acquisition, Mr. Lobel, who was the
president of G&L Group, entered into a three- year employment agreement with
SmithAgency.com and agreed to become the president of SmithAgency.com. We issued
55,454 shares of common stock to Mr. Lobel on May 2, 2000 pursuant to his
employment agreement.

On May 30, 2000, we completed the acquisition of Mason Strategic
Communications, Inc., a public relations and strategic consulting firm doing
business in South Florida. We acquired all of the outstanding stock of Mason
Strategic Communications, Inc. in consideration for the issuance of 173,000
shares of QuikBIZ common stock to the stockholder of Mason Strategic
Communications, Inc. 50,000 of the shares were placed in escrow pending
fulfillment of certain accounts receivable and performance guarantees. We agreed
that if the market price of QuikBIZ common stock is below $1.00 on May 31, 2001
we will issue additional shares to the stockholder of Mason Strategic
Communications, Inc. in an amount that will bring the aggregate value of the
shares issued to $173,000 on such date. In connection with the acquisition of
Mason Strategic Communications, Inc., two of its principals, Debra A. Mason and
John Pace, entered into three-year employment agreements with SmithAgency.com,
Inc. We issued 96,610 shares of common stock to Ms. Mason and 148,305 shares of
QuikBIZ common stock to Mr. Pace on June 9, 2000 pursuant to their employment
agreements.

<PAGE>

QuikBIZ Media. QuikBIZ Media is a business-oriented, storefront
electronic media 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. QuikBIZ Media offers 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 store front multimedia centers and plans to open store front
multimedia centers throughout the United States during the next five 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, advertising
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
multimedia showroom, QuikBIZ Media's retail shops provide an alternative to
visiting several different, unrelated facilities to complete a multimedia
project. A number of QuikBIZ Media's services can be ordered on- line through
our QuikBIZ Express website (www.quikbizexpress.com).

QuoteIt.com. QuoteIt.com (www.quoteit.com) is an Internet site created
and operated by QuikBIZ Media that enables businesses, government agencies,
non-profit corporations, schools, universities, religious organizations 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 third party 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.

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.
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. Purchasers
order products and services and pay by credit card once the order is ready for
shipment. Each store has its own separate URL and is marketed interdependently

<PAGE>

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, BizBookStop, CDsupplies.com, LCD Mart, Pix'l Creative and
QuikBIZ Express. We own all of the stores except M2 PressWIRE.

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 marketing 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
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.

<PAGE>

Employees

QuikBIZ has one employee, QuikBIZ Media has 19 employees, Mason
Strategic Communications, Inc. has 5 employees and SmithAgency.com has 11
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 stockholder of QuikBIZ 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. Our action against Random House,
Inc. was settled amicably. On August 4, 2000, we amended our complaint to remove
the claim for breach of Messrs. Smith and Robb's noncompetition agreements with
the SmithAgency. The remaining claims are still pending resolution.

Properties

Our subsidiaries lease the following properties:

Monthly Termination
Subsidiary Location Area Rent Date
---------- -------- ---- ------- -----------

SmithAgency.com 6801 Powerline Road 10,000 $6,500 8/31/2004(1)
Ft. Lauderdale square
Florida 33309 feet

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

<PAGE>

Monthly Termination
Subsidiary Location Area Rent Date
---------- -------- ---- ------- -----------

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

Mason Strategic 800 East Broward 1,043 $1,935 5/31/2002
Communications, Blvd., #505 square
Inc. Ft. Lauderdale feet (3)
Florida 33301

Mason Strategic 10505 SW 55th Place 2,000 $1,400 None(4)
Communications, Gainesville square
Inc. Florida 32608 feet

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

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

(2) SmithAgency.com has sublet this space to a third party.

(3) We plan to sublease this space to a third party.

(4) This space is leased on a month-to-month basis.

Selling Stockholders

The following table provides certain information with respect to the
selling stockholders' beneficial ownership of our common stock as of August 28,
2000, and as adjusted to give effect to the sale of all of the shares offered
hereby. David Bawarsky is an officer, director and principal stockholder of
QuikBIZ. Kirk J. Girrbach is a director and former officer of the Company. James
Lobel, Debra A. Mason and John Pace are officers of SmithAgency.com. Graubard
Mollen & Miller is our corporate counsel, Sea-Cam, Inc. is an independent
contractor that provides video production services to us, and Kenneth F. Darrow,
P.A. is a law firm we have retained to advise us on certain franchise issues.
None of the selling stockholders are or were affiliated with registered
broker-dealers. See "Plan of Distribution." The selling stockholders possess
sole voting and investment power with respect to the securities shown.

Shares Beneficially
Owned
Number of Shares After Offering (1)
Beneficially Number ----------------------
Owned of Shares Number
Name Before Offering Offered of Shares Percentage
---- --------------- ---------- ---------- -----------
David B. Bawarsky 5,527,065(2) 440,000 5,087,065(2) 32.4%
Kenneth F. Darrow, P.A. 32,000 32,000 0 0
Kirk J. Girrbach 1,243,138(3) 100,000 1,143,138(3) 7.3%
Graubard Mollen & Miller 180,000(4) 180,000 0 0
James Lobel 513,454(5) 35,454 478,000(5) 3.0%
Debra A. Mason 269,610(6) 96,610 173,000(6) 1.1%
John Pace 148,305(7) 148,305 0(7) 0
Sea-Cam, Inc.(8) 48,000 48,000 0 0

<PAGE>

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

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

(2) Includes 90,000 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.

(3) Includes 120,000 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) Includes 180,000 shares of common stock issuable upon exercise of
outstanding options exercisable at a price of $.75 per share.

(5) Includes 366,000 shares of common stock held by Gallaspy & Lobel, Inc. Mr.
Lobel is the President of Gallaspy & Lobel, Inc. and with his wife owns all
of the outstanding securities of Gallaspy & Lobel, Inc. Does not include
options to purchase 50,000 shares of common stock at a price of $.75 per
share that are not currently exercisable.

(6) Does not include 148,305 shares held by John Pace and being offered by Mr.
Pace. Ms. Mason and Mr. Pace are married to each other.

(7) Does not include 96,610 shares held by Debra A. Mason and being offered by
Ms. Mason. Ms. Mason and Mr. Pace are married to each other.

(8) George Montiero is the sole stockholder of Sea-Cam, Inc.

Securities Being Registered

<PAGE>

On May 16, 2000, we issued 55,454 shares of common stock to James Lobel
pursuant to an employment agreement between SmithAgency.com and Mr. Lobel. The
resale of 25,454 of those shares is covered by this prospectus.

On June 9, 2000, we issued 96,000 shares of common stock to Debra A.
Mason and 148,305 shares of common stock to John Pace pursuant to employment
agreements between SmithAgency.com and such individuals. The resale of these
shares by Ms. Mason and Mr. Pace is covered by this prospectus.

On June 23, 2000, we issued options to purchase 180,000 shares of
common stock at a price of $.75 per share to our securities counsel, Graubard
Mollen & Miller, in consideration for services rendered. The resale of the
common stock issuable to Graubard Mollen & Miller upon exercise of the options
is covered by this prospectus.

On July 18, 2000, we issued 32,000 shares of common stock to Kenneth F.
Darrow, P.A., in consideration for legal services to be rendered pursuant to a
retainer agreement. The resale of these shares is covered by this prospectus.

On July 24, 2000, we issued 48,000 shares of common stock to Sea-Cam,
Inc. in consideration for services rendered. The resale of these shares is
covered by this prospectus.

Plan of Distribution

Each selling stockholder 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 stockholders 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 stockholders do not have an underwriter or coordinating broker acting in
connection with the proposed sale of the common shares.

The selling stockholders 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 stockholders. 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). Each
selling stockholder 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 stockholders 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 the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(a)(11) of the Securities Act, the selling
stockholders will be subject to prospectus delivery requirements.

<PAGE>

We have informed the selling stockholders that the anti-manipulation
rules of the SEC, including Regulation M promulgated under the Securities
Exchange Act of 1934, may apply to their sales in the market and have provided
the selling stockholders with a copy of such rules and regulations.

Selling stockholders 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.

We are responsible for all costs, expenses and fees incurred in
registering the shares offered hereby. The selling stockholders 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 45 President, Chief Executive
Officer, Chief Financial
Officer and Director

James Lobel 55 Director of QuikBIZ
and President of
SmithAgency.com

Kirk J. Girrbach 41 Director

Dr. Bohdan Moroz 61 Director

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.

James Lobel has served as a director of QuikBIZ since August 1, 2000
and as President of SmithAgency.com since September 1999. He was the President
of G&L Group from 1989, when he founded G&L Group, to August 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.

<PAGE>

Kirk J. Girrbach has served as a director since April 1998. He serve
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.

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.

Executive Compensation

The following table lists the cash remuneration paid or accrued during
1999, 1998 and 1997 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>
<CAPTION>
Other Securities
Name and Principal Annual 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.

<PAGE>

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.

1999 Year-End Option Values

Value of securities
Number of securities underlying unexercised
underlying unexercised in-the-money options at
options at December 31, 1999 December 31, 1999(1)
----------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

David Bawarsky 500,000 0 $999,000 $0

Andrew Smith 0 0 $0 $0

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

(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 during the term of the agreement or disclosing
confidential information or trade secrets of QuikBIZ in any unauthorized manner
at any time. If QuikBIZ terminates Mr. Bawarsky's employment or changes his
duties without his consent, QuikBIZ 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, as follows:

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

28
<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.

2000 Performance Equity Plan

In May 2000, the board of directors adopted, subject to stockholder
approval, our 2000 Performance Equity Plan. The plan authorizes the granting of
awards of up to 750,000 shares of common stock to our key employees, officers,
directors and consultants. Awards consist of stock options (both nonqualified
options and options intended to qualify as "incentive" stock options under
Section 422 of the Internal Revenue Code of 1986, as amended), restricted stock
awards, deferred stock awards, stock appreciation rights and other stock-based
awards, as described in the plan. As of the date of this prospectus, options to
purchase 362,500 shares of common stock are outstanding under the plan. No
person may be awarded options to purchase more than 200,000 shares of common
stock under the plan in any year.

The plan is administered by our board of directors, which determines
the persons to whom awards will be granted, the number of awards to be granted
and the specific terms of each grant, including the vesting thereof, subject to
the provisions of the plan.

In connection with incentive stock options, the exercise price of each
option may not be less than 100% of the fair market value of the common stock on
the date of grant (or 110% of the fair market value in the case of a grantee
holding more than 10% of our outstanding stock). The aggregate fair market value
of shares for which incentive stock options are exercisable for the first time
by such employee during any calendar year may not exceed $100,000. Nonqualified
stock options granted under the plan may be granted at a price determined by the
board of directors, not to be less than the fair market value of the common
stock on the date of grant.

Disclosure of Commission Position on Indemnification For Securities Act
Liabilities

Our by-laws include certain provisions permitted pursuant to the Nevada
General Corporate law whereby our officers and directors are to be indemnified
against certain liabilities. These provisions of the by-laws have no effect on
any director's liability under federal securities laws or the availability of
equitable remedies, such as injunction or recession, for breach of fiduciary
duty. We believe that these provisions will facilitate our ability to continue
to attract and retain qualified individuals to serve as our directors and
officers.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in

<PAGE>

the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore
unenforceable.

Principal Stockholders

The following table sets forth certain information regarding beneficial
ownership of our common stock as of September 13, 2000 by (i) each person who is
known by us to own beneficially 5% or more of our 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 September 13, 2000 have been included in the table.

<TABLE>
<CAPTION>
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 5,527,065(1) 35.2% 5,087,065(1) 32.4%
6801 Powerline Road
Ft. Lauderdale, Florida 33309

James Lobel 513,454(2) 3.3% 478,000(2) 3.0%
6801 Powerline Road
Ft. Lauderdale, Florida 33309

Kirk J. Girrbach 1,243,138(3) 7.9% 1,143,138(3) 7.3%
6550 N. Federal Highway
Ft. Lauderdale, Florida 33308

Dr. Bohdan Moroz 816,643(4) 5.2% 816,643(4) 5.2%
250 Compass Drive
Ft. Lauderdale, Florida 33308

Andrew D. Smith 2,176,500(5) 13.9% 2,176,500(5) 13.9%
20955 Vieto Terrace
Boca Raton, Florida 33433

Anthony J. Ard 1,000,000(6) 6.4% 1,000,000(6) 6.4%
1251 Grant Street
Hollywood, Florida 33019

Officers and directors as a group 8,100,300(1)(2) 50.8% 7,524,846(1)(2) 47.2%
(4 persons) (3)(4) (3)(4)
</TABLE>

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

(1) Includes 90,000 shares of common stock issuable upon exercise of currently
exercisable 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.

<PAGE>

(2) Includes 366,000 shares of common stock held by Gallaspy & Lobel, Inc. Mr.
Lobel is the President of Gallaspy & Lobel, Inc. and with his wife owns all
of the outstanding securities of Gallaspy & Lobel, Inc. Does not include
50,000 shares of common stock issuable upon exercise of options that are
not currently exercisable.

(3) Includes 120,000 shares of common stock issuable upon exercise of currently
exercisable 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) Includes 120,000 shares of common stock issuable upon exercise of currently
exercisable options, 29,500 shares held by Dr. Moroz' wife and 1,429 shares
held by Dr. Moroz' son.

(5) Does not include 396,000 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.

(6) 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. 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 we
issued 366,000 shares of common stock to G&L Group, valued for purposes of the
transaction at $1.00 per share. Pursuant to the acquisition agreement, we issued
another 122,000 shares to James Lobel on behalf of G&L Group, on May 2, 2000. In
connection with the acquisition, Mr. Lobel, who was the president of G&L Group,
entered into a three year employment agreement with SmithAgency.com and agreed
to become the president of SmithAgency.com. We issued 55,454 shares of common
stock to Mr. Lobel on May 2, 2000 pursuant to his employment agreement. 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 12,310
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 stockholder of QuikBIZ Media.
Pursuant to the acquisition agreement, the outstanding shares of QuikBIZ Media
were 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

<PAGE>

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.

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, 15,598,598 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.

<PAGE>

Warrants and Options

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. We included the shares of common
stock underlying the warrants in a registration statement on Form SB-2 that was
declared effective on April 12, 2000.

We issued warrants to purchase 500,000 shares of our common stock at an
initial price of $1.4625 per share to Swartz on May 25, 1999 in consideration of
Swartz's commitment to enter into the investment agreement. The exercise price
of the warrants is subject to downward adjustment from time to time in the event
the average closing price of our common stock declines. The warrants expire on
May 25, 2004. We issued warrants to purchase 4,491 shares of common stock to
Swartz on June 26, 2000 in connection with a put of 44,910 shares to Swartz that
closed on that date. The warrants issued on June 26, 2000 expire on June 26,
2005. 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. We included the shares of common stock
underlying the warrants in a registration statement on Form SB-2 that was
declared effective on April 12, 2000.

We issued options to purchase up to 180,000 shares of our common stock
to Graubard Mollen & Miller, our securities counsel, on June 23, 2000 in
consideration for services rendered. The warrants have an initial exercise price
of $.75 per share, subject to downward adjustment from time to time in the event
the average closing price of our common stock declines, and expire on June 23,
2005. The holders of the options have the right to have the common stock
issuable upon exercise of the options 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. The holders of the options also have the
right to require that we file a registration statement covering the shares of
common stock issuable upon exercise of the options on one occasion upon the
request of the holders of a majority of the options. The shares of common stock
underlying these options are included in the registration statement of which
this prospectus is a part.

Legal Matters

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

<PAGE>

Experts

The balance sheet of QuikBIZ as of December 31, 1999 and 1998 and the
statements of operations, stockholders' equity and cash flows of QuikBIZ for
the years then ended, included in this prospectus, 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.

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

QuikBIZ Internet Group, Inc.

Report of Gerson, Preston & Company, P.A................................ F-2

Consolidated Balance Sheets, December 31, 1998 and 1999 and
June 30, 2000 (Unaudited).......................................... F-3

Consolidated Statements of Operations, Years Ended
December 31, 1998 and 1999 and six months ended
June 30, 1999 and 2000 (Unaudited)................................. F-4

Consolidated Statements of Stockholders' Equity,
Years Ended December 31, 1998 and 1999 and six
months ended June 30, 2000 (Unaudited)............................. F-5

Consolidated Statements of Cash Flows, Years Ended
December 31, 1998 and 1999 and six months ended
June 30, 1999 and 2000 (Unaudited)................................. F-6

Notes to Consolidated Financial Statements.............................. F-8

F-1

<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, stockholders' 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-2

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Balance Sheets

December 31, June 30, 2000
-------------------- --------------
1998 1999 (Unaudited)
--------------------- --------------
Current Assets
Cash $ 18,059 $ 35,957 $ 7,486
Accounts receivable 136,340 620,501 785,736
Other 38,969 26,786 30,137
----------- ----------- -----------
Total current assets 193,368 683,244 823,359
Property and equipment
Furniture and equipment 68,647 176,937 298,684
Leasehold improvements 44,862 44,862 44,862
----------- ---------- -----------
113,509 221,799 343,546
Less accumulated depreciation 40,706 73,880 (107,237)
----------- ---------- -----------
Depreciated cost 72,803 147,919 236,309

Other assets
Goodwill, net of accumulated
amortization of $78,435,
$159,496 and $186,604,
respectively 595,300 924,894 973,611
Note receivable from stockholder -- 151,586 158,028
----------- ---------- -----------
Total assets $ 861,471 $ 1,907,643 $ 2,191,307
=========== =========== ===========

Liabilities and Stockholders' Equity
December 31, June 30, 2000
---------------------- -------------
1998 1999 (Unaudited)
----------- -------- -------------
Current liabilities
Accounts payable and accrued expenses $ 483,291 $ 1,461,580 $ 1,633,975
Current maturities of long-term debt 59,397 337,909 456,233
----------- ---------- -----------
Total current liabilities 542,688 1,799,489 2,090,208
Long-Term Debt 242,685 7,769 41,603
----------- ---------- -----------
Total liabilities 785,373 1,807,258 2,131,811

Stockholders' equity
Preferred stock; $.001 par value,
3,000 shares authorized; 261
shares issued and outstanding 10,208 10,208 10,208
Common stock; $.002 par value;
25,000,000 shares authorized;
13,090,571, 14,061,426 and 15,518,298
shares issued and outstanding,
respectively 26,179 28,121 31,035
Additional paid-in capital 2,692,419 3,358,227 3,764,228
Accumulated deficit (2,392,723) (3,182,150) (3,527,264)
Unearned compensation on
restricted stock (259,985) (114,021) (218,711
----------- ---------- -----------

Total stockholders' equity 76,098 100,385 59,496
----------- ---------- -----------
Total liabilities and
stockholders' equity $ 861,471 $1,907,643 $ 2,191,307
=========== ========== ===========

(See accompanying notes.)

F-3

<PAGE>

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

Six Months Ended
Years Ended December 31, June 30,
------------------------ -----------------------
1998 1999 1999 2000
----------- ----------- ---------- -----------
(Unaudited)

Revenue $ 2,142,414 $ 4,488,363 $ 1,790,645 $ 3,110,115

Costs and expenses
Direct costs 1,753,877 3,650,115 1,080,601 2,542,441
Selling, general and
administrative 1,023,831 1,483,283 829,203 813,183
Depreciation and
amortization 121,590 124,767 55,020 88,441
----------- ----------- ----------- -----------
Total costs
and expenses 2,899,298 5,258,165 1,964,824 3,444,065
----------- ----------- ----------- -----------

Loss from operations (756,884) (769,802) (174,179) (333,950)

Interest expense 26,480 19,625 8,618 11,164
----------- ----------- ----------- -----------

Net loss $ (783,364) $ (789,426) $ (182,797) $ (345,114)
=========== =========== =========== ===========

Weighted average number
of common shares
outstanding 13,067,857 13,590,236 $13,350,676 $14,555,807
Basic (loss) per common
share $ (0.060) $ (0.058) $ (0.014) $ (0.024)

(See accompanying notes.)

F-4

<PAGE>

QuikBIZ Internet Group, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Unearned
Additional Compensation
Preferred Stock Common Stock Paid-in Accumulated on Common Subscription
Shares Amount Shares Amount Capital Deficit Stock Receivable Total
------- ------- ---------- ---------- ----------- ------------ --------- ------------- -------------
<S> <C> <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 compen-
sation 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
Unaudited:
Acquisitions - - 193,000 386 117,814 - - - 118,200
Issuance of common
stock - - 963,503 1,927 105,470 - - - 107,397
Issuance of common
stock for compen-
sation - - 300,369 601 182,717 - (183,318) - -
Amortization of
unearned compen-
sation on common
stock - - - - - - 78,628 - 78,628
Net Loss - - - - - (345,114) - - (345,114)
Balance,
June 30, 2000 261 $ 10,208 15,518,298 $ 31,035 $3,764,228 $(3,527,264) $ (218,711) - 59,496
</TABLE>

F-5

<PAGE>

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

continued
<TABLE>
<CAPTION>
Years Ended December 31, Six Months Ended June 30,
------------------------------------ ---------------------------------
1998 1999 1999 2000
--------------- --------------- ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C>
Operating activities
Net loss $ (783,364) $ (789,427) $ (182,797) $ (345,114)

Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 121,590 124,767 55,020 88,441
Bad debts 49,521 72,584 - -
Amortization of unearned compensation 289,380 145,964 77,794 78,628
Non-cash consulting expense - 42,500 - 36,550
Amortization of note receivable - (4,154) - (6,442)

Changes in operating assets and
liabilities, net of effects of acquisition:
Decrease (increase) in accounts receivable 13,719 (122,212) (166,920) (41,294)
Decrease (increase) in other current assets 8,526 1,651 (1,097) 397
Increase in accounts payable and
accrued expenses 109,225 271,669 81,999 137,347
--------------- ------------- --------- ----------

Net cash (used in) operating activities (191,403) (256,658) (136,001) (51,487)
--------------- ------------- --------- ----------

Investing activities

Purchases of property and equipment (1,997) (17,345) (7,672) (14,000)
Cash received from acquisition 76,312 - - -
--------------- ------------- --------- ----------
Net cash provided by (used in)
investing activities 74,315 (17,345) (7,672) (14,000)
--------------- ------------- --------- ----------

Financing activities

Proceeds from notes payable, including $15,900
and $10,100 from a stockholder in 1998 and
1999, respectively 68,446 110,488 - 3,654
Payment on notes payable, including $50,000
to a stockholder in 1999 (2,209) (77,837) (11,628) -
Issuance of common stock 66,600 259,250 173,000 33,362
--------------- ------------- --------- ---------
Net cash provided by financing
activities 132,837 291,901 161,372 37,016
--------------- ------------- --------- ---------

Net increase (decrease) in cash 15,749 17,898 17,699 (28,471)

Cash, beginning of period 2,310 18,059 18,059 35,957
--------------- ------------- --------- ---------

Cash, end of period $ 18,059 $ 35,957 $ 35,758 $ 7,486
=============== ============ ========= =========
</TABLE>

(See accompanying notes.)

F-6

<PAGE>

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

continued
<TABLE>
<CAPTION>
Years Ended December 31, Six Months Ended June 30,
--------------------------- ---------------------------
1998 1999 1999 2000
-------------------------- ---------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Supplemental disclosures of cash flow
information:
Cash paid for interest $ 23,480 $ 19,625 $ 8,618 $ -

Supplemental schedule of noncash investing
and financing activities:

Issuance of common stock related to exercise
of warrants, cash not yet received $ - $ - $ 4,250 $ -
Common stock issued in connection with
compensation, net of amortization $ 259,985 $ - $ - $ 104,690
Common stock issued for compensation $ - $ - $ - $ 36,000
Issuance of common stock and options related
to acquisitions $ 42,000 $ 366,000 $ - $ 118,200
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 $ - $ 550
Accounts payable paid by issuance of
common stock $ - $ - $ - $ (147,485)
Debts incurred for purchase of equipment $ - $ - $ - $ 71,603
Unpaid stock issuance costs $ - $ - $ - $ 110,000
</TABLE>

(See accompanying notes.)

F-7

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended June 30, 1999
and 2000 is unaudited)

1. Nature of Operations

The Company and its subsidiaries have two reportable segments, both of
which sell their products and services throughout the 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

F-9

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended June 30, 1999
and 2000 is unaudited)

of assets and liabilities and are measured using currently enacted tax
rates. SFAS 109 requires a valuation allowance to reduce the deferred tax
assets reported if, based on the weight of the evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be
realized.

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.

Unaudited Interim Financial Information. The unaudited balance sheet as of
June 30, 2000 and the unaudited statements of operations and cash flows for
the six months ended June 30, 1999 and 2000 and the unaudited statement of
shareholders' deficit for the six months ended June 30, 2000 include, in
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to present fairly the Company's financial position,
results of operations and cash flows. Operating results for the six months
ended June 30, 2000 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2000. The footnotes related to
such periods are also unaudited.

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 stockholder relates to an acquisition which occurred
during 1999. The note is non- interest bearing until August 31, 2002.

F-10

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended June 30, 1999
and 2000 is unaudited)

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-11

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

5. Long-Term Debt
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999 2000
------------- ------------- -----------
Unaudited
<S> <C> <C> <C>
Line of credit; $0 available as of June 30, 2000
interest variable (9.25% and 8.75% at
December 31, 1998 and 1999 and 9.23% at
June 30, 2000); collateralized by accounts
receivable and property and equipment;
guaranteed by a director/stockholder;
matures in April 2000 $ 98,345 $ 198,733 $ 202,995

Unsecured note payable to a former stockholder;
interest variable (9.25% at December 31, 1998
and 1999 and 10% at June 30, 2000);
matures in October 2000 110,000 110,000 110,000

Unsecured demand notes payable to stockholders;
interest variable (8.75% at December 31,
1998, 1999 and June 30, 2000) 65,900 26,000 26,000

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

Line of credit; interest at 10.5%; collateralized
by equipment, matures in July 2003. - - 71,603

Note payable; interest at 12.8%; collateralized
by accounts receivable, inventory, property
and equipment; matures in October 2000 - - 50,000

$70,000 line of credit; interest variable;
collateralized by accounts receivable,
inventory, property and equipment; - - 37,238

Note payable; interest at 9%; collateralized
by accounts receivable, inventory and
property and equipment 27,837 - -
------------- --------- ------------
Long-term debt 302,082 345,678 497,836

Less current maturities 59,397 337,909 456,233

Long-term debt net of current maturities $ 242,685 $ 7,769 $ 41,603
============ =========== ============
</TABLE>

F-12

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

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

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

2000 $ 337,909

2001 3,626

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
conjunction with this transaction, a stockholder donated 1,300,000 shares
of common stock to the Company. These transactions resulted in a reduction
to stockholder'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
stockholders' 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 stockholders 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 stockholders, 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 stockholder exercised
options for 100,000 shares of common stock.

F-13

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

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.

The Company reserved 750,000 shares of common stock for issuance under
the 2000 Performance Equity Plan. During May 2000, the Company issued
options to purchase 362,500 shares of common stock at an exercise
price of $.75 per share to employees and directors under the 2000
Performance Equity Plan.

During May 2000, the Company issued options to purchase 30,000 shares
of common stock at an exercise price of $.90 per share, expiring on
December 1, 2002 to an employee of SmithAgency.com.

During June 2000, the Company issued options to purchase up to 180,000
shares of common stock at an exercise price of $.75 per share to its
securities counsel, Graubard Mollen & Miller in consideration for
services rendered.

During June 2000, the Company issued Swartz a warrant to purchase
4,491 shares of comon stock at an exercise price of $.55 per share.
The warrant expires on June 25, 2005.

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

Common stock activity for 2000 was as follows:

Additional
Paid-in
Shares Amount Capital Total
------ ------ ---------- ----------
Issuance of common
stock for cash 344,500 $ 689 $ 32,673 $ 33,362
Issuance of common
stock for services 919,372 1,839 255,514 257,353
Issuance of common
stock for acquisitions 193,000 386 117,814 118,200
------ ------ --------- ----------
Total 1,456,872 $ 2,914 $ 406,001 $ 408,915

F-14

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

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/stockholder 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.

F-15

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

On May 2, 2000 the Company completed the acquisition of Dream Outloud, Inc.
("Dream Outloud"). The acquisition was accounted for as a purchase.
Consideration consisting of the issuance of 20,000 shares of restricted
common stock valued at $14,400, which was equal to the fair value of the
net assets acquired. In connection with this transaction, the Company
entered into a two-year employment agreement with one of the acquiree's
employees.

On May 30, 2000 the Company completed the acquisition of Mason Strategic
Communications, Inc. ("Mason"). The acquisition was accounted for as a
purchase. Consideration consisted of the issuance of 173,000 shares of
restricted common stock valued at $103,800. The excess of the purchase
price over the fair value of the net assets acquired (goodwill) was
$103,800. In connection with this transaction, the Company entered into a
three-year employment agreement with two of the acquiree's employees.

The following unaudited performa consolidated results of operations are
presented as if the business combinations of QuikBiz Media, G&L Group,
Dream Outloud and Mason had been made at the beginning of the periods
presented:
Years Ended December 31, Six-months ended
1998 1999 June 30, 2000
----------- ---------- -----------------

Sales $7,468,000 $7,189,000 $3,400,000
Net loss $ 434,000 $ 860,000 $ 388,000
Net loss per share:
Basic and diluted $ (0.033) $ (0.063) $ (0.027)

The unaudited performa 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.

F-16
<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

9. Leases

The Company has entered into several long-term leases for offices
(including one with the owners of a stockholder), 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:

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

Rent expense was $83,000 and $155,000 (including $26,000 to the owners of a
stockholder) for 1998 and 1999, respectively, and 78,000 and 116,000 for
the six months ended June 30, 1999 and 2000, 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, June 30,
1998 1999 2000
----------- ------------ ------------
Unaudited
Deferred tax assets:
Net operating loss
carryforwards $ 933,000 $ 1,242,000 $ 1,377,000
Valuation allowance
for deferred tax asset (933,000) (1,242,000) (1,377,000)
----------- ----------- ------------
Total $ - $ - $ -
----------- ----------- ------------

F-17

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

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
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.

Two customers account for approximately 19% and 18% respectively, of the
Company's net sales for the six months ended June 30, 2000. These same two
customers represented approximately 33% and 2% respectively, of the
Company's accounts receivable balance at June 30, 2000.

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

Year Ended Advertising Multimedia
December 31, 1998 Segment Segment Corporate Total
------------------ ------------ ---------- ----------- -------------
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

F-18

<PAGE>

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

(Information as of June 30, 2000 and for the six months ended
June 30, 1999 and 2000 is unaudited)

Year Ended Advertising Multimedia
December 31, 1998 Segment Segment Corporate Total
------------------ ------------ ------------ ----------- -------------
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

Six Months Ended Advertising Multimedia
June 30, 2000 Segment Segment Corporate Total
------------------ ------------ ------------ ----------- -------------
Revenues $ 2,302,809 $ 807,306 $ - $ 3,110,115
Segment income
(loss) $ (138,561) $ 75,557 $ (282,110) $ (345,114)
Depreciation
and amortization $ 7,643 $ 17,319 $ 63,479 $ 88,441

Total assets $ 768,858 $ 378,604 $ 1,043,845 $ 2,191,307

13. Subsequent Events

The Company issued 80,000 shares of common stock for services rendered.

F-19

<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................................................ $ 132.00
Legal fees.................................................... $ 10,000.00
Accounting fees and expenses.................................. $ 5,000.00
Miscellaneous................................................. $ 0.00
Total.................................................. $ 15,132.00

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 transactions because the transactions did not involve public
offerings.

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.

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,

II-2

<PAGE>

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.

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.

II-3

<PAGE>

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.

On May 2, 2000, the Company issued to Selly Isaacs, an employee of the
Company's SmithAgency.com subsidiary, options to purchase 30,000 shares of
common stock for $.90 per share, exercisable at any time commencing December 1,
2000 and expiring December 1, 2002.

On May 2, 2000, the Company issued 240,000 shares of common stock to
David Bawarsky upon his cashless exercise of options to purchase 300,000 shares
of common stock at a price of $.15 per share.

On May 12, 2000, the Company issued 100,000 shares of common stock to
Kirk J. Girrbach upon his exercise of options to purchase 100,000 shares of
common stock at a price of $.15 per share.

On May 16, 2000, the Company issued 122,000 shares of common stock to
James Lobel pursuant to the asset purchase agreement for the purchase in August
1999 of substantially all of the assets of Gallaspy & Lobel, Inc.

On May 16, 2000, the Company issued 55,454 shares of common stock to
James Lobel pursuant to an employment agreement between the Company's
SmithAgency.com subsidiary and Mr. Lobel dated August 31, 1999.

On May 16, 2000, the Company issued 20,000 shares of common stock to
John Kiminas in consideration for substantially all of the assets of Dream
Outloud, Inc.

On May 16, 2000, the Company issued 15,000 shares of common stock to
Chuck Krblich in consideration for services rendered.

On May 30, 2000, the Company issued options to purchase an aggregate of
362,500 shares of common stock at a price of $.75 per share to nine of the
Company's employees and directors pursuant to the Company's 2000 Performance
Equity Plan.

On June 9, 2000, the Company issued 173,000 shares of common stock to
Debra A. Mason in consideration for all of the outstanding securities of Mason
Strategic Communications, Inc.

II-4

<PAGE>

On June 9, 2000, the Company issued 96,610 shares of common stock to
Debra A. Mason and 148,305 shares of common stock to John Pace pursuant to
employment agreements between the Company's SmithAgency.com, Inc. subsidiary and
such individuals.

On June 15, 2000, the Company issued 200,000 shares of common stock to
David Bawarsky upon his exercise of options to purchase 200,000 shares at a
price of $.002 per share.

On June 23, 2000, the Company issued options to purchase up to 180,000
shares of common stock at an initial exercise price of $.75 per share to its
securities counsel, Graubard Mollen & Miller, in consideration for services
rendered.

On June 26, 2000, the Company sold 44,910 shares of common stock at a
price of $.40 per share and issued warrants to purchase 4,491 shares of common
stock at a price of $.55 per share, exercisable until June 25, 2005, to Swartz
Private Equity, LLC in connection with a put effected under the Amended and
Restated Investment Agreement between the Company and Swartz dated as of July 9,
1999.

On July 18, 2000, the Company issued 32,000 shares of common stock,
valued at $.625 per share, to Kenneth F. Darrow, P.A., in consideration for
$20,000 of legal services to be rendered pursuant to a retainer agreement dated
July 12, 2000.

On July 24, 2000, the Company issued 48,000 shares of common stock,
valued at $.625 per share, to Sea-Cam, Inc. in consideration for $30,000 of
services rendered.

ITEM 27. Exhibits

<TABLE>
Exhibit
Number Description
------- -----------
<S> <C>
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 (incorporated by reference from Exhibit 4.1 the
Registrant's Registration Statement on Form SB-2, File No. 333-87895).

5.1 Legal opinion of Graubard Mollen & Miller.*

10.1 Employment Contract for James Lobel, dated August 31, 1999, between the
Registrant and James Lobel (incorporated by reference from Exhibit 10.5 the
Registrant's Registration Statement on Form SB-2, File No. 333-87895).
</TABLE>

II-5

<PAGE>

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

10.2 Form of the Registrant's 2000 Performance Equity Plan (incorporated
by reference from Registrant's Quarterly Report on Form 10-QSB for
the period ended June 30, 2000).

10.3 Forms of option agreements for options issued under
Registrant's 2000 Performance Equity Plan (incorporated by
reference from Registrant's Quarterly Report on Form 10-QSB
for the period ended June 30, 2000).

10.4 Form of Stock Purchase Agreement by and between the Registrant and
Mason Strategic Communications, Inc.*

10.5 Employment agreement between SmithAgency.com, Inc. and Debra A.
Mason, dated May 31, 2000.*

10.6 Employment agreement between SmithAgency.com, Inc. and John Pace,
dated May 31, 2000.*

10.7 Form of option to purchase common stock issued to Graubard Mollen &
Miller on June 23, 2000.*

10.8 Retainer agreement between the Registrant and Kenneth F. Darrow,
P.A.*

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.*

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

----------------------------------
* 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

II-6

<PAGE>

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 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-7

<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 September __, 2000.

QUIKBIZ INTERNET GROUP, INC.

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Bawarsky and James Lobel, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this registration
statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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.

<TABLE>
<CAPTION>
Signature Title Date
---------- ----- ------
<S> <C> <C>
/s/ David B. Bawarsky Director, Chief Executive Officer September 25, 2000
----------------------------- (Principal Executive Officer), Chief
David B. Bawarsky Financial Officer and Treasurer
(Principal Financial Officer)

/s/ Kirk J. Girrbach Director and Treasurer September 25, 2000
----------------------------- (Principal Financial and
Kirk J. Girrbach Accounting Officer)

/s/ James Lobel
----------------------------- Director September 25, 2000
James Lobel

/s/ Bohdan Moroz
----------------------------- Director September 25, 2000
Dr. Bohdan Moroz
</TABLE>

II-8