FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2000
                                ------------------------------

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from ___________________________ to _________________

                        Commission file number: 000-27407
                                                ---------

                             JAWS Technologies, Inc.
                        -------------------------------
               (Exact name of registrant as specified in charter)

                Delaware                                        98-167013
--------------------------------------------          --------------------------
(State of Other jurisdiction of incorporation             (I.R.S. Employer
                        or organization)                  Identification No.)

          1 Concorde Gate, Suite 307, Toronto, Ontario, Canada M3C 3N6
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                   (Zip Code)

                                 1-888-301-5297
                  -------------------------------------------
              (Registrant's telephone number, including area code)

     ----------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  | X |     No  [  ]


     The number of shares of the Registrant's common stock par value $0.001 per
share (the "Common Stock"), outstanding as of August 3, 2000 was 27,632,829
shares.


295277.4

<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1.   Financial Statements

JAWS Technologies, Inc.


                           CONSOLIDATED BALANCE SHEETS
                   (all amounts are expressed in U.S. dollars)




<TABLE>
<CAPTION>
As at

                                                      June 30,     December 31,   December 31,   December 31,
                                                        2000           1999           1998           1997
                                                         $              $               $              $
----------------------------------------------------------------------------------------------------------------
                                                     (Unaudited)
<S>                                                  <C>            <C>            <C>            <C>
ASSETS
Current
Cash and cash equivalents                              5,653,340     8,430,701        33,732            111
Term deposits                                             28,494       431,729            --             --
Accounts receivable                                    1,197,922       338,825         7,243             --
Due from related parties                               1,324,273         1,777        13,118             --
Prepaid expenses and deposits                            323,534        75,144       140,456          7,500
----------------------------------------------------------------------------------------------------------------
                                                       8,527,563     9,278,176       194,549          7,611
Equipment and leasehold improvements, net              2,235,224       699,235        78,830          2,320
Intangible assets                                     17,757,075     2,629,000            --             --
Investment                                                20,000            --            --             --
----------------------------------------------------------------------------------------------------------------
                                                      28,539,862    12,606,411       273,379          9,931
================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current
Accounts payable and accrued liabilities               2,943,472     1,177,278       428,600        32,976
Current portion of capital lease obligations              63,213        25,235            --             --
   payable
Due to related parties                                   306,777       172,093       197,115             --
Due to stockholders                                        2,816         2,066        74,717         78,159
----------------------------------------------------------------------------------------------------------------
                                                       3,316,278     1,376,672       700,432        111,135
----------------------------------------------------------------------------------------------------------------

Capital lease obligations payable                        244,656        68,227            --             --
Convertible debentures                                        --            --       146,606             --
----------------------------------------------------------------------------------------------------------------
                                                         244,656        68,227       146,606             --
----------------------------------------------------------------------------------------------------------------
Commitments
Stockholders' equity (deficiency)
Authorized
    95,000,000 common shares at $0.001 par value
     5,000,000 preferred shares at $0.001 par value
Outstanding:
   34,133,680 common shares issued and fully
   paid (December 31, 1999 - 25,040,188; December 31,
   1998 - 10,612,317)
Common stock issued and paid-up                           34,133        25,040        10,612          4,000
Additional paid in capital                            46,604,914    21,699,106     2,637,712         31,650
Cumulative translation adjustment                       (264,374)     (181,717)       (8,842)            --
Deficit                                              (21,395,745)  (10,380,917)   (3,213,141)      (136,854)
----------------------------------------------------------------------------------------------------------------
                                                      24,978,928    11,161,512      (573,659)      (101,204)
----------------------------------------------------------------------------------------------------------------
                                                      28,539,862    12,606,411       273,379          9,931
================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.
On behalf of the Board:
                              Director            Director


295277.4


                                       2
<PAGE>




JAWS Technologies, Inc.

       CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT AND COMPREHENSIVE LOSS
                   (all amounts are expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                 3 month period ended         6 month period ended
                              ---------------------------------------------------------

                                June 30,      June 30,       June 30,      June 30,
                                  2000          1999           2000          1999
                                   $              $             $             $
                               (Unaudited)   (Unaudited)    (Unaudited)   (Unaudited)
---------------------------------------------------------------------------------------
<S>                              <C>               <C>        <C>             <C>

REVENUE
Consulting and product           2,221,410         7,133      2,768,095        10,180
revenue
Interest income                     70,951            --        176,248            --
---------------------------------------------------------------------------------------
                                 2,292,361         7,133      2,944,343        10,180
---------------------------------------------------------------------------------------

COSTS AND EXPENSES

Cost of sales                      880,111            --        880,111            --
Advertising and promotion          616,546        35,519      1,091,712       184,767
General and administration       5,793,464       916,074      9,089,266     1,502,594
Software development costs              --            --             --            --
---------------------------------------------------------------------------------------
                                 7,290,121       951,593     11,061,089     1,687,361

Loss before interest,
   financing fees, foreign
   exchange (gain)/loss,
   depreciation and
   amortization                 (4,997,760)     (944,460)    (8,116,746)   (1,677,181)
Interest expense, financing
   fees and debt discount            1,424       257,929         14,789       705,814
Foreign exchange (gain)/loss       105,947         3,068        (69,618)       12,997
Depreciation                       147,003        25,668        208,828        37,118
Amortization                     1,742,643            --      2,744,083            --
---------------------------------------------------------------------------------------

Net loss for the period         (6,994,777)   (1,231,125)   (11,014,828)   (2,433,110)

Other comprehensive loss
Foreign currency translation        88,542      (106,616)       (82,657)     (118,696)
   adjustment
---------------------------------------------------------------------------------------

Comprehensive loss              (6,906,235)   (1,337,741)   (11,097,485)   (2,551,806)
---------------------------------------------------------------------------------------

Deficit, beginning of period   (14,400,968)   (4,415,126)   (10,380,917)   (3,213,141)

Net loss for the period         (6,994,777)   (1,231,125)   (11,014,828)   (2,433,110)
---------------------------------------------------------------------------------------

Deficit, end of period         (21,395,745)   (5,646,251)   (21,395,745)   (5,646,251)
=======================================================================================
Net loss per common share            (0.22)        (0.20)         (0.35)       (0.21)
Weighted average number of
   common shares outstanding    32,049,806    12,191,759     31,077,935    11,428,319
=======================================================================================

</TABLE>

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





295277.4


                                       3
<PAGE>



JAWS Technologies, Inc.

       CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT AND COMPREHENSIVE LOSS
                   (all amounts are expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                 6 month period ended
                              -----------------------------
                                                           Year ended    Year ended   Period ended
                                June 30,      June 30,      December      December      December
                                  2000          1999        31, 1999      31, 1998      31, 1997
                                   $              $             $            $              $
                               (Unaudited)   (Unaudited)
-----------------------------------------------------------------------------------------------------
<S>                              <C>              <C>           <C>         <C>           <C>

REVENUE
Consulting and product           2,768,095        10,180        573,255     27,042             --
revenue
Interest income                    176,248            --         18,791      2,026             --
-----------------------------------------------------------------------------------------------------
                                 2,944,343        10,180        592,046     29,068             --
-----------------------------------------------------------------------------------------------------

COSTS AND EXPENSES

Cost of sales                      880,111            --          2,066
                                                                                 --             --
Advertising and promotion        1,091,712       184,767        363,916    218,574        35,000
General and administration       9,089,266     1,502,594      5,587,833  1,574,453       101,274
Software development costs              --            --             --    909,003              --
-----------------------------------------------------------------------------------------------------
                                11,061,089     1,687,361      5,953,815  2,702,030       136,274

Loss before interest,
   financing fees, foreign
   exchange (gain)/loss,
   depreciation and
   amortization                 (8,116,746)   (1,677,181)    (5,361,769)(2,672,962)     (136,274)
Interest expense, financing
   fees and debt discount           14,789       705,814      1,587,237    389,715              --
Foreign exchange (gain)/loss       (69,618)       12,997        (12,452)      (431)             --
Depreciation                       208,828        37,118        104,836     14,041           580
Amortization                     2,744,083            --        126,386         --              --
-----------------------------------------------------------------------------------------------------

Net loss for the period        (11,014,828)   (2,433,110)    (7,167,776)(3,076,287)     (136,854)

Other comprehensive loss
Foreign currency translation       (82,657)     (118,696)      (172,875)    (8,842)             --
   adjustment
-----------------------------------------------------------------------------------------------------

Comprehensive loss             (11,097,485)   (2,551,806)    (7,340,651)(3,085,129)     (136,854)
-----------------------------------------------------------------------------------------------------

Deficit, beginning of period   (10,380,917)   (3,213,141)    (3,213,141)  (136,854)             --

Net loss for the period        (11,014,828)   (2,433,110)    (7,167,776)(3,076,287)     (136,854)
-----------------------------------------------------------------------------------------------------

Deficit, end of period         (21,395,745)   (5,646,251)   (10,380,917)(3,213,141)     (136,854)
=====================================================================================================

Net loss per common share            (0.35)       (0.21)         (0.50)      (0.42)        (0.03)
Weighted average number of
   common shares outstanding    31,077,935    11,428,319     14,342,053  7,405,421     4,000,000
=====================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.
Period  ended  December  31,  1997  consists  of the  period  from  the  date of
incorporation on January 27, 1997 to December 31, 1997.




295277.4



                                       4
<PAGE>



JAWS Technologies, Inc.

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   (all amounts are expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                                                   Accumulated
                                                                   Additional         Other
                                          Shares     Par Value      Paid in       Comprehensive        Accumulated         Total
                                                                    Capital            Loss              Deficit
                                            #            $             $                 $                   $               $
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>          <C>                <C>              <C>

Balance January 27, 1997                      --           --               --         --                      --              --
Issuance of common stock for cash      4,000,000        4,000           56,000         --                      --          60,000
Share issue costs                             --           --          (24,350)        --                      --         (24,350)
Loss for the year                             --           --               --         --                (136,854)       (136,854)
-----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1997              4,000,000        4,000           31,650         --                (136,854)       (101,204)
-----------------------------------------------------------------------------------------------------------------------------------
Issuance of common stock for services    400,000          400          199,600         --                  --             200,000
Issuance of common stock on
   acquisition of subsidiary           1,500,000        1,500          838,248         --                  --             839,748
Issuance of common stock for cash      2,800,000        2,800        1,017,200         --                  --           1,020,000
Warrants issued with issuance of
   convertible debentures                    --            --          342,857         --                  --             342,857
Equity component of convertible
   debentures                                --            --          118,462         --                  --             118,462
Equity component of financing fees           --            --          (35,760)        --                  --             (35,760)
Issue of common stock upon
   conversion of convertible
   debentures                          1,912,317        1,912          211,886         --                  --             213,798
Financing fees associated with
   converted debentures                       --           --          (21,117)        --                  --             (21,117)
Share issue costs                             --           --          (65,314)        --                  --             (65,314)
Loss for the year                             --            --           --            (8,842)         (3,076,287)     (3,085,129)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998            10,612,317       10,612        2,637,712         (8,842)         (3,213,141)       (573,659)
-----------------------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash      7,233,132        7,233       13,340,344         --                  --          13,347,577
Share issue costs                             --           --         (988,477)        --                  --            (988,477)
Equity component of convertible               --           --          617,867         --                  --             617,867
   debentures
Equity component of financing fees            --           --         (143,356)        --                  --            (143,356)
Warrants issued with issuance of
   convertible debentures                     --           --          341,538         --                  --             341,538
Issuance of common stock for services    360,547          360          309,379         --                  --             309,739
Exercise of employee stock options        15,000           15            2,235         --                  --               2,250
Issuance of stock options recorded
   as compensation                            --            --         810,000         --                  --             810,000
Issuance of common stock for
   settlement of debt                  3,215,355        3,215        1,493,076         --                  --           1,496,291
Issuance of common stock for cash as
   a result of exercise of warrants    1,428,572        1,429          398,571         --                  --             400,000
Issuance of common stock for
   settlement of warrants                751,648          752          258,193         --                  --             258,945
Issuance of common stock on
   acquisition of subsidiary           1,385,546        1,386        2,354,042         --                  --           2,355,428
Issuance of common stock on
   acquisition of assets                  38,071           38          267,982         --                  --             268,020
Loss for the year                            --            --           --           (172,875)         (7,167,776)     (7,340,651)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999            25,040,188       25,040       21,699,106       (181,717)        (10,380,917)     11,161,512
-----------------------------------------------------------------------------------------------------------------------------------


295277.4


                                       5
<PAGE>


                                                                                   Accumulated
                                                                   Additional         Other
                                          Shares     Par Value      Paid in       Comprehensive        Accumulated         Total
                                                                    Capital            Loss              Deficit
                                            #            $             $                 $                   $               $
                                       1,388,238        1,388        6,498,625         --                  --           6,500,013
Issuance of common stock for cash
Share issue costs                                                     (545,501)         --                 --            (545,501)
Exercise of employee stock options       407,000          408          133,596          --                 --             134,004
Issuance of common stock for cash as
   a result of excersise of warrants   1,229,261        1,229        1,507,791          --                 --           1,509,020
Stock options exercised for no
   consideration                         590,475          590             (590)         --                 --                  --
Issuance of common stock for services     81,875           82          504,918          --                 --             505,000
Issuance of common stock on
   acquisition of subsidiaries         5,396,643        5,396       16,806,969          --                 --          16,812,365
Loss for the year                            --            --           --             (82,657)       (11,014,828)    (11,097,485)

-----------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2000                34,133,680       34,133       46,604,914        (264,374)       (21,395,745)    (24,978,928)
===================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements







295277.4



                                       6
<PAGE>



JAWS Technologies, Inc.


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (all amounts are expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                       3 month period ended           6 month period ended
                                                   -------------------------------------------------------------

                                                     June 30,        June 30,       June 30,       June 30,
                                                       2000            1999           2000           1999
                                                         $              $               $              $
                                                    (Unaudited)     (Unaudited)    (Unaudited)    (Unaudited)
----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>            <C>             <C>

Cash flows used in operating activities
Net loss for the period                              (6,994,777)    (1,231,125)    (11,014,828)    (2,433,110)
Adjustments to reconcile loss to cash flows used
   in operating activities:
   General and administration expense not
     involving the payment of cash                           --             --              --             --
   Depreciation                                         147,003         25,668         208,828         37,118
   Amortization                                       1,742,643             --       2,744,083             --
   Non cash consulting fees                             341,640             --         341,640             --
   Non cash compensation expense                             --             --              --             --
   Non-cash interest expense and amortization of
     deferred financing fees and debt discount               --        255,153              --        701,786
   Software development costs                                --             --              --             --
   Non-cash financing fees                                   --             --              --             --
Foreign exchange (gain)/loss                            105,947          3,068         (69,618)        12,997
Changes in non-cash working capital balances           (283,789)      (236,958)       (547,086)       251,909
----------------------------------------------------------------------------------------------------------------
                                                     (4,941,333)    (1,184,194)     (8,336,981)    (1,429,300)
----------------------------------------------------------------------------------------------------------------


Cash flows used in investing activities
Purchase of equipment and leasehold improvements       (966,723)      (217,471)     (1,378,690)      (454,111)
Proceeds/(purchase) of term deposits                    409,476             --         403,235             --
Purchases of subsidiaries                            (1,225,001)            --      (1,042,469)            --
Purchase of investment                                       --             --         (20,000)            --

----------------------------------------------------------------------------------------------------------------
                                                     (1,782,248)      (217,471)     (2,037,924)      (454,111)
----------------------------------------------------------------------------------------------------------------

Cash flows generated by financing activities
Proceeds from the issuance of common stock, net
   of issue costs                                     3,913,315      2,871,800       7,597,544      2,973,300
Repayment of stockholder advances                            --         (9,533)             --        (59,496)
Proceeds from stockholder advances                           --          3,095              --             --
Proceeds on issue of convertible debenture                   --        600,000              --      1,100,000
Financing fees on issue of convertible debenture             --        (60,000)             --       (110,000)

----------------------------------------------------------------------------------------------------------------
                                                      3,913,315      3,405,362       7,597,544      3,903,804
----------------------------------------------------------------------------------------------------------------

Increase/(decrease) in cash                          (2,810,266)     2,003,697      (2,777,361)     2,020,393
Cash and cash equivalents, beginning of period        8,463,606         50,428       8,430,701         33,732
----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period              5,653,340      2,054,125       5,653,340      2,054,125
================================================================================================================
</TABLE>
Cash and cash  equivalents  consists of cash, term deposits with maturities less
than 30 days, and bank indebtedness
The accompanying notes are an integral part of these financial statements






295277.4



                                       7
<PAGE>



JAWS Technologies, Inc.


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (all amounts are expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                       6 month period ended
                                                   -------------------------------
                                                                                   Year ended    Year ended      Period ended
                                                     June 30,        June 30,      December 31    December 31     December 31,
                                                       2000            1999           1999           1998           1997
                                                         $              $              $             $                $
                                                    (Unaudited)     (Unaudited)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>             <C>           <C>              <C>

Cash flows used in operating activities
Net loss for the period                             (11,014,828)    (2,433,110)     (7,167,776)   (3,076,287)     (136,854)
Adjustments to reconcile loss to cash flows used
   in operating activities:
   General and administration expense not
     involving the payment of cash                           --             --          99,839       200,000            --
   Depreciation                                         208,828         37,118         104,836        14,041           580
   Amortization                                       2,744,083             --         126,386            --            --
   Non cash consulting fees                             341,640             --              --            --            --
   Non cash compensation expense                             --             --         810,000            --            --
   Non-cash interest expense and amortization of             --
     deferred financing fees and debt discount                         701,786       1,129,709       386,846            --
   Software development costs                                --             --              --       909,003            --
   Non-cash financing fees                                   --             --         447,187            --            --
Foreign exchange (gain)/loss                            (69,618)        12,997         (12,452)         (431)           --
Changes in non-cash working capital balances           (547,086)       251,909         279,193       439,422        25,476
----------------------------------------------------------------------------------------------------------------------------------
                                                     (8,336,981)    (1,429,300)     (4,183,078)   (1,127,406)     (110,798)
----------------------------------------------------------------------------------------------------------------------------------

Cash flows used in investing activities
Purchase of equipment and leasehold improvements     (1,378,690)      (454,111)       (636,267)     (115,153)       (2,900)
Proceeds/(purchase) of term deposits                    403,235             --        (431,729)           --            --
Purchases of subsidiaries                            (1,042,469)            --         (30,656)        1,380            --
Purchase of investment                                  (20,000)            --              --            --            --
----------------------------------------------------------------------------------------------------------------------------------
                                                     (2,037,924)      (454,111)     (1,098,652)     (113,773)       (2,900)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        --
Cash flows generated by financing activities                                                                            --
Proceeds from the issuance of common stock, net
   of issue costs                                     7,597,544      2,973,300      12,761,350       954,686        35,650
Repayment of stockholder advances                            --        (59,496)        (72,651)      (78,159)           --
Proceeds from stockholder advances                           --             --              --        20,273        78,159
Proceeds on issue of convertible debenture                   --      1,100,000       1,100,000       420,000            --
Financing fees on issue of convertible debenture             --       (110,000)       (110,000)      (42,000)           --
----------------------------------------------------------------------------------------------------------------------------------
                                                      7,597,544      3,903,804      13,678,699     1,274,800       113,809
----------------------------------------------------------------------------------------------------------------------------------

Increase/(decrease) in cash                          (2,777,361)     2,020,393       8,396,969        33,621           111
Cash and cash equivalents, beginning of period        8,430,701         33,732          33,732           111            --
----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period              5,653,340      2,054,125       8,430,701        33,732           111
==================================================================================================================================
</TABLE>
Cash and cash  equivalents  consists of cash, term deposits with maturities less
than 30 days, and bank indebtedness
The accompanying notes are an integral part of these financial statements
Period  ended  December  31,  1997  consists  of the  period  from  the  date of
incorporation on January 27, 1997 to December 31, 1997.







295277.4




                                       8
<PAGE>


June 30, 2000 (unaudited)

1.  BASIS OF PRESENTATION

JAWS Technologies, Inc., (the "Company") was incorporated on January 27, 1997
under the laws of the State of Nevada as "E-Biz" Solutions, Inc. On March 27,
1998, "E-Biz" Solutions, Inc. changed its name to JAWS Technologies, Inc. The
Company's business purpose is to continue to develop as a provider of secure
information management solutions. This is accomplished through offering
proprietary security software products, consulting services and secure Internet
and remote data storage services for key client groups including governments,
law enforcement, healthcare, legal and accounting, financial services,
e-commerce, internet service providers and application service providers. These
activities are carried out through the Company's wholly-owned Canadian
subsidiaries and U.S. subsidiary.

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned   subsidiaries,   JAWS  Technologies,   Inc.  (Nevada),   JAWS
Technologies  Inc.,  an  Alberta,  Canada  corporation  ("JAWS  Alberta"),  JAWS
Technologies  (Ontario) Inc. an Ontario,  Canada  corporation  ("JAWS Ontario"),
JAWS Technologies (Delaware) Inc., a Delaware corporation ("JAWS Delaware"), and
Offsite Data Services Ltd.,  operating as JAWS Secure Network Storage  Division,
an Alberta,  Canada corporation  ("Offsite"),  after elimination of intercompany
accounts and transactions.

Effective July 1, 2000 JAWS Technologies  Inc., an Alberta,  Canada  corporation
("JAWS  Alberta"),   JAWS  Technologies   (Ontario)  Inc.  an  Ontario,   Canada
corporation ("JAWS Ontario"),  and Offsite Data Services Ltd., operating as JAWS
Secure  Network  Storage  Division,   an  Alberta,   Canada  corporation,   were
amalgamated  to into one company:  JAWS  Technologies  Inc., an Alberta,  Canada
corporation.

Effective July 7, 2000 JAWS Technologies, Inc. (Nevada) migrated to the State of
Delaware and is now subject to corporate laws of Delaware.

The Company has experienced net losses over the past three years and, as of June
30,  2000,  has  an  accumulated   deficit  of  $21,395,745.   Such  losses  are
attributable to both cash losses and losses resulting from costs incurred in the
development of the Company's  services and  infrastructure and non-cash interest
and amortization  charges.  The Company expects operating losses to continue for
the foreseeable future as it continues to develop and promote its services,  and
establish its business,  while working towards profitability.  Accordingly,  the
Company will be dependent  upon obtaining  additional  financing to maintain its
continuing operations and rapid development.

2.  SIGNIFICANT ACCOUNTING POLICIES

The financial statements have, in management's  opinion,  been properly prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.

Interim Reporting

The accompanying  unaudited  consolidated  interim financial statements for 2000
and 1999 have been prepared in accordance  with  generally  accepted  accounting
principles for interim financial statement information. Accordingly, they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  annual  financial  statements.  In the  opinion  of
management,  all adjustments,  consisting only of normal recurring  adjustments,
considered necessary for a fair presentation have been included. The results for
the interim periods presented are not necessarily indicative of the results that
may be expected for any future period.

Use of estimates


295277.4




                                       9
<PAGE>




Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial  statements for a period necessarily
involves the use of estimates which would affect the amount of recorded  assets,
liabilities,  revenues  and  expenses.  Actual  amounts  could differ from these
estimates.

Cash, cash equivalents and term deposits, and bank indebtedness

Cash and cash  equivalents  include  cash and  highly  liquid  investments  with
insignificant  interest rate risk and with  original  maturities of one month or
less  when  purchased.  Bank  indebtedness  represents  bank  overdrafts  on the
Company's  chequing  accounts.  The  Company  invests  its  excess  cash in term
deposits maintained primarily in Canadian financial institutions in an effort to
preserve principal and to maintain safety and liquidity.

Term deposits include investments with original maturities exceeding one month
when purchased.

Equipment and leasehold improvements

Equipment and leasehold improvements are recorded at cost and are depreciated at
the following annual rates which are designed to amortize the cost of the assets
over their estimated useful lives.

           Security equipment                       - 20% straight line
           Furniture and fixtures                   - 20% declining balance
           Computer hardware                        - 33% straight line
           Computer software for internal use       - 33% straight line
           Leasehold improvements                   - 20% straight line


295277.4



                                       10
<PAGE>






Capital leases

Leases  in which  substantially  all the  benefits  and risks of  ownership  are
transferred to the Company are capitalized with an offsetting amount recorded as
a liability.

Long-Lived Assets

The Company  follows  financial  Accounting  Standards  Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be disposed of," which requires  impairment  losses to be recorded on long-lived
assets used in operations when indicators of impairment are present.

Intangible assets

Employee and Consultants Base

The employee and  consultants  base recorded on the  acquisition of Pace,  SDTC,
Offsite,  Nucleus  and  Doctorvillage.com  are  recorded  at cost and are  being
amortized on a straight-line basis over three years.

Goodwill

Goodwill is recorded at cost and is being  amortized  on a  straight-line  basis
over three years.

The  recoverability  of employee and consultants bases and goodwill are assessed
periodically  based on management  estimates of  undiscounted  future  operating
income from each of the acquired businesses to which the goodwill relates.

Software development

Software  development costs are expensed when technological  feasibility has not
yet been established. Subsequent to establishing technological feasibility, such
costs are capitalized until the commencement of commercial sales.

Revenue recognition

Product Revenue

Revenue  from  selling  encryption  software  and  revenue  from  the  sale  and
installation  of computer  software and hardware is  recognized  at the point of
delivery.

Consulting Revenue

Revenue  from  information  technology  services  and  outsourcing  contracts is
recognized when the service is rendered.

Advertising

Advertising costs are expensed as incurred.

Financing fees


295277.4



                                       11
<PAGE>



Financing  fees  associated  with that  portion  of the  convertible  debentures
classified as debt were deferred and  amortized  straight-line  over the life of
the  debentures.  Financing fees associated with that portion of the convertible
debentures classified as additional paid in capital was charged to that account.

Income taxes

The Company  follows the liability  method of  accounting  for the tax effect of
temporary  differences  between  the  carrying  amount  and the tax basis of the
company's  assets  and  liabilities.   Temporary   differences  arise  when  the
realization  of an asset or the  settlement  of a  liability  would give rise to
either an increase or decrease in the  Company's  income  taxes  payable for the
year or later  period.  Future income taxes are recorded at the income tax rates
that are  expected  to apply  when the future  tax  liability  is settled or the
future  tax  asset  is  realized.  When  necessary,   valuation  allowances  are
established  to reduce  future  income tax assets to the amount  expected  to be
realized.  Income tax  expense is the tax  payable for the period and the change
during the period in future income tax assets and liabilities.

Foreign currency translation

The functional  currency of the Company's Canadian  subsidiaries is the Canadian
dollar.  Accordingly,  assets and liabilities of the Canadian  subsidiaries  are
translated  at  the  year-end  exchange  rate  and  revenues  and  expenses  are
translated  at  average  exchange  rates.  Gains  and  losses  arising  from the
translation of the financial  statements of the  subsidiaries  are recorded in a
"Cumulative Translation Adjustment" account in stockholders' equity.

Transactions  denominated  in foreign  currencies are translated at the exchange
rate on the transaction date. Foreign currency  denominated  monetary assets and
liabilities  are  translated  at exchange  rates in effect of the balance  sheet
date. The resulting exchange gains and losses on these items are included in net
earnings.

Earnings (loss) per common share

Basic earnings (loss) per common share has been calculated based on the weighted
average number of common shares outstanding during the period.  Diluted earnings
(loss) per common share is calculated by adjusting outstanding shares,  assuming
any dilutive effects of options, warrants, and convertible securities.

Stock based compensation

The  Company  applies  the  intrinsic  value  method  prescribed  by  Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
related  interpretations in accounting for its stock option plans.  Accordingly,
no  compensation  cost is recognized in the accounts as options are granted with
an exercise price that approximates the prevailing market price.

3.  ACQUISITIONS

a. JAWS Alberta

On February 10, 1998 the Company issued 1,500,000  restricted common shares with
an  ascribed  value of  $1,200,000  CDN  ($839,748  USD),  as well as options to
purchase  400,000  shares of its  restricted  common stock at $0.50 per share in
exchange for all of the  outstanding  common stock of JAWS Alberta.  The options
issued in connection  with the  acquisition  have been  ascribed no value.  JAWS
Alberta was a development  stage company which at the time of acquisition was in
the process of creating a new encryption  software product.  The acquisition has
been accounted for by the purchase method.


295277.4



                                       12
<PAGE>




The purchase price and the amounts  allocated to software under  development and
the common shares  issued,  net of other assets and  liabilities  acquired,  was
determined  based on estimates by management as to the replacement  cost for the
encryption software development which had been incurred by JAWS Alberta prior to
the  acquisition  date.  The purchase price has been allocated to the net assets
acquired based on their estimated fair values as follows:

                                                         $
-----------------------------------------------------------------

Net assets acquired
Non-cash working capital                                (5,087)
Software under development                             909,003
Equipment                                                2,891
Due to stockholders                                    (54,443)
-----------------------------------------------------------------
Net assets acquired, excluding cash                    852,364
Acquisition costs                                      (13,996)
Cash acquired                                            1,380
-----------------------------------------------------------------
Net assets acquired for common stock                   839,748
=================================================================

The amount  allocated  to  software  under  development  relates  to  encryption
software and its related algorithms, including the "L5" software. This software,
at the time of  purchase,  was not  completely  developed,  tested or  otherwise
available  for  sale  and  therefore  has  been  immediately   expensed  in  the
accompanying  consolidated  statements  of loss and deficit.  Coding and testing
activities for this software were completed on July 31, 1998.

The operating  results of the acquired  company are included in the consolidated
statements of loss, deficit and comprehensive loss from the date of acquisition.

Pro forma loss and pro forma loss per common  share for the year ended  December
31,  1998,  giving  effect to the  acquisition  of JAWS Alberta as though it had
occurred as at January 1, 1998 do not differ materially from that recorded.

b. Pace Systems Group Inc. ("Pace")

Effective  November 3, 1999, the Company issued  1,385,546  exchangeable  common
shares at $1.70 per share,  which are exchangeable  into 1,385,546 common shares
of the Company,  in exchange for all of the outstanding common stock of Pace. In
addition,  there is  contingent  consideration  payable of 346,386  exchangeable
common shares subject to the  achievement of certain  targets.  Fifty percent of
the  additional  share  consideration  will  be  released  if on  the  12  month
anniversary  date of the effective  date,  actual gross revenues equal or exceed
$2,000,000 CDN. ($1,377,505 USD) for the previous 12 month period. The remaining
additional share  consideration will be released if, on the 24 month anniversary
date of the effective date, actual revenues for the previous twelve months equal
or exceed $2,000,000 CDN. ($1,377,505 USD). The additional consideration has not
been reflected in these consolidated financial statements, as the outcome of the
contingent share consideration cannot be reasonably determined at this time. The
additional share consideration will be recorded as employee and consultants base
and goodwill as it becomes payable.

The acquisition was accounted for using the purchase method.  The purchase price
has been  allocated  to the net assets based on their  estimated  fair values as
follows:

                                                         $
--------------------------------------------------------------------

Employee and consultants base                        1,193,042
Goodwill                                             1,193,042
--------------------------------------------------------------------
Net assets acquired                                  2,386,084
====================================================================


295277.4



                                       13
<PAGE>




Consideration:
  1,385,546 common stock                             2,355,428
  Acquisition costs                                     30,656
--------------------------------------------------------------------
Total Consideration                                  2,386,084
====================================================================



The operating  results of the acquired  company are included in the consolidated
statements of loss, deficit and comprehensive loss from the date of acquisition.

c. Secure Data Technologies Corporation ("SDTC")

Effective  December  31, 1999 the  Company  purchased  substantially  all of the
assets of SDTC for a total  purchase  price of $525,234,  through the  Company's
wholly-owned  subsidiary JAWS Delaware.  SDTC was  incorporated in December 1998
and had no material  operations  prior to January 1, 1999.  The  purchase  price
provided for a promissory note of $257,214 and 38,071 common shares, noticed for
issuance,  at  $7.04  per  share,  totalling  $268,020,  as well  as  contingent
consideration of an additional 9,516 common shares subject to the achievement of
certain targets.  The issuance of 9,516 common stock is dependent upon achieving
revenues  equal to the  greater  of  $200,000  per  employee,  or a  minimum  of
$1,200,000,  for the fiscal year 2000 only. The additional consideration has not
been reflected in these consolidated financial statements, as the outcome of the
contingent share consideration cannot be reasonably determined at this time. The
additional share consideration will be recorded as employee and consultants base
and goodwill as it becomes payable.

The acquisition was accounted for using the purchase method.  The purchase price
has been  allocated  to the  assets  based on their  estimated  fair  values  as
follows:

                                                         $
--------------------------------------------------------------------

Equipment                                              155,932
Employee and consultants base                          184,651
Goodwill                                               184,651
--------------------------------------------------------------------
Net assets acquired                                    525,234
====================================================================

Consideration:
  38,071 common stock                                  268,020
  Promissory note                                      257,214
--------------------------------------------------------------------
Total Consideration                                    525,234
====================================================================

The operating  results of the acquired  company are included in the consolidated
statements of loss,  deficit and  comprehensive  loss from the effective date of
acquisition.

d. Offsite Data Services Ltd. ("Offsite")

Effective  January  29,  2000,  the  Company  acquired  96%  of the  issued  and
outstanding shares of Offsite Data Services Ltd., a company  incorporated in the
Province of Alberta,  Canada, in exchange for 5,056,799  exchangeable  shares of
the Company with an ascribed  value of  $13,630,734  and 93% of the  outstanding
Offsite warrants in exchange for 1,389,800 warrants.

Prior to  March  31,  2000,  the  Company  acquired  the  remaining  issued  and
outstanding shares of Offsite pursuant to the compulsory  acquisition provisions
in exchange for 196,987  exchangeable  shares of the  Company,  with an ascribed
value of $531,865.  889,800 of the total warrants  entitle the holder to acquire
0.3524 of one of the  Company's  common  shares at $0.40 CDN.  ($0.28 USD) up to
March 15, 2000. Prior to expiry of these warrants,


295277.4



                                       14
<PAGE>


843,023 were exercised for 297,073 exchangeable shares of the Company and 46,777
expired.  Exchangeable  shares have economic rights,  including the right to any
dividend and voting  attributes  equivalent to the Company's  common stock.  The
holders of the  exchangeable  shares  have the right to receive  Company  common
stock on a one for one basis. The cash received from the exercised  warrants was
$337,209 CDN.  ($232,654 USD). The remaining 500,000 warrants entitle the holder
to acquire 0.3524 of one of the Company's  common shares for prices ranging from
$0.50 CDN.  ($0.34 USD) to $0.55 CDN.  ($0.38 USD) up to September  29, 2001. In
addition,  910,584  stock  options  to  purchase  shares  of  Offsite  have been
exchanged  for 910,584  stock  options to purchase  shares of the  Company.  The
options entitle the holder to purchase  0.3524 of an  exchangeable  share of the
Company,  at a price of $0.25 CDN.  ($0.17 USD) and expire on March 15,  2004. A
value of $1,649,625  has been  ascribed to the warrants and options  acquired on
the acquisition.

The acquisition has been accounted for using the purchase  method.  The purchase
price has been  allocated to the net assets  acquired  based on their  estimated
fair values, as follows:

                                                                $
-------------------------------------------------------------------------

Cash acquired                                                304,508
Other net assets acquired                                    125,201
Employee and consultants base                              7,752,245
Goodwill                                                   7,752,246
-------------------------------------------------------------------------
Net assets acquired                                       15,934,200
=========================================================================

Consideration:
 5,253,786 common stock                                   14,162,599
 Value of warrants and options exchanged                   1,649,625
 Acquisition costs                                           121,976
-------------------------------------------------------------------------
Total Consideration                                       15,934,200
=========================================================================

The operating  results of the acquired  company are included in the consolidated
statement of loss, deficit and comprehensive loss from the date of acquisition.

e. Nucleus Consulting Inc.

On April 20,2000, the Company purchased 100% of the outstanding common shares of
Nucleus Consulting, Inc. (Nucleus), a company incorporated in the State of
Illinois, USA, in exchange for $250,000 and 142,857 shares of the Company with
an ascribed value of $1,000,000. Nucleus provides consulting services related to
data networking, telephony and mobile communications. There was also cash
consideration paid of $750,000 into a trust to be released on the third, sixth
and nine month anniversaries of the closing of the transaction. In addition
there is contingent share consideration of 285,714 common shares of the Company
at an ascribed value of $7.00 per share. Half of the common share consideration
will be released if the actual revenues and earnings before interest and taxes
for the year ended April 20, 2001 equal or exceed $3,500,000 and $800,000
respectively and the remaining share consideration will be released if actual
revenues and earnings for the year ended April 20, 2002 equal or exceed
$5,250,000 and $1,200,000 respectively. The contingent share consideration has
not been reflected in these consolidated financial statements, as the outcome of
the contingent share consideration cannot be reasonably determined at this time.
The additional share consideration will be recorded as employee and consultants
base and goodwill as it becomes payable.

The acquisition has been accounted for using the purchase  method.  The purchase
price has been allocated to the net assets based on their  estimated fair values
as follows:

                                                                   $
------------------------------------------------------------------------

Employee & consultants base                              1,083,833


295277.4



                                       15
<PAGE>


Goodwill                                                  1,083,834
Other net assets acquired                                   132,333
------------------------------------------------------------------------
                                                          2,300,000
------------------------------------------------------------------------

Consideration:
142,857 common stock                                      1,000,000
Cash                                                      1,000,000
Acquisition costs                                           300,000
------------------------------------------------------------------------
Total Consideration                                       2,300,000
------------------------------------------------------------------------

The operating results of the acquired Company are included in the consolidated
financial statements of loss, deficit and comprehensive loss from the date of
acquisition.

f.  Doctorvillage.com Inc.

On May 3, 2000 the Company purchased the intellectual assets and operations of
Doctorvillage.com Inc. in exchange for $100,000 cash, payable in installments
and 20,000 common shares of the Company at an ascribed value of $5.00 per share.
At June 30, 2000 outstanding installments amounted to $50,000 and the common
shares were not yet issued. Accordingly, these amounts have been recorded in
accounts payable. Subsequent to June 30, 2000, these shares were issued. In
addition, there is contingent consideration of 60,000 common shares of the
Company at an ascribed value of $5.00 per share. This consideration will be
released over 36 months commencing on April 1, 2001, subject to continuing
employment conditions. This additional consideration, which will be recorded as
compensation expense, has not been reflected in these consolidated financial
statements as the outcome of the contingent share consideration cannot be
reasonably determined at this time.

The acquisition was accounted for using the purchase method.
                                                                       $
-------------------------------------------------------------------------

Goodwill                                                    200,000
------------------------------------------------------------------------
                                                            200,000
========================================================================

Consideration:
20,000 common stock                                         100,000
Cash                                                        100,000
------------------------------------------------------------------------
Total Consideration                                         200,000
========================================================================

g.  Proforma results

The following pro forma results of operations give effect to the acquisitions of
Pace, SDTC, Offsite,  Nucleus and  DoctorVillage.com  as if the transactions had
occurred  January 1, 2000 and 1999 and includes the amortization of goodwill and
employee and consultants base calculated on a straight-line  basis over a period
of 3 years.
<TABLE>
<CAPTION>
                                  6 month period ended                  Year ended
                             ----------------------------------------------------------------
                                June 30,         June 30,      December 31,     December 31,
                                  2000             1999            1999             1998
                                   $                $               $                $
---------------------------------------------------------------------------------------------
<S>                             <C>               <C>            <C>              <C>
REVENUE                          3,468,066        3,748,933       1,856,302       1,772,285
---------------------------------------------------------------------------------------------

EXPENSES
Cost of sales                    1,023,777        2,518,329       2,209,205       1,604,394
</TABLE>


295277.4



                                       16
<PAGE>




<TABLE>
<S>                             <C>               <C>            <C>              <C>
Other costs and expenses        13,605,350        2,700,976      14,250,474       8,683,076
---------------------------------------------------------------------------------------------
                                14,629,127        5,219,305      16,459,679      10,287,470
---------------------------------------------------------------------------------------------

Net loss                       (11,161,061)      (1,470,372)    (14,603,377)     (8,515,185)
---------------------------------------------------------------------------------------------

Net loss per common share            (0.36)           (0.13)        (1.02)           (1.15)
---------------------------------------------------------------------------------------------
</TABLE>

4. TERM DEPOSITS

The term deposits are on deposit with a Canadian  Chartered  Bank. The deposits,
have been pledged as collateral for certain  corporate credit cards, and as such
are not available for the Company's general use.

5. INVESTMENT

On January 6, 2000, the Company exercised their option to purchase  2,000,000 of
Cobratech  Industries  Inc.  common shares (25% of Cobratech)  for $20,000,  and
granted Cobratech the exclusive right to market and sell the Company's  products
in Asia for a four year period  commencing on October 19, 1999. The Company will
receive a 25% royalty on all products sold by Cobratech.  No royalties have been
received to date. As Cobratech has issued additional common shares since January
6, 2000, JAWS currently holds less than 20% of the outstanding  Cobratech common
shares. Accordingly, this investment has been recorded at cost.

6. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

<TABLE>
<CAPTION>
                                      --------------------------------------------------------------------------

                                                June 30                              December 31
                                      ----------------------------- -------------- -----------------------------
                                          2000           1999           1999              1998        1997
                                           $               $              $                 $           $
----------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>            <C>              <C>           <C>
Security equipment                         28,912              --         26,106              --           --
Furniture and fixtures                    557,245         196,030        206,785          31,758        3,480
Computer hardware                       1,353,915         104,331        367,301          47,371           --
Computer software for internal use         88,624          31,666         32,703          13,162           --
Leasehold improvements                    533,653         138,700        184,637              --           --
----------------------------------------------------------------------------------------------------------------
                                        2,562,349         470,727        817,532          92,291        3,480
----------------------------------------------------------------------------------------------------------------
Less accumulated depreciation             327,125          50,579        118,297          13,461        1,160
----------------------------------------------------------------------------------------------------------------
Net book value                          2,235,224         420,148        699,235          78,830        2,320
================================================================================================================
</TABLE>


295277.4



                                       17
<PAGE>




7. INTANGIBLE ASSETS


<TABLE>
<CAPTION>
                                                             June 30, 2000
                                         ----------------------------------------------------
                                                             Accumulated     Net Book Value
                                              Cost          amortization
                                                $                 $                 $
--------------------------------------------------------- ------------------ ----------------

<S>                                           <C>                <C>               <C>
Employee and consultants base                 10,213,771         1,429,678         8,784,093

Goodwill                                      10,413,773         1,440,791         8,972,982

--------------------------------------------------------- ------------------ ----------------
                                              20,627,544         2,870,469        17,757,075
=============================================================================================


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

                                                             December 31,
                                                                 1999
                                         ----------------------------------------------------
                                                             Accumulated     Net Book Value
                                              Cost          amortization
                                                $                 $                 $
---------------------------------------------------------------------------------------------

Employee and consultants base               1,377,693            63,193         1,314,500
Goodwill                                    1,377,693            63,193         1,314,500
---------------------------------------------------------------------------- ----------------
                                            2,755,386           126,386         2,629,000
=============================================================================================
</TABLE>

8.  Share Capital

Authorized
    95,000,000 common shares at $0.001 par value, including exchangeable shares
    5,000,000 preferred shares at $0.001 par value

Common stock issued

During second quarter 2000, 81,875 (1999 - 0, 1998 - 400,000)  restricted common
shares were issued for  services  provided by two  consultants.  The shares were
recorded at their estimated fair value of $505,000 (1999 - $0, 1998 - $200,000).

During second  quarter 2000,  178,070  restricted  common shares with a value of
$812,355  were issued to a director  and 178,070  common  shares with a value of
$812,355  were  issued  to  a  shareholder  for  services  in  relation  to  the
establishment  of the capital  structure of the Company.  234,335  common shares
with a value of  $1,794,069  were  issued  to a  shareholder  as a result of the
exercise of 250,000  stock  options for no  consideration.  The number of shares
issued was reduced from the number of shares originally  granted in exchange for
receiving no cash.  Shareholder's additional paid in capital has been reduced by
$590 net.

During 1999,  the Company  issued  141,000 and 11,999 common shares at $1.34 and
$0.90 per common share  respectively  for a total of $199,739 in  settlement  of
trade payables.

During 1999,  the Company  issued  207,548  common shares as per the  contracted
terms,  at $0.53  per  common  share  or  $110,000  for  settlement  of  amounts
outstanding  to two  directors  for  services  provided.  The  expense  has been
included in general and administration expense [See note 9].


295277.4



                                       18
<PAGE>


Common stock held in escrow

Effective November 3, 1999, the Company placed 1,385,546 common shares in escrow
relating to the acquisition of Pace.

Options

The  Company is  authorized  to grant  employees  options to  purchase  up to an
aggregate  of common  stock not in excess of 20% of the common  stock issued and
outstanding,  at prices based on the market price of the shares as determined on
the date of grant.

<TABLE>
<CAPTION>
                                                                         Weighted average
                                      Number of Options  Price per share  exercise price
                                                                 $              $
Outstanding at December 31, 1997             --                --             --

---------------------------------------------------------------------------------------
<S>                                        <C>            <C>    <C>        <C>
Granted                                    1,667,000      0.15 - 0.69       0.41
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Outstanding at December 31, 1998           1,667,000      0.15 - 0.69       0.41
---------------------------------------------------------------------------------------
Granted                                    2,371,725      0.37 - 7.56       2.33
Exercised                                    (15,000)            0.15       0.15
Cancelled                                    (85,267)     0.15 - 0.98       0.41
---------------------------------------------------------------------------------------
Outstanding at December 31, 1999           3,938,458      0.15 - 7.56       3.02
---------------------------------------------------------------------------------------
Granted                                    1,167,157      3.28 - 13.25      6.20
Exercised                                   (641,335)     0.15 - 0.75       0.38
Cancelled                                   (101,980)     0.48 - 7.88       1.92
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Outstanding at June 30, 2000               4,362,300      0.15 - 13.25      2.82
=======================================================================================
</TABLE>


The weighted  average  remaining  contractual life and weighted average exercise
price of options outstanding and of options exercisable as of June 30, 2000 were
as follows:

<TABLE>
<CAPTION>
                             Options outstanding                                         Options exercisable
------------------------------------------------------------------------------- --------------------------------------
                                           Weighted
                                            average             Weighted                              Weighted
       Range of          Number of         remaining             average                               average
       exercise           options          contractual          exercise            Shares            exercise
        Prices           outstanding       life (years)           price           exercisable           price
         $                                                           $                                     $
--------------------- ------------------ ------------------- ------------------ ------------------ -------------------
<S>        <C>            <C>                   <C>                <C>              <C>                   <C>
    0.32 - 0.37            211,499              4.21               0.34              39,167               0.33
    0.48 - 0.87           1,344,500             3.28               0.62             1,045,167             0.59
    1.44 - 2.72           1,448,242             2.84               1.85             1,244,293             1.78
    3.28 - 8.00           1,162,929             3.83               5.80                --                 --
    8.56 - 13.25           195,130              3.69               10.06               --                 --
--------------------- ------------------ ------------------- ------------------ ------------------ -------------------
</TABLE>

The fair value of each option  granted to date is estimated on the date of grant
using the Black Scholes  option-pricing  model with the  following  assumptions:
expected  volatility of 146%  (December  31, 1999 - 151%;  June 30, 1999 - 153%;
December 31, 1998 - 153%), risk-free interest rate of 6.09% (December 31, 1999 -
4.87%;  June 30, 1999 - 4.0%;  December  31, 1998 - 4.0%);  no payment of common
share dividends for all years; and expected life of 3 years (December 31, 1999 -
3  years;  June  30,  1999  - 10  years;  December  31,  1998 - 10  years).  Had
compensation  cost for these plans been determined  based upon the fair value at
grant date, consistent with the methodology prescribed in Statement of Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation,"  the
Company's  net loss and net loss per common  share for the period ended June 30,
2000 would have been  $11,740,100  and $0.38  respectively  (December 31, 1999 -
$9,121,253 and $0.64; June 30, 1999 - $1,303,187 and $0.12;  December 31, 1998 -
$3,324,618 and $0.45 respectively).


295277.4


                                       19
<PAGE>




During 1999 the Company  granted a total of 500,000  options to two  officers of
the Company at an exercise price of $1.88 per share which was  calculated  based
on the previous three month's average price. The difference between the exercise
price  and the  trading  price on the day  prior  to the  grant  date,  has been
recognized as compensation expense for the year ended December 31, 1999.

The weighted average fair value of options granted during 2000 was $6.20 (1999 -
$2.32; 1998 - $0.41).

Warrants issued

During  1998,  the  Company  had  entered  into a Put Option  agreement  with an
investor,  which  allowed the Company to require the  investor to purchase up to
25,000,000 shares of the common stock of the Company. In addition,  the investor
was to be granted warrants to purchase up to 3,000,000 shares of common stock.

On April 26, 1999,  the Company and the investor  agreed to cancel the agreement
in exchange for  warrants to the investor to purchase up to 1,000,000  shares of
common stock at an exercise price of $0.70 per share.  The warrants expire April
15, 2002.  On June 5, 2000,  150,000  common  shares were issued in exchange for
$105,000.

On June 21, 1999, the Company issued  1,000,000 share purchase  warrants,  which
entitle the holder to purchase  1,000,000 common shares at $2.25 per share until
June 30, 2001.

On November 1, 1999, the Company issued 411,765 share purchase  warrants,  which
entitle the holder to purchase  411,765  common  shares at $1.70 per share until
November 30, 2002.

On December 31, 1999, the Company issued  2,176,418  share purchase  warrants in
connection with an issuance of 2,176,418  shares of common stock,  which entitle
the holder to purchase  one-half of one share of common  stock of the Company at
an exercise  price of $6.50 per share.  As a financing  fee, the Company  issued
217,642 warrants to the placement agent, which entitle the agent to purchase one
share of common stock at an exercise price of $4.25 per share. Each warrant will
expire on March 29, 2003. If the share price of the Company exceeds $9.75 for 30
consecutive  days any time  after  March 29,  2000,  the  Company,  with 30 days
notice, may repurchase these warrants at a price of $0.001 per warrant.

On February 23, 2000,  the Company  issued  294,119 share  purchase  warrants in
connection with an issuance of 588,238 shares of common stock, which entitle the
holder to purchase one half of one share of common stock of the Company at $6.50
per share.  In addition,  as a financing fee, the Company issued 58,824 warrants
to the placement agent,  which entitle the agent to purchase one share of common
stock at an exercise price of $4.25 per share. Each warrant will expire on March
29, 2003.

On June  22,  2000  the  Company  issued  240,000  share  purchase  warrants  in
connection  with an issuance of 800,000 shares of common stock which entitle the
holder to purchase one share of common  stock at an exercise  price of $5.00 per
share. Each warrant will expire on June 22, 2005.

In addition,  the holders received  adjustable  warrants to purchase a number of
shares of common stock, at an exercise price of $0.001 per share.  The number of
common stock to be purchased  will be  determined  pursuant to a formula that is
applied at three separate 40 day adjustment periods commencing between the 150th
and 240th day following June 22, 2000. At each adjustment date, the holders will
be entitled to purchase under the  adjustable  warrants a number of common stock
equal to 33.33% of the common  stock  purchased,  multiplied  by the  difference
between the  quotient  of $5.00  divided by .89 and the average of the 10 lowest
closing  bid prices for the  company's  common  stock  during the 40 trading day
period preceding the applicable adjustment date.

9. RELATED PARTY TRANSACTIONS

Unless otherwise noted, all related party  transactions  have been recognized at
their  exchange  amounts.  Amounts due to/from  related  parties  consist of the
following amounts:


295277.4




                                       20
<PAGE>



<TABLE>
<CAPTION>
                                          June 30,        December 31,    December 31,     December 31,
                                            2000             1999            1998             1997
                                             $                 $              $                $
------------------------------------------------------------------------------------------------------

Due from related parties
<S>                                         <C>              <C>              <C>             <C>
e-Financial Depot.com                       1,253,654             --               --             --
Oxford Capital Corp.                           70,619             --               --             --
Bankton Financial Corp.                            --             --               --             --
Futurelink Corp.                                   --          1,777           13,118             --
------------------------------------------------------------------------------------------------------
                                            1,324,273          1,777           13,118             --
------------------------------------------------------------------------------------------------------

Due to related parties
Supplies.com                                   20,334             --               --             --
Officers and stockholders                          --          4,821           43,588             --
Futurelink Corp.                              102,059         42,888           32,175             --
Willson Stationers Ltd.                            --             --            1,352             --
Directors                                     184,384        124,384          120,000             --
------------------------------------------------------------------------------------------------------
                                              306,777        172,093          197,115             --
------------------------------------------------------------------------------------------------------

Due to stockholders
Bankton Financial Corp.                           793             --           15,775             --
Cameron Chell                                   2,023          2,066            1,957             --
Hampton Park Ltd.                                  --             --           56,985             --
Other stockholder                                  --             --               --         78,159
------------------------------------------------------------------------------------------------------
                                                2,816          2,066           74,717         78,159
------------------------------------------------------- ----------------------------------------------
</TABLE>

General and administration  expense for the period ended June 30, 2000, includes
June 30,  2000 - $231,562  (June 30, 1999 - $nil;  December  31, 1999 - $84,420;
December 31, 1998 - $76,612;  December 31, 1997 - $nil) in fees  associated with
computer  services  provided by  Futurelink  Corp.,  an entity of which  certain
shareholders were also  shareholders of the Company.  The Company provided sales
to Futurelink Corp.  during the period ended June 30, 2000 in the amount of June
30, 2000 - $nil (June 30, 1999 - $1,175;  December  31, 1999 - $1,777;  December
31, 1998 - $13,118; December 31, 1997 - $nil).

General and administration  expenses for the period ended June 30, 2000, include
$27,163 paid to  eSupplies.com,  an entity of which  certain  directors are also
directors and officers of the Company.

Revenues  for the period ended June 30, 2000  include  $1,253,654  in respect of
e-Financial  Depot.com an entity in which certain  directors were also directors
and officers of the Company.

General and administration  expenses for the period ended June 30, 2000, include
June 30,  2000 - $nil  (June 30,  1999 - $2,563;  December  31,  1999 - $20,508;
December 31, 1998 - $8,035) paid to Willson  Stationers Ltd., an entity of which
certain directors were also directors and officers of the Company.

During the period ended June 30,  2000,  the Company  expensed  fees of June 30,
2000 -  $331,536  (December  31,  1999 -  $22,714)  associated  with and for the
benefit of the launch of IT Florida.com,  a government sponsored taskforce,  the
chairman of which is also a director of the Company.

For the period ended June 30, 2000, general and administration  expense includes
June 30,  2000 - $nil (June 30,  1999 - $44,838;  December  31, 1999 - $233,643;
December 31, 1998 - $198,168;  December 31, 1997 - $nil) of  management  fees to
officers  and  stockholders  of the Company for services  provided.  General and
administration


295277.4


                                       21
<PAGE>




for the period ended June 30, 2000  includes  June 30, 2000 - $75,000  (June 30,
1999 - $60,000;  December  31,  1999 -  $124,384;  December  31, 1998 - $33,333;
December 31, 1997 - $nil) of directors fees.

Due to stockholders  represents advances received by the Company. The amount due
to Hampton Park Ltd., a company owned by a stockholder,  incurred interest at 8%
per annum and was repaid in 1999. The remaining amount due to stockholders  does
not bear interest and has no set repayment terms.

General and  administration  expenses for the period ended June 30, 2000 include
$499,587  of  consulting  services  provided  by  stockholders.  $341,640 of the
amountwas  settled in common  stock of the Company on April 5, 2000 and April 6,
2000. The Company also issued common stock to prepay consulting fees of $163,360
for the period from July to November 2000.

The Company  entered into an agreement to lease premises from a stockholder  who
is also an officer and director of the Company,  commencing on November 1, 1998,
for a five year term.  The minimum  rent is $9.44 per square foot per annum with
9,920 square feet of net rentable  area.  Additional  rent is estimated at $4.86
per square foot of net rentable area per annum. The net rent expense  recognized
for the period  ended  June 30,  2000,  that has been  included  in general  and
administration  expense,  was June 30,  2000 - $70,588  (June 30, 1999 - $5,986;
December 31, 1999 - $129,611;  December  31, 1998 - $3,991;  December 31, 1997 -
$nil).  The Company  entered into a second  lease  agreement on April 1, 2000 to
lease  premises  from a  stockholder  who is also an officer and director of the
Company  for a five year term.  The  minimum  rent is $9.44 per square  foot per
annum with 11,445 square feet of net rentable area. Additional rent is estimated
at $5.06 per square foot of net  rentable  area per annum.  The net rent expense
recognized for the period ended June 30, 2000 was $33,282.

Oxford Capital Corp. is an entity whose  shareholders  are also  shareholders of
the  Company.  For the period  ended June 30,  2000,  due from  related  parties
includes of salaries, rent and office expense recoveries.

Bankton Financial Corp. is an entity whose shareholders are also shareholders of
the Company.


295277.4


                                       22
<PAGE>




10.   CONVERTIBLE DEBENTURES

<TABLE>
<CAPTION>

                                                         June 30,     December       December
                                                           2000       31, 1999       31, 1998
                                                             $            $              $
----------------------------------------------------------------------------------------------
<S>                                                            <C>    <C>            <C>
Principal
Net balance outstanding, beginning of
period                                                         --        146,606           --
Funds advanced to date                                         --      1,100,000      420,000
Debentures converted during the
period                                                         --     (1,246,606)    (210,000)
----------------------------------------------------------------------------------------------
                                                               --             --      210,000
----------------------------------------------------------------------------------------------

Financing Fees
Fees paid on funds advanced to date                            --       (110,000)     (42,000)
Intrinsic  value associated with equity
component of debentures                                        --         33,329       11,760
Fees paid through issuance of warrants to
agent                                                          --       (341,538)     (85,714)
Intrinsic  value associated with equity
component of debentures                                        --        110,027       24,000
Amortization of financing fees to date                         --         75,601        5,158
Financing fees associated with debentures
converted to date                                              --             --       21,117
Amortization of financing fees on settlement
of debt                                                        --       (232,581)          --
----------------------------------------------------------------------------------------------
                                                               --             --      (65,679)
----------------------------------------------------------------------------------------------

Interest Expense
Accrued interest expense                                       --         77,323        2,285
Interest expense converted on settlement of
debt                                                           --        (77,323)          --
----------------------------------------------------------------------------------------------
Net balance outstanding, end of period                         --             --      146,606
==============================================================================================
</TABLE>

In September,  1998 the Company entered into a debenture  agreement to issue 10%
convertible  debentures up to a total of $2,000,000  which mature on October 31,
2001. The  debentures  were  convertible,  at the holders'  option,  into common
shares of the  Company at  various  prices as  outlined  in the  agreement.  The
Company  could  prepay any or all of the  outstanding  principal  amounts at any
time,  subject to the holders' right to convert into common shares.  A financing
fee of 10%  was  charged  on the  principal  sum of each  convertible  debenture
issued. Interest was payable in cash or common shares at maturity.

The agreement was amended in April,  1999 to include,  among others, an increase
in the amount  available  from  $2,000,000 to $5,000,000  and a reduction of the
financing fee to 8% on the additional amount available.

The Company issued $420,000 of debentures in 1998, and an additional  $1,100,000
during 1999.  Amounts of $118,462 and $617,867,  in 1998 and 1999  respectively,
representing  the intrinsic  value of the  conversion  option,  were recorded as
additional paid in capital with an offsetting  charge to interest  expense.  The
portion of $152,000 of financing fees  associated  with the equity  component of
the debentures  were recorded as a reduction to paid in capital.  The remainder,
which were  recorded  as a  reduction  of the  debenture  principal,  were being
amortized on a straight-line basis over the life of the debentures.


295277.4


                                       23
<PAGE>




At the time of initial  funding in 1998,  the Company  issued  1,428,572  common
share  purchase  warrants  (357,143 to the agent and  1,071,429  to the ultimate
subscriber of the issue).  Each warrant granted the holder the right to purchase
one common share of the Company at $0.28 until  October 31, 2001.  The estimated
value of the  subscriber  warrants,  in the amount of $342,857,  was recorded as
additional paid in capital as they were exercisable upon issuance.  The warrants
issued to the agent,  with an  estimated  value of  $85,714,  were  treated as a
financing fee; the portion thereof  associated with the equity  component of the
debenture ($24,000) was charged to additional paid in capital. The remainder was
being  amortized on a straight-line  basis over the life of the debentures.  The
debenture  amendment  in April,  1999  included  the  issuance of an  additional
923,077 warrants which granted the holder the right to purchase one common share
of the Company at $0.65. The estimated value of these warrants, in the amount of
$341,538 were recorded as additional  paid in capital,  reduced by an offsetting
amount of $110,027  attributable to the equity  component of the debenture.  The
remainder  was  charged  as a  discount  to debt and was  being  amortized  on a
straight-line basis over the life of the debentures.

During 1998,  $210,000  principal  amount of  debentures,  together  with $3,798
interest, was converted into 1,912,317 common shares.

Effective November 1, 1999 the Company settled the entire outstanding  principal
amount  of  the  debentures  in  exchange  for  3,157,712  common  shares,  at a
recognized  value of $1,091,348.  Accrued interest and penalties were settled in
exchange for 57,643 common shares valued at $404,943.  As part of the settlement
of the debt,  the Company  issued  1,428,572  common shares upon exercise of the
1,428,572 common stock purchase warrants,  which were granted at the time of the
initial  funding of the debt. The warrants were exercised at the stated price of
$0.28 per warrant.  The Company also issued  751,648 shares of common stock upon
exercise of the 923,077  common share purchase  warrants,  which were granted at
the time of the amendment in April 1999.  In exchange for issuing  171,429 fewer
shares  as per the  exercise  agreement  terms,  the  warrant  holders  were not
required  to pay  cash on the  exercise  of  these  warrants;  accordingly,  the
original  amount  recognized as additional paid in capital has been reversed and
$258,945 was recognized as financing expense.

11.   EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share is net loss for the period divided by the
weighted  average  number of common shares  outstanding.  The effect on earnings
(loss) per share of the exercise of options and warrants,  and the conversion of
the convertible debentures is anti-dilutive.

The following  table sets forth the  computation  of earnings  (loss) per common
share:

<TABLE>
<CAPTION>
                                        6 month period ended                          Year ended
----------------------------------------------------------------------------------------------------------------

                                   June 30,         June 30,        December         December       December
                                    2000             1999           31, 1999         31, 1998        31, 1997
                                     $                 $                $               $               $
----------------------------------------------------------------------------------------------------------------

<S>                              <C>                <C>             <C>              <C>             <C>
Net loss                         (11,014,828)       (2,433,110)     (7,167,776)      (3,076,287)     (136,854)
----------------------------------------------------------------------------------------------------------------

Basic and diluted loss per
 common share:
Weighted average number of
 common shares outstanding        31,077,935        11,428,319      14,342,053        7,405,421     4,000,000
----------------------------------------------------------------------------------------------------------------
Net loss per common share -
 basic and diluted                     (0.35)            (0.21)         (0.50)            (0.42)        (0.03)
================================================================================================================
</TABLE>


295277.4



                                       24
<PAGE>




12.   INCOME TAXES

The income tax benefit  differs  from the amount  computed by applying  the U.S.
federal  statutory  tax rates to the loss before  income taxes for the following
reasons:

<TABLE>
<CAPTION>
                                                    6 month period ended                       Year ended
----------------------------------------------------------------------------------------------------------------------

                                                  June 30,     June 30,      December        December       December
                                                    2000          1999       31, 1999        31, 1998       31, 1997
                                                      $             $           $               $              $
----------------------------------------------------------------------------------------------------------------------
                                                    (34%)        (34%)          (34%)           (34%)          (34%)

<S>                                               <C>          <C>           <C>             <C>             <C>
Income tax benefit at U.S. statutory rate         (3,745,042)  (827,257)     (2,437,044)     (1,045,938)     (46,530)
Increase (decrease) in taxes resulting
   from:
   Change in deferred tax asset valuation
      allowance                                    3,208,466    730,684       2,500,670       1,106,172       46,530

   Non-deductible expenses                         1,071,614    251,741         322,810         128,162           --
   Foreign tax rate differences                     (534,344)  (154,568)       (368,588)       (188,396)          --

   State tax rate differences                        (52,815)        --           1,508              --           --
   Federal tax rate differences on opening
   assets
                                                      36,534         --              --              --           --
   Income not previously recognized                       --         --           2,439              --           --
   Foreign exchange                                   15,587         --         (21,795)             --           --
----------------------------------------------------------------------------------------------------------------------
Income tax benefit                                        --         --              --              --           --
======================================================================================================================

For  financial  reporting  purposes,  loss  before  income  taxes  includes  the
following components:

                                                    6 month period ended                            Year ended
----------------------------------------------------------------------------------------------------------------------

                                                   June 30,    June 30,      December        December       December
                                                     2000        1999         31, 1999       31, 1998       31, 1997
                                                      $            $             $              $              $
----------------------------------------------------------------------------------------------------------------------

Pre-tax loss:
   United States                                  (2,717,569)  (1,455,464)   (3,697,076)     (1,302,313)    (136,854)
   Foreign                                        (8,297,259)    (977,646)   (3,470,700)     (1,773,974)          --
----------------------------------------------------------------------------------------------------------------------
                                                 (11,014,828)  (2,433,110)   (7,167,776)     (3,076,287)    (136,854)
======================================================================================================================
</TABLE>

Future income taxes reflect the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial  reporting purposes
and the amounts used for income tax  purposes.  The  components of the Company's
future tax assets are as follows:

<TABLE>
<CAPTION>
                                                      June 30,         December        December      December
                                                        2000           31, 1999        31, 1998      31, 1997
                                                         $                $               $             $
---------------------------------------------------------------------------------------------------------------

Future tax assets:
<S>                                                  <C>              <C>               <C>           <C>
   Net operating loss carryforwards                  6,137,939        3,209,318         697,768           --
   Start-up costs                                       24,041           28,694          37,999       46,333
   Depreciation                                        173,191           45,549           5,807           --
</TABLE>


295277.4


                                       25
<PAGE>




<TABLE>
<S>                                                 <C>              <C>             <C>             <C>
   Organization costs                                      690              591             394          197
   Debt issue costs                                         --               --           5,137           --
    Finance costs                                      171,683               --              --           --
   Donations                                             1,286              435              --           --
   Software costs                                      353,008          368,785         405,597           --
-------------------------------------------------------------------------------------------------------------
Net future tax assets                                6,861,838        3,653,372       1,152,702       46,530
Valuation allowance                                 (6,861,838)      (3,653,372)     (1,152,702)     (46,530)
-------------------------------------------------------------------------------------------------------------
Net future tax assets                                       --              --              --           --
=============================================================================================================
</TABLE>


The Company has provided a valuation allowance for the full amount of future tax
assets in light of its history of operating losses since its inception.

At June 30,  2000,  the Company has U.S.  operating  losses  carried  forward of
$5,430,000 which expire as follows:

                                                                  $
                                                           ----------------
                                                           ----------------

                                        2018                       880,000
                                        2019                     2,750,000
                                        2020                     1,800,000

The  availability  of these loss  carryforwards  to reduce future taxable income
could be subject to  limitations  under the Internal  Revenue  Code of 1986,  as
amended.  Certain ownership  changes can significantly  limit the utilization of
net operating loss  carryforwards in the period following the ownership  change.
The Company has not determined whether such changes have occurred and the effect
such changes  could have on its ability to carry forward all or some of the U.S.
net operating losses.


295277.4



                                       26
<PAGE>




At June 30,  2000,  the  Company  has  non-capital  losses  carried  forward for
Canadian income tax purposes of $9,728,000. These losses expire as follows:

                                                                  $
                                                           ----------------
                                                           ----------------

                                        2003                        46,000
                                        2004                         7,000
                                        2005                       884,000
                                        2006                     3,527,000
                                        2007                     5,264,000

13.   CAPITAL AND OPERATING LEASE OBLIGATIONS PAYABLE

The future  minimum lease  payments at June 30, 2000 under capital and operating
leases are as follows:

<TABLE>
<CAPTION>
                                                     Capital Leases       Operating Leases
-----------------------------------------------------------------------------------------
<S>                                                       <C>                 <C>
2000                                                       48,387               395,210
2001                                                       96,774               584,634
2002                                                       95,925               580,406
2003                                                       86,429               483,057
2004                                                       66,863               596,805
------------------------------------------------------------------------------------------

Total future minimum lease payments                       394,378             2,640,112
                                                                      ====================
Less: imputed interest                                    (86,509)
-----------------------------------------------------------------------
Balance of obligations under capital leases               307,869
Less: current portion                                     (63,213)
-----------------------------------------------------------------------
Long term obligation under capital leases                 244,656
-----------------------------------------------------------------------
</TABLE>

Rent  expense was  $295,145  for the period ended June 30, 2000 (June 30, 1999 -
$82,099; December 31, 1999 - $269,004; December 31, 1998 - $29,637).


295277.4



                                       27
<PAGE>




14.   NET CHANGE IN NON-CASH WORKING CAPITAL

<TABLE>
<CAPTION>
Operating Activities                           6 month period ended                         Year ended

                                            June 30,     June 30,         December        December         December
                                              2000         1999           31,1999          31,1998         31,1997
                                               $            $                $                $                $
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>              <C>             <C>             <C>
Accounts receivable                        (663,333)     (35,293)        (331,582)          (7,243)            --
Due from related parties                 (1,322,496)      13,118           11,341          (13,118)            --
Prepaid expenses and deposits               (72,456)      28,833           81,979         (132,956)        (7,500)
Accounts payable and accrued liabilities  1,655,765      248,783          799,691          395,624         32,976
Due to related parties                      135,434       (3,532)         (25,022)         197,115             --
------------------------------------------------------------------------------------------------------------------
                                           (267,086)     251,909          536,407          439,422         25,476
------------------------------------------------------------------------------------------------------------------

Attributed to investing activities               --           --          257,214               --             --
Attributed to financing activities         (280,000)          --                                --             --
------------------------------------------------------------------------------------------------------------------
Attributed to operating activities         (547,086)     251,909          278,193          439,422         25,476
==================================================================================================================
</TABLE>


295277.4



                                       28
<PAGE>




15.   SEGMENTED INFORMATION

The Company's  activities include  professional  security  consulting  services,
integration and  installation  of secure  information  systems,  and remote data
storage and recovery  services.  The  activities  are conducted in one operating
segment and are carried out in three geographic segments as follows:

<TABLE>
<CAPTION>
                                                                  June 30, 2000
-------------------------------------------------------------------------------------------------------------
                                      Alberta,       Ontario,
                                      Canada         Canada                 U.S.             Total
                                        $               $                    $                 $
----------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                <C>              <C>
Loss information

Revenue                                 507,837        1,723,253            713,253         2,944,343
Cost of sales                           108,272          451,250            320,589           880,111
Expenses                              8,187,071        1,781,756          1,337,849        11,306,676
----------------------------------------------------------------------------------------------------------
                                     (7,787,506)        (509,753)          (945,185)       (9,242,444)
Corporate overheads                                                                        (1,772,384)
----------------------------------------------------------------------------------------------------------
Net loss                                                                                  (11,014,828)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------

Selected balance sheet
  information
Equipment and leasehold              1,719,637           156,288            359,299         2,235,224
  improvements
Goodwill and employee and           13,351,206         1,862,018          2,543,851        17,757,075
consultants base
----------------------------------------------------------------------------------------------------------
</TABLE>


295277.4



                                       29
<PAGE>





                                       June 30, 1999
--------------------------------------------------------------------------------
                           Alberta,        Ontario,
                            Canada         Canada         U.S.       Total
                              $              $             $           $
--------------------------------------------------------------------------------

Loss information
Revenue                        10,180          --        --           10,180
Expenses                    1,465,644          --        --        1,465,644
--------------------------------------------------------------------------------
                           (1,455,464)         --        --       (1,455,464)
Corporate overheads                                                  977,646
--------------------------------------------------------------------------------
Net loss                                                          (2,433,110)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Selected balance sheet
  information
Equipment and
  leasehold
  improvements
                             420,148           --        --          420,148
================================================================================



                                       December 31, 1999
--------------------------------------------------------------------------------
                             Alberta,       Ontario,
                              Canada        Canada         U.S.         Total
                                $             $             $             $
--------------------------------------------------------------------------------

Loss information
Revenue                           85,675      469,001      37,370       592,046
Expenses                       3,414,558      610,966      11,098     4,036,622
--------------------------------------------------------------------------------
                              (3,328,883)    (141,965)     26,272    (3,444,576)
Corporate overheads                                                  (3,723,200)
--------------------------------------------------------------------------------
Net loss                                                             (7,167,776)
--------------------------------------------------------------------------------
Selected balance sheet
  information
Equipment and
  leasehold
  improvements
                               520,507         27,379     151,349       699,235
Goodwill and employee
and consultants base                --      2,259,698     369,302     2,629,000
--------------------------------------------------------------------------------


295277.4



                                       30
<PAGE>





                                       December 31, 1998
--------------------------------------------------------------------------------
                             Alberta,        Ontario,
                              Canada         Canada         U.S.      Total
                                $              $             $          $
--------------------------------------------------------------------------------

Loss information
Revenue                           29,068     --             --        29,068
Expenses                       1,835,561     --             --     1,835,561
--------------------------------------------------------------------------------
                              (1,806,493)    --             --     (1,806,493)
Corporate overheads                                                 1,269,794
Net loss                                                           (3,076,287)
--------------------------------------------------------------------------------
Selected balance sheet
  information
Equipment and
  leasehold
  improvements
                                77,090       --          1,740        78,830
--------------------------------------------------------------------------------

16.    FINANCIAL INSTRUMENTS

Financial  instruments  comprising  cash,  term deposits,  accounts  receivable,
amounts due to and from related parties, bank indebtedness, accounts payable and
accrued liabilities,  capital lease obligations,  amounts due to related parties
and amounts due to stockholders approximate their fair value. It is management's
opinion that the Company is not exposed to  significant  currency  risks arising
from these financial instruments.

At June 30, 2000 approximately 50% of consolidated  accounts  receivable are due
from a related party engaged in the business of providing financial products and
services.

17.   RECENT PRONOUNCEMENTS

In June,  1998, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standard No. 133,  "Accounting for Derivatives and Hedging
Activities",  which will be effective for fiscal years  beginning after June 15,
2000. The Company does not expect this pronouncement to have a material effect.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 Revenue Recognition in Financial Statements,  which will become
effective  December  31,  2000.  The Company  does expect the standard to have a
material effect on its results, however an analysis has not been completed.

18.   SUBSEQUENT EVENTS

On July 17, 2000, in connection with the private placement  financing  agreement
dated  June 22,  2000  and  subsequent  to the  effectiveness  of the  Company's
registration statement, the Company issued 400,000 common shares for proceeds of
$2,000,000.  In  connection  with this  private  placement,  the Company  issued
120,000 share  purchase  warrants which entitle the holder to purchase one share
of common  stock at an  exercise  price of $5.00 per share.  Each  warrant  will
expire on July 17, 2005.  The  investors  also received  adjustable  warrants to
purchase a number of shares of common stock,  at an exercise price of $0.001 per
share, to be determined  pursuant to a formula that is applied at three separate
40 day adjustment  periods  commencing between the 150th and 240th day following
July 17, 2005.  The terms of the  adjustable  warrants are  consistent  with the
terms of the adjustable warrants issued in connection with the private placement
on June 22, 2000.


295277.4



                                       31
<PAGE>




Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Overview

           JAWS is currently the parent  corporation of five  subsidiaries.  The
two  material  operating   companies  are  JAWS  Canada  and  JAWS  Technologies
(Delaware),  Inc. ("JAWS USA").  The third subsidiary is JAWS, Inc., an Illinois
corporation  (formerly "Nucleus Consulting,  Inc."). The other two subsidiaries,
which are  non-operating,  are JAWS  Acquisition  Corporation  ("JAC")  and JAWS
Acquisition  Canada  Corporation  ("JACC"),  which  serve  the sole  purpose  of
facilitating  Canadian   acquisitions.   Both  of  JAWS  two  primary  operating
subsidiaries,  JAWS Canada and JAWS USA,  specialize  in the field of end-to-end
information  security,  providing  consulting services and software solutions to
minimize the threats to clients' information and communications.

           JAWS recently  reorganized its corporate structure by reincorporating
the parent company, JAWS Technoligies,  Inc., a Nevada Corporation, to the state
of Delaware. In addition, JAWS amalgamated four operating subsidiaries in Canada
(JAWS  Technologies  Inc.,  an  Alberta   corporation  ("JAWS  Alberta"),   JAWS
Technologies  (Ontario)  Inc., an Ontario  corporation  ("JAWS  Ontario"),  Pace
Systems Group Inc., an Ontario corporation  ("PACE"),  and Offsite Data Services
Ltd., an Alberta corporation ("Offsite")) to form a single operating subsidiary,
JAWS Canada. JAWS Canada is  extra-provincially  registered to carry on business
in the province of Ontario.

           The  overall  strategic  goal for JAWS is to  consolidate  the highly
fragmented information security industry,  achieve increasing economies of scale
through the acquisition of high growth, emerging market firms and integrate such
firms through  centralized  administration  and planning.  Through  industry and
management  expertise,  JAWS attempts to ensure that acquired  firms receive the
capital and corporate planning necessary to maximize the growth potential within
each information security niche.

           The shares of JAWS common stock are included for quotation on the
Nasdaq National Market under the symbol "JAWZ".

           JAWS is organized under a vertical model,  with six target verticals,
namely Financial  Services,  Health Care,  Cyber-crime & Forensics,  Government,
Telecommunications (which includes ISP's and ASP's), and Emerging Markets.

           JAWS has also  developed or purchased  several  strategic  horizontal
product  or  service  offerings  that it  offers  to its  customers  across  all
verticals.  These horizontal  offerings include managed services (which includes
JAWS  Secure  Network   Storage   offering)  and  managed   security   services,
professional  services and  professional  security  services,  JAWS products and
best-of-breed third party products.

           In addition to the vertical  model outlined  above,  and a horizontal
offering  across all  verticals,  JAWS has also  developed  several  Centers' of
Excellence. At its offices in Calgary, Alberta, JAWS Canada develops proprietary
encryption  software  using  what  is  currently  one of the  world's  strongest
encryption  algorithms,  L5, to secure binary data in various  forms,  including
streamlining  or blocking data. In addition,  JAWS Secure Network Storage offers
secure,  fully automated on-line backup,  retrieval and storage services through
the  Internet  from its data  center in  Calgary.  At its  offices  in  Toronto,
Ontario,  JAWS' financial information technology security solutions services are
provided and include services in the area of payment systems,  including POS/ABM
EFT switch  implementation,  point of sale  application and device  integration,
network architecture and design, system integration and project management.


295277.4



                                       32
<PAGE>




Results of Operations


Three months ended June 30, 2000 (second  fiscal quarter 2000) compared with the
three months ended June 30, 1999 (second fiscal quarter 1999)

           JAWS' total revenue  increased by $2,214,277  (31,043%) for the three
months  ended June 30, 2000 from $7,133 in the three months ended June 30, 1999.
This increase is primarily due to three key factors.  The first is the continued
internal growth of JAWS' operations as the company completes the transition from
research and  development  stage  company to the  commercialization  stage.  The
second key factor is the integration and subsequent growth associated with JAWS'
acquisitions  (including PACE, SDTC, Offsite, and Nucleus). The third key factor
was an increase in interest  income of $70,951,  which  resulted from short term
investing  of  funds  received  in  connection  with  JAWS'  private   placement
financings.

           Cost of sales  increased  to $880,111 for the three months ended June
30,  2000 from $0 in the three  months  ended June 30,  1999.  This  increase is
directly   related  to  the  increase  in  revenue  above  and  the  direct  and
identifiable  costs associated with generating that business  recorded as a cost
of sales.

           Selling,  general  and  administrative  expenses  increased  549%  to
$5,793,464  for the three months ended June 30, 2000 from  $892,420 in the three
months ended June 30, 1999.  This  increase was  primarily  due to the continued
growth of JAWS' operations including geographic expansion,  moving JAWS products
toward  and into the  commercialization  stage and the  expenses  related to the
preparation of various  marketing and sales  documents and materials,  wages and
benefits,  requirements  for office  space,  supplies and other  office  related
expenses.

           Advertising and promotion  expenses  increased 1,636% to $616,546 for
the three months ended June 30, 2000 from $35,519 in the three months ended June
30, 1999.  This  increase was  primarily  due to increased  sales and  marketing
activities   related   to   moving   JAWS'   products   toward   and   into  the
commercialization  stage based on JAWS  vertical  and  geographical  product and
consulting services strategies.

           Interest  expense,  financing fees and  amortization of debt discount
decreased  by  approximately  99% to $1,424 for the three  months ended June 30,
2000 from  $281,583 for the three  months ended June 30, 1999.  The decrease was
due to the retirement of the convertible debentures (which occurred in November,
1999) and the associated  accelerated  amortizations  of the deferred  financing
fees and debt discount.

           Amortization  expense was  $1,742,643 for the three months ended June
30,  2000 as  compared  to $0 for the three  months  ended June 30,  1999.  This
increase  was  primarily  due to the  amortization  of goodwill and employee and
consultants base associated with JAWS' acquisitions of PACE, SDTC, Offsite,  and
Nucleus.

           The  Company's  net loss for the three months ended June 30, 2000 was
$6,994,777 as compared with $1,205,457 for the three months ended June 30, 1999.
The increase in the net loss is primarily due to the  continued  growth of JAWS'
operations,  moving JAWS products  toward and into the  commercialization  stage
including  geographic  expansion and the expenses  related to the preparation of
various  marketing  and sales  documents  and  materials,  wages  and  benefits,
requirements for office space, supplies and other office related expenses.


Six-Months ended June 30, 2000 compared with the Three and Six-Months ended June
30, 1999(1)

           JAWS'  total  revenue  increased  by  $2,934,163  (27,092%)  for  the
six-months  ended June 30, 2000 from  $10,180 for the six months  ended June 30,
1999.  This  increase is primarily  due to three key  factors.  The first is the
continued  internal  growth of JAWS'  operations  as the company  completes  the
transition from research and development stage company to the  commercialization
stage. The second key factor is the integration and subsequent growth associated
with JAWS' acquisitions  (including PACE, SDTC, Offsite, and Nucleus). The third
key factor was an increase in interest  income of $176,248,  which resulted from
short  term  investing  of funds  received  in  connection  with  JAWS'  private
placement financings.

295277.4



                                       33
<PAGE>



           Cost of sales increased to $880,111 for the six months ended June 30,
2000 from $0 in the six months  ended June 30, 1999.  This  increase is directly
related  to the  increase  in  revenue  referenced  above  and  the  direct  and
identifiable  costs associated with generating that business  recorded as a cost
of sales.

           Selling,  general  and  administrative  expenses  increased  505%  to
$9,089,266  for the six months  ended June 30, 2000 from  $1,502,594  in the six
months ended June 30, 1999.  This  increase was  primarily  due to the continued
growth of JAWS' operations including geographic expansion,  moving JAWS products
toward  and into the  commercialization  stage and the  expenses  related to the
preparation of various  marketing and sales  documents and materials,  wages and
benefits,  requirements  for office  space,  supplies and other  office  related
expenses.

           Advertising and promotion  expenses  increased 491% to $1,091,712 for
the six months  ended June 30, 2000 from  $184,767 in the six months  ended June
30, 1999.  This  increase was  primarily  due to increased  sales and  marketing
activities   related   to   moving   JAWS'   products   toward   and   into  the
commercialization  stage based on JAWS  vertical  and  geographical  product and
consulting services strategies.

           Interest  expense,  financing fees and  amortization of debt discount
decreased by approximately 98% to $14,789 for the six months ended June 30, 2000
from  $705,814 for the six months  ended June 30, 1999.  The decrease was due to
the retirement of the convertible debentures (which occurred in November,  1999)
and the associated accelerated  amortizations of the deferred financing fees and
debt discount.

           Amortization expense was $2,744,083 for the six months ended June 30,
2000 as compared to $0 for the six months ended June 30, 1999. This increase was
primarily due to the  amortization of goodwill and employee and consultants base
associated with JAWS' acquisitions of PACE, SDTC, Offsite, and Nucleus.

           The  Company's  net loss for the six months  ended June 30,  2000 was
$11,014,828 as compared with  $2,433,110 for the six months ended June 30, 1999.
The increase in the net loss is primarily due to the  continued  growth of JAWS'
operations,  moving JAWS products  toward and into the  commercialization  stage
including  geographic  expansion and the expenses  related to the preparation of
various  marketing  and sales  documents  and  materials,  wages  and  benefits,
requirements for office space, supplies and other office related expenses.



295277.4



                                       34
<PAGE>





Litigation

           Except as  provided  in Part II,  Item 1, JAWS is not a party to  any
material  pending  legal  proceedings  other than  ordinary  routine  litigation
incidental to the business of JAWS which JAWS does not believe is material.

Liquidity and Capital Resources

           Net cash used in  operations  for the six months  ended June 30, 2000
was  $8,336,981,  compared  with  $8,430,701  as of  December  31,  1999.  These
increases are a result of the increased expenses incurred as noted above.

           Cash and cash  equivalents  on hand at June 30, 2000 was  $5,563,340,
compared with $8,430,701 at December 31, 1999.  During six months ended June 30,
2000,  JAWS  completed  two  private  placements.  The first  private  placement
financing of  approximately  $2,500,000 gross proceeds on February 23, 2000, and
an additional  private  placement for $4,000,000 gross proceeds on June 22, 2000
(together, the "Private Placement Transactions").  In addition,  several options
and warrants  were  exercised  during the six month period ending June 30, 2000.
These funds were used to fund current and  anticipated  losses from  operations.
These funds will continue to be deployed primarily to fund operations.

           The Company has  experienced net losses over the past three years and
as of June 30, 2000, had an accumulated  deficit of approximately $21.4 million.
Such losses are attributable to both cash losses and losses resulting from costs
incurred in the  development of the Company's  services and  infrastructure  and
non-cash interest and amortization charges. The Company expects operating losses
to continue  for the  foreseeable  future as it continues to develop and promote
its services. Until such time as the company achieves profitability and positive
cash  flow,  JAWS'  will  need  to  raise  additional  capital  to  fund  future
operations.

           Accounts  payable  and accrued  liabilities  have  increased  150% to
$2,943,472  as of June 30,  2000 as compared to  $1,177,278  as of December  31,
1999.  These  increases  are a result of the efforts of  management  to increase
sales  revenue  and grow  JAWS'  operations  and are  consistent  with the other
expense  increases  in the  first  three  months  of the  year  2000.  JAWS  has
anticipated and budgeted for these  increases to provide for the  organizations'
shift from research and development to commercialization  and to provide for the
growth of operations.

           JAWS  has not  established  any  lines  of  credit  outside  of trade
accounts  and will not be in a position to  negotiate  any lines of credit until
sales  contracts  have been  validated  and matured.  JAWS has not used any debt
instruments to date due to its early stage of  operations,  other than long-term
capital  leases  and  Thomson  Kernaghan's  convertible  debentures  which  were
converted to equity.

Year 2000 Issues

           By the end of 1999,  JAWS  completed a ten phase year 2000 plan which
addressed the year 2000  readiness of all of our internal and external  systems,
including software,  network equipment,  bandwidth  providers and suppliers.  We
have not, to date,  experienced any year 2000 disruptions in these systems. JAWS
continues to assess all of its internal  systems for  operational  effectiveness
and efficiency beyond year 2000 concerns.

           JAWS  management  believes  that  JAWS'  significant   suppliers  and
customers are year 2000  compliant  and have not, to date,  been made aware that
any  significant  suppliers or customers have suffered year 2000  disruptions in
their systems.



295277.4



                                       35
<PAGE>




           In the  event  JAWS  discovers  year  2000  problems  in any of these
systems,  we will endeavor to resolve these problems by making  modifications to
our systems or  purchasing  new systems on a timely  basis.  Although we are not
aware of any material operational issues associated with preparing these systems
for the  year  2000 we will not  experience  material,  unanticipated,  negative
consequences  and/or  material  costs caused by undetected  errors or defects in
such  systems or by our  failure to  adequately  prepare for the results of such
errors or defects,  including costs of related litigation, if any. The impact of
such  consequences  could have a material  and adverse  effect on our  business,
financial  condition  and  results  of  operations.   Our  costs  of  year  2000
compliance, to date, are approximately $10,000 and we do not anticipate material
year 2000 compliance costs in the future.


295277.4



                                       36
<PAGE>




                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

            On August 10, 2000, Bristol Asset Management,  LLC ("Bristol") filed
a complaint in Superior  Court of the State of  California  (Case No. SC 062765)
against JAWS and its Chairman alleging,  among other things, breach of contract,
fraud in the  inducement,  breach of fiduciary duty and unfair  competition  and
requesting,  among other things,  specific performance,  statutory penalties and
injunctive  relief and damages in excess of $10 million (the  "Complaint").  The
Complaint  relates  to a warrant  (the  "Warrant")  issued by JAWS to Bristol to
purchase  1,000,000  shares of JAWS' common stock, and Bristol's rights relating
to the exercise of the Warrant and the  registration  of shares  underlying  the
Warrant.  JAWS is currently  reviewing  the  Complaint  and intends to defend it
vigorously.

Item 2.  Changes in Securities.

           On April 20, 2000, JAWS closed the purchase of all the issued and
outstanding common stock of Nucleus Consulting, Inc., a private, Illinois
corporation (subsequently renamed JAWS Inc.) from Charles A. Ehredt, the sole
stockholder of Nucleus Consulting, Inc. The stock purchase agreement provided
for JAWS to receive all of the issued and outstanding shares of Nucleus
Consulting, Inc. in exchange, in part, for a cash payment of $1,000,000 and
142,857 shares of JAWS' common stock. The stock purchase agreement further
provided for the issuance of up to 142,857 additional shares of JAWS' common
stock on each of the first and second anniversary dates of the closing, subject
to Mr. Ehredt's the achievement of certain revenue and earnings milestones by
JAWS Inc. over the respective post-closing periods.

           On May 3, 2000 JAWS purchased the intellectual assets and operations
of Doctorvillage.com Inc. in exchange for $100,000 cash, payable in installments
and 20,000 common shares of the Company at an ascribed value of $5.00 per share.
At June 30, 2000 outstanding installments amounted to $50,000 and the common
shares were not yet issued. Accordingly, these amounts have been recorded in
accounts payable.

           On June 22, 2000, JAWS completed a private placement transaction with
two institutional investors. The securities purchase agreement provided for the
purchase of 800,000 shares of JAWS common stock and five-year warrants to
purchase 240,000 shares of our common stock at an exercise price of $5.00 per
share, for an aggregate price of $4,000,000. The securities purchase agreement
also provided that, promptly upon the effectiveness of a registration statement
covering these shares of common stock, the investors were obligated to purchase
an additional 400,000 shares of common stock in exchange for a purchase price of
$2,000,000. This second private placement was consummated on July 17, 2000. The
investors also received warrants to purchase 120,000 shares of JAWS common stock
at an exercise price of $5.00 per share.

           In connection with this transaction, the investors also received
five-year adjustable warrants to purchase shares of JAWS common stock at an
exercise price of $.001 per share. The exact number of shares is to be
determined using a formula that is applied at three separate 40 day adjustment
periods commencing between the 150th and 240th day following June 22, 2000.

           In addition to the foregoing, JAWS has granted the investors certain
demand and "piggyback" registration and related rights in respect of the shares
of common stock purchased and those shares underlying the warrants and
adjustable warrants.


           In each case set forth in this Pat II, Item 2 (except in the case of
Doctorvillage.com Inc.), the securities were issued pursuant to exemption from
the registration requirements of the Securities Act of 1933, as amended, under
Section 4(2).


295277.4



                                       37
<PAGE>




Reincorporation in Delaware

           On July 7, 2000, JAWS reincorporated in the State of Delaware,  which
was effected promptly upon JAWS obtaining the requisite stockholder approval and
approval by JAWS' board of  directors.  This was  accomplished  by merging  JAWS
Technologies, Inc., a Nevada corporation, with and into JAWS Technologies, Inc.,
           a Delaware corporation and formerly a wholly-owned subsidiary of JAWS
Technologies,   Inc.,   a  Nevada   corporation.   Upon   consummation   of  the
reincorporation  of the  Company in the State of  Delaware,  JAWS  Technologies,
Inc.,  a Nevada  corporation,  ceased to exist and JAWS  Technologies,  Inc.,  a
Delaware corporation, continues to operate the business of the Company under its
current name JAWS Technologies, Inc.

           For a description of the differences between Nevada law and Delaware
law, see the Company's proxy statement on Schedule 14A, filed with the
Securities and Exchange Commission on April 28, 2000.

                      Amalgamation of Certain Subsidiaries

           As of July 1, 2000, JAWS Technologies Inc., an Alberta corporation,
Pace Systems Group Inc., Offsite Data Services Ltd., and JAWS Technologies
(Ontario), Inc., were amalgamated into a newly-formed corporation; Jaws
Technologies Inc., an Alberta corporation. The newly-formed Jaws Technologies
Inc., an Alberta corporation, is extra provincially registered to carry on
business in the province of Ontario.


295277.4



                                       38
<PAGE>




Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits

            3.1(1)      Articles of Incorporation of "e-biz" solutions, inc.(now
                        JAWS Technologies, Inc., a Nevada corporation), dated
                        January 27, 1997.

            3.2(2)      Certificate of Amendment of Articles of Incorporation of
                        JAWS Technologies, Inc., a Nevada corporation, dated
                        March 30, 1998, changing the name of E-Biz to JAWS
                        Technologies, Inc.

            3.3(3)      Certificate of Amendment of Articles of Incorporation of
                        JAWS Technologies, Inc., a Nevada corporation,
                        increasing the total number of common stock which JAWS
                        is allowed to issue from 20,000,000 to 95,000,000.

            3.4(4)      Bylaws of "e-biz" solutions, inc. (now JAWS
                        Technologies, Inc., a Nevada corporation), dated January
                        27, 1997.

            3.5(5)      Certificate of Incorporation of JAWS Technologies, Inc.,
                        a Delaware corporation, dated April 28, 2000.

            4.1(6)      Investment Agreement by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Bristol Asset Management
                        LLC dated August 27, 1998 and letter of termination.

            4.2(7)      Debenture Acquisition Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Thomson
                        Kernaghan & Co. Limited, dated September 25, 1998.

            4.3(8)      Amendment No. 1 to Debenture Purchase Agreement by and
                        between JAWS and Thomson Kernaghan, dated April 27,
                        1999.

------------------------------
(1) Incorporated by reference to Exhibit 3.1 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(2) Incorporated by reference to Exhibit 3.2 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(3) Incorporated by reference to Exhibit 3.3 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(4) Incorporated by reference to Exhibit 3.4 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(5) Incorporated by reference to Exhibit 3.4 of the Company's Form S-1/A (File
No. 333-38088), filed with the SEC on July 13, 2000.

(6) Incorporated by reference to Exhibit 4.1 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(7) Incorporated by reference to Exhibit 4.2 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(8) Incorporated by reference to Exhibit 4.3 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.


295277.4


                                       39
<PAGE>


            4.4(9)      Warrant to purchase 1,000,000 shares of common stock of
                        JAWS Technologies, Inc., a Nevada corporation, issued to
                        Bristol Asset Management LLC, dated April 20, 1999.

            4.5(10)     Form of Warrant to purchase 834,000 shares of common
                        stock of JAWS Technologies, Inc., a Nevada corporation,
                        issued to Glentel Inc., dated June 21, 1999.

            4.6(11)     Schedule of Warrant holders which received the Form of
                        Warrant set forth in 4.5 above.

            4.7(12)     Form of Warrant issued by JAWS in connection with the
                        Private Placement Transaction.

            4.8(13)     Schedule of Warrant holders which received the Form of
                        Warrant set forth in 4.9 above.

            4.9(14)     Warrant to purchase 217,642 shares of common stock of
                        JAWS Technologies, Inc., a Nevada corporation, issued to
                        Thomson Kernaghan & Co. Limited, dated December 31,
                        1999.

            4.10(15)    Certificate of the Designation, Voting Power, Preference
                        and Relative, Participating, optional and other Special
                        Rights and Qualifications, Limitations or Restrictions
                        of the Special Series & Preferred Voting Stock of JAWS
                        Technologies, Inc., dated November 30, 1999.

            4.11(16)    Incentive and Non-Qualified Stock Option Plan of JAWS
                        Technologies, Inc., a Nevada corporation.

            4.12(17)    Placement Agency Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Thomson
                        Kernaghan & Co. Limited, dated December 31, 1999.


------------------------------
(9) Incorporated by reference to Exhibit 4.4 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(10) Incorporated by reference to Exhibit 4.5 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(11) Incorporated by reference to Exhibit 4.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(12) Incorporated by reference to Exhibit 4.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(13) Incorporated by reference to Exhibit 4.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(14) Incorporated by reference to Exhibit 4.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(15) Incorporated by reference to Exhibit 4.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(16) Incorporated by reference to Exhibit 4.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(17) Incorporated by reference to Exhibit 10.13 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.



295277.4



                                       40
<PAGE>




            4.13(18)    Placement Agency Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Thomson
                        Kernaghan & Co. Limited, dated February 15, 2000.

            4.14(19)    Placement Agency Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and SmallCaps
                        Online LLC, dated February 15, 2000.

            4.15(20)    Form of Subscription Agreement to purchase 235,295 Units
                        of JAWS Technologies, Inc., a Nevada corporation, by and
                        between JAWS Technologies, Inc., a Nevada corporation,
                        and BPI Canadian Small Companies Fund, dated December
                        20, 1999.

            4.16(21)    Schedule of Subscribers that purchased subscriptions
                        pursuant to the Form of Subscription Agreement set forth
                        above in 10.14.

            10.1(22)    Director's Agreement between JAWS Technologies, Inc., a
                        Nevada corporation, and Arthur Wong dated July 1998.

            10.2(23)    Director's Agreement between JAWS Technologies, Inc., a
                        Nevada corporation, and Julia Johnson, dated July 30,
                        1998.

            10.3(24)    Letter Agreement between JAWS Technologies, Inc., a
                        Nevada corporation, and Arrow Communications (ApexMail),
                        dated August 10, 1999.

            10.4(25)    Addendum to the Letter Agreement between JAWS
                        Technologies, Inc., a Nevada corporation, and
                        ApexMail.net, dated September 20, 1999.

            10.5(26)    Assignment from James L. A. Morrison to JAWS
                        Technologies Inc., a Nevada corporation, dated October
                        9, 1998.

            10.6(27)    Notification of Assignment from United States Department
                        of Commerce, Patent and Trademark Office, dated March
                        15, 1999.


------------------------------
(18) Incorporated by reference to Exhibit 4.13 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.

(19) Incorporated by reference to Exhibit 4.14 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.

(20) Incorporated by reference to Exhibit 10.14 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(21) Incorporated by reference to Exhibit 4.16 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.

(22) Incorporated by reference to Exhibit 10.1 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(23) Incorporated by reference to Exhibit 10.2 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(24) Incorporated by reference to Exhibit 10.3 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(25) Incorporated by reference to Exhibit 10.4 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(26) Incorporated by reference to Exhibit 10.5 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.



295277.4



                                       41
<PAGE>




            10.7(28)    Indemnity Agreements by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Ms. Julia L. Johnson.

            10.8(29)    Indemnity Agreements by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Mr. Arthur Wong.

            10.9(30)    Form of Stock Purchase Agreement to purchase 1,000,000
                        shares of common stock and warrants to purchase 834,000
                        shares of common stock by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Glentel Inc., dated June
                        21, 1999.

            10.10(31)   Schedule of purchasers which purchased shares of common
                        stock pursuant to the Form of Stock Purchase Agreement
                        set forth in 10.09.

            10.11(32)   Form of Investor Rights Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Glentel
                        Inc., dated June 21, 1999.

            10.12(33)   Schedule of investors that received rights pursuant to
                        the Form of Investors Rights Agreement set forth above
                        in 10.11.

            10.13(34)   Debenture Amendment and Settlement Agreement, dated
                        November 17, 1999 and effective as of November 1, 1999,
                        by and between JAWS Technologies, Inc., a Nevada
                        corporation, and Thomson Kernaghan & Co. Limited.

            10.14(35)   Form of Employment Agreement.

            10.15(36)   Schedule of officers of JAWS Technologies, Inc., a
                        Nevada corporation, who executed employment agreements
                        the form of which is set forth in Exhibit 10.20.


------------------------------
(27) Incorporated by reference to Exhibit 10.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(28) Incorporated by reference to Exhibit 10.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(29) Incorporated by reference to Exhibit 10.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(30) Incorporated by reference to Exhibit 10.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(31) Incorporated by reference to Exhibit 10.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(32) Incorporated by reference to Exhibit 10.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(33) Incorporated by reference to Exhibit 10.12 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(34) Incorporated by reference to Exhibit 10.16 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(35) Incorporated by reference to Exhibit 10.17 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(36) Incorporated by reference to Exhibit 10.18 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.


295277.4



                                       42
<PAGE>



           10.16(37)    Stock Purchase Agreement, dated as of April 20, 2000 by
                        and between JAWS Technologies, Inc., a Nevada
                        corporation, Nucleus Consulting, Inc., an Illinois
                        corporation and Charles A. Ehredt.

           10.17(38)    First Amendment to Stock Purchase Agreement, dated as of
                        May 19, 2000 by and between JAWS Technologies, Inc.,
                        Nucleus Consulting, Inc. and Charles A. Ehredt.

           10.18(39)    Agreement and Plan of Merger of JAWS Technologies, Inc.,
                        a Nevada corporation, with and into JAWS Technologies,
                        Inc., a Delaware corporation, entered into as of April
                        28, 2000.

           10.19(40)    Securities Purchase Agreement, dated as of June 22,
                        2000, among JAWS Technologies, Inc. and investors
                        signatory thereto.

           10.20(41)    Registration Rights Agreement, made and entered into as
                        of June 22, 2000, among JAWS Technologies, Inc. and the
                        investors signatory thereto.


------------------------------
(37) Incorporated by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K, filed with the SEC on May 5, 2000.

(38) Incorporated by reference to Exhibit 10.17 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.

(39) Incorporated by reference to Exhibit 10.18 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.

(40) Incorporated by reference to Exhibit 10.19 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.

(41) Incorporated by reference to Exhibit 10.20 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.


295277.4



                                       43
<PAGE>







           27.1         Financial Data Schedule.

(b)   Reports on Form 8-K

      A current report on Form 8-K was filed by the Company on April 13, 2000,
      reporting the acquisition of all the issued and outstanding capital stock
      of Nucleus Consulting, Inc.



295277.4



                                       44
<PAGE>





                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                   JAWS TECHNOLOGIES, INC.

Date:  August 14, 2000
                                   By:  /s/ Robert J. Kubbernus
                                        -------------------------------

                                        Name:  Robert J. Kubbernus
                                        Title: Chairman of the Board,
                                               President and Chief Executive
                                               Officer
                                               (Principal Executive Officer):


Date:  August 14, 2000

                                   By:  /s/ Riaz Mamdani
                                        -------------------------------

                                        Name:  Riaz Mamdani
                                        Title: Chief Financial Officer
                                               (Principal Financial and
                                               Accounting Officer)




295277.4


                                       S-1
<PAGE>



                                  EXHIBIT INDEX
                                  -------------

           Exhibit                       Description

            3.1(1)      Articles of Incorporation of "e-biz" solutions, inc.
                        (now JAWS Technologies, Inc., a Nevada corporation),
                        dated January 27, 1997.

            3.2(2)      Certificate of Amendment of Articles of Incorporation of
                        JAWS Technologies, Inc., a Nevada corporation, dated
                        March 30, 1998, changing the name of E-Biz to JAWS
                        Technologies, Inc.

            3.3(3)      Certificate of Amendment of Articles of Incorporation of
                        JAWS Technologies, Inc., a Nevada corporation,
                        increasing the total number of common stock which JAWS
                        is allowed to issue from 20,000,000 to 95,000,000.

            3.4(4)      Bylaws of "e-biz" solutions, inc. (now JAWS
                        Technologies, Inc., a Nevada corporation), dated January
                        27, 1997.

            3.5(5)      Certificate of Incorporation of JAWS Technologies, Inc.
                        a Delaware corporation, dated April 28, 2000.

            4.1(6)      Investment Agreement by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Bristol Asset Management
                        LLC dated August 27, 1998 and letter of termination.

            4.2(7)      Debenture Acquisition Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Thomson
                        Kernaghan & Co. Limited, dated September 25, 1998.

            4.3(8)      Amendment No. 1 to Debenture Purchase Agreement by and
                        between JAWS and Thomson Kernaghan, dated April 27,
                        1999.


------------------------------
(1) Incorporated by reference to Exhibit 3.1 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(2) Incorporated by reference to Exhibit 3.2 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(3) Incorporated by reference to Exhibit 3.3 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(4) Incorporated by reference to Exhibit 3.4 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(5) Incorporated by reference to Exhibit 3.4 of the Company's Form S-1/A (File
No. 333-38088), filed with the SEC on July 13, 2000.

(6) Incorporated by reference to Exhibit 4.1 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(7) Incorporated by reference to Exhibit 4.2 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(8) Incorporated by reference to Exhibit 4.3 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.


295277.4


                                       Exh Indx-1
<PAGE>



            4.4(9)      Warrant to purchase 1,000,000 shares of common stock of
                        JAWS Technologies, Inc., a Nevada corporation, issued to
                        Bristol Asset Management LLC, dated April 20, 1999.

            4.5(10)     Form of Warrant to purchase 834,000 shares of common
                        stock of JAWS Technologies, Inc., a Nevada corporation,
                        issued to Glentel Inc., dated June 21, 1999.

            4.6(11)     Schedule of Warrant holders which received the Form of
                        Warrant set forth in 4.5 above.

            4.7(12)     Form of Warrant issued by JAWS in connection with the
                        Private Placement Transaction.

            4.8(13)     Schedule of Warrant holders which received the Form of
                        Warrant set forth in 4.9 above.

            4.9(14)     Warrant to purchase 217,642 shares of common stock of
                        JAWS Technologies, Inc., a Nevada corporation, issued to
                        Thomson Kernaghan & Co. Limited, dated December 31,
                        1999.

            4.10(15)    Certificate of the Designation, Voting Power, Preference
                        and Relative, Participating, optional and other Special
                        Rights and Qualifications, Limitations or Restrictions
                        of the Special Series & Preferred Voting Stock of JAWS
                        Technologies, Inc., dated November 30, 1999.

            4.11(16)    Incentive and Non-Qualified Stock Option Plan of JAWS
                        Technologies, Inc., a Nevada corporation.

            4.12(17)    Placement Agency Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Thomson
                        Kernaghan & Co. Limited, dated December 31, 1999.


------------------------------
(9) Incorporated by reference to Exhibit 4.4 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.

(10) Incorporated by reference to Exhibit 4.5 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(11) Incorporated by reference to Exhibit 4.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(12) Incorporated by reference to Exhibit 4.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(13) Incorporated by reference to Exhibit 4.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(14) Incorporated by reference to Exhibit 4.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(15) Incorporated by reference to Exhibit 4.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(16) Incorporated by reference to Exhibit 4.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(17) Incorporated by reference to Exhibit 10.13 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.


295277.4


                                       Exh Indx-2
<PAGE>



            4.13(18)    Placement Agency Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Thomson
                        Kernaghan & Co. Limited, dated February 15, 2000.

            4.14(19)    Placement Agency Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and SmallCaps
                        Online LLC, dated February 15, 2000.

            4.15(20)    Form of Subscription Agreement to purchase 235,295 Units
                        of JAWS Technologies, Inc., a Nevada corporation, by and
                        between JAWS Technologies, Inc., a Nevada corporation,
                        and BPI Canadian Small Companies Fund, dated December
                        20, 1999.

            4.16(21)    Schedule of Subscribers that purchased subscriptions
                        pursuant to the Form of Subscription Agreement set forth
                        above in 10.14.

            10.1(22)    Director's Agreement between JAWS Technologies, Inc., a
                        Nevada corporation, and Arthur Wong dated July 1998.

            10.2(23)    Director's Agreement between JAWS Technologies, Inc., a
                        Nevada corporation, and Julia Johnson, dated July 30,
                        1998.

            10.3(24)    Letter Agreement between JAWS Technologies, Inc., a
                        Nevada corporation, and Arrow Communications (ApexMail),
                        dated August 10, 1999.

            10.4(25)    Addendum to the Letter Agreement between JAWS
                        Technologies, Inc., a Nevada corporation, and
                        ApexMail.net, dated September 20, 1999.

            10.5(26)    Assignment from James L. A. Morrison to JAWS
                        Technologies Inc., a Nevada corporation, dated October
                        9, 1998.

            10.6(27)    Notification of Assignment from United States Department
                        of Commerce, Patent and Trademark Office, dated March
                        15, 1999.


------------------------------
(18) Incorporated by reference to Exhibit 4.13 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.

(19) Incorporated by reference to Exhibit 4.14 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.

(20) Incorporated by reference to Exhibit 10.14 of the Company's Form S-1 (File
No.333-30406), filed with the SEC on February 14, 2000.

(21) Incorporated by reference to Exhibit 4.16 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.

(22) Incorporated by reference to Exhibit 10.1 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(23) Incorporated by reference to Exhibit 10.2 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(24) Incorporated by reference to Exhibit 10.3 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(25) Incorporated by reference to Exhibit 10.4 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(26) Incorporated by reference to Exhibit 10.5 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.


295277.4


                                       Exh Indx-3
<PAGE>



            10.7(28)    Indemnity Agreements by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Ms. Julia L. Johnson.

            10.8(29)    Indemnity Agreements by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Mr. Arthur Wong.

            10.9(30)    Form of Stock Purchase Agreement to purchase 1,000,000
                        shares of common stock and warrants to purchase 834,000
                        shares of common stock by and between JAWS Technologies,
                        Inc., a Nevada corporation, and Glentel Inc., dated June
                        21, 1999.

            10.10(31)   Schedule of purchasers which purchased shares of common
                        stock pursuant to the Form of Stock Purchase Agreement
                        set forth in 10.09.

            10.11(32)   Form of Investor Rights Agreement by and between JAWS
                        Technologies, Inc., a Nevada corporation, and Glentel
                        Inc., dated June 21, 1999.

            10.12(33)   Schedule of investors that received rights pursuant to
                        the Form of Investors Rights Agreement set forth above
                        in 10.11.

            10.13(34)   Debenture Amendment and Settlement Agreement, dated
                        November 17, 1999 and effective as of November 1, 1999,
                        by and between JAWS Technologies, Inc., a Nevada
                        corporation, and Thomson Kernaghan & Co. Limited.

            10.14(35)   Form of Employment Agreement.

            10.15(36)   Schedule of officers of JAWS Technologies, Inc., a
                        Nevada corporation, who executed employment agreements
                        the form of which is set forth in Exhibit 10.20.


------------------------------
(27) Incorporated by reference to Exhibit 10.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(28) Incorporated by reference to Exhibit 10.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(29) Incorporated by reference to Exhibit 10.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(30) Incorporated by reference to Exhibit 10.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(31) Incorporated by reference to Exhibit 10.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(32) Incorporated by reference to Exhibit 10.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(33) Incorporated by reference to Exhibit 10.12 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(34) Incorporated by reference to Exhibit 10.16 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(35) Incorporated by reference to Exhibit 10.17 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.

(36) Incorporated by reference to Exhibit 10.18 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.


295277.4


                                       Exh Indx-4
<PAGE>


            10.16(37)   Stock Purchase Agreement, dated as of April 20, 2000 by
                        and between JAWS Technologies, Inc., a Nevada
                        corporation, Nucleus Consulting, Inc., an Illinois
                        corporation and Charles A. Ehredt.

            10.17(38)   First Amendment to Stock Purchase Agreement, dated as of
                        May 19, 2000 by and between JAWS Technologies, Inc.,
                        Nucleus Consulting, Inc. and Charles A. Ehredt.

            10.18(39)   Agreement and Plan of Merger of JAWS Technologies, Inc.,
                        a Nevada corporation, with and into JAWS Technologies,
                        Inc., a Delaware corporation, entered into as of April
                        28, 2000.

            10.19(40)   Securities Purchase Agreement, dated as of June 22,
                        2000, among JAWS Technologies, Inc. and investors
                        signatory thereto.

            10.20(41)   Registration Rights Agreement, made and entered into as
                        of June 22, 2000, among JAWS Technologies, Inc. and the
                        investors signatory thereto.

            27.1        Financial Data Schedule.


------------------------------
(37) Incorporated by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K, filed with the SEC on May 5, 2000.

(38) Incorporated by reference to Exhibit 10.17 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.

(39) Incorporated by reference to Exhibit 10.18 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.

(40) Incorporated by reference to Exhibit 10.19 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.

(41) Incorporated by reference to Exhibit 10.20 of the Company's Form S-1/A
(File No. 333-38088), filed with the SEC on July 13, 2000.


295277.4


                                       Exh Indx-5