SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

/x/  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934.

/ /  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934.

                  For the fiscal year ended November 30, 1999.

                             Commission File Number

                          NET/TECH INTERNATIONAL, INC.
                          ----------------------------
                 (Name of Small Business Issuer in its charter)

           DELAWARE                                               22-3038309
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization).                              Identification No.)

            1 WEST FRONT STREET, SUITE 30, RED BANK, NEW JERSEY 07701
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (732) 345-1100

        Securities registered pursuant to Section 12 (b) of the Act: None

        Securities registered pursuant to Section 12 (g) of the Act: None

Check whether Issuer:  (1) has filed all reports required to be filed by section
13 or 15 (d) of the  Securities and Exchange Act of 1934 during the preceding 12
months and (2) has been  subject  to such  filing  requirements  for the past 90
days. Yes /X/  No / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Rule 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of  issuer's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form or any amendment to this Form
10-KSB. / /

Issuer's Revenues for its most recent fiscal year:  $290,381.

As of November 30, 1999, the aggregate  market value of the voting stock held by
non-affiliates of the Issuer was $1,750,071.48. The market value of Common Stock
of the  Issuer,  par value $.01 per share,  was  computed  by  reference  to the
average of the closing bid and asked  prices of one share on such date which was
 .187.

The number of shares  outstanding of the Issuer's  Common Stock,  par value $.01
per share, as of November 30, 1999 9,758,671.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

     Documents  incorporated by reference:  The information required by Part III
of Form 10-KSB is  incorporated  by reference to the Issuer's  definitive  proxy
statement  relating to the 2000 Annual Meeting of  Shareholders  which was filed
with the Securities and Exchange Commission on February 15, 2000.

                                       2
<PAGE>

                                     PART 1

Item 1. Description of Business
-------------------------------

OVERVIEW OF BUSINESS

     Net/Tech International,  Inc., a Delaware Corporation,  is the developer of
the patented  Hygiene Guard Hand Wash Reminder and Monitoring  technology  which
prompts and verifies employee hand washing in any environment where hygiene is a
priority.

     Net/Tech  International  was  founded  in 1990.  Prior to April  1996,  the
Company  was  focused  on  commercializing  its  patented  technology  for water
dispersible products. The Company developed a prototype of the water dispersible
product,  which was  successfully  tested by the US  Military.  At that time the
product could not be produced cost  effectively  enough to be  competitive  with
styrofoam. The Company retains ownership to its water dispersible patents.

     During  fiscal  1996  the  Company  made a  determination  to  focus on its
patented Hygiene Guard Hand Wash Reminder and Monitoring technology. The Company
strategy  was to  capitalize  on the  growing  demand for health and food safety
products  as a result  of  serious  food  borne  illness  outbreaks  which  have
substantially increased in frequency in the United States and abroad.

     Between 1996 and until  October  1998 the Company  raised funds and focused
its efforts in order to accomplish  the  following:  1) Completion of the design
and  development of the Hygiene Guard Hand Wash Reminder and  Monitoring  System
Series 4000/5000 2) Field testing and manufacturing of the Hygiene Guard product
line 3)  Introduction  of the  product  line to the  food  service  and  medical
industries  4) Hired  executives  to develop a complete  food safety  catalog in
order to position the Company as a food safety solution provider.

     Net/Tech's initial product development focus was to produce a Hygiene Guard
product  capable  of  identifying  employees  who did not wash  after  using the
restroom  facilities and to create a reporting  system for overall employee hand
washing.  As a result of this design  criteria  the  Company  designed a Hygiene
Guard Series 4000 product, which required a hard wire installation and a Windows
95' computer in order to run the system.

     The Company received  tremendous  media exposure  (including CNN Worldwide)
and was  successful in its initial  marketing  efforts,  receiving test purchase
orders  from  many  well-known  fast  food  chains   including  KFC,  Big  Boys,
WhatABurger, Arbys, Chilis and other well known companies.

     After extensive testing and evaluation,  the Hygiene Guard product line was
deemed to have important  benefits and be of substantial value to end users hand
washing activity.  However, end users noted the following drawbacks,  which made
them reluctant to commit to substantial purchases. 1) Necessity of a costly hard
wire  installation.  2) Cost of the system  (approximately  $2500 per store). 3)
Complexity  of  operating a computer in order to run the system.  As a result of
these  drawbacks these  companies were unwilling to place  substantial  purchase
orders.  All the fast food chains involved  however,  did indicate a significant
interest in a simple  Hygiene  Guard type system that would remind the employees
to wash and make sure  they get to the sink.  In  addition,  specific  end users
indicated  a strong  interest  in  monitoring  hand  washes  upon entry into the
kitchen.

     As a result of the Company's inability to achieve  substantial  commitments
from end users the  Company  was unable to secure  the  necessary  financing  to
execute its business plan to become a complete food safety  solutions  provider.
Additionally,  the  Company  was forced to abandon  its plans for  completing  a
health and food safety catalog and for development of distribution  channels for
its existing systems.

     In October  1998 the  Company  made a decision  to focus its  efforts on 1)
developing a less  expensive,  less  sophisticated  version of the Hygiene Guard
product  line.  2)  Establish  a  strategic  partnership  or  agreement  with an
international  food safety related company in order to market the Company's hand
washing systems throughout the world. The Company determined it was necessary to
pursue a strategic alliance in order to effectively market its systems since the
Company did not have the resources to manufacture cost effectively or create its
own distribution channels.

                                       3
<PAGE>

GOJO INDUSTRIES AGREEMENT

     On March 15, 1999,  Net/Tech sold its entire hand washing technology patent
estate and product development to date to GOJO Industries,  Inc. in return for a
percentage  of net sales of the  patented  hand  wash  reminder  and  monitoring
equipment. GOJO made payments to Net/Tech in the total amount of $158,000.

     Subsequent to November 30, 1999, GOJO made a  determination  not to proceed
with the  commercialization  of the next generation of Hygiene Guard Systems. In
recent  communications,  GOJO  cited the  grant of a third  party  patent  for a
similar  use  and an  initial  rejection  of one of  Net/Tech's  pending  patent
applications  as  reasons  for  ceasing  commercialization.  GOJO  has  proposed
transferring  the patent estate back to Net/Tech in exchange for  termination of
the agreement and a general release.  The terms of the original agreement called
for GOJO to pay Net/Tech a total of $290,000  over 20 months.  Through  January,
2000, GOJO had paid Net/Tech $158,000 and has not made the February payment.  In
addition,  Net/Tech  was to receive 10% of U.S. net sales and 7% of overseas net
sales for 10 years and a sliding scale percentage for the balance of the 15 year
agreement.

     Current Net/Tech management will attempt to resolve the GOJO matter as soon
as possible.  Net/Tech and ROI have agreed that any resolution with GOJO must be
acceptable to ROI in order for the pending acquisition to be completed. Net/Tech
shareholders  are scheduled to vote on the ROI acquisition at the Annual Meeting
on March 20, 2000.

PATENTS

     The Company has no patents  pending and all patent rights were  transferred
to GOJO.

COMPETITION

     The Company is no longer  planning to produce the Hygiene  Guard  series of
products.  The  Company  currently  has  no  identifiable  market  and  thus  no
competition.

RESEARCH AND DEVELOPMENT

     The Company has no current or future research and development plans.

EMPLOYEES

     As of November 30, 1999, the Company had 1 full time  employee.  Subsequent
to November 30, 1999, the Company has no paid employees.

Item 2. Description of Property
-------------------------------

     The Company leases  approximately 4700 square feet in Red Bank, New Jersey,
with an annual rent of $63,150.24. The current lease expires March 2001.

     On August 14, 1998 the Company subleased approximately 700 square feet with
an annual rent of $9,600.  As of December 1, 1998 the Company also  subleased an
additional  2500 square feet with an annual rent of $36,000.  The Company  still
has in place and maintains these subleases until March 2001. The Company's total
space  subleased is + 3200 square feet which provide  sublease income of $45,600
annually.

Item 3. Legal Proceedings
-------------------------

     NONE

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<PAGE>

Item 4. Submission of Matter to Vote of Security Holders
--------------------------------------------------------

     The  Company did not hold a security  holders  meeting in fiscal year 1999.
Subsequent to November 30, 1999, a security  holders'  meeting was scheduled for
on March 20, 2000.  Reference the Company's  Definitive Proxy filed with the SEC
on February  15, 2000 for a  description  of items up for vote at the meeting of
Security Holders.

Item 5. Market for the Registrants Common equity and Related Stockholder Matters
--------------------------------------------------------------------------------

     (a) The  Company's  Common Stock has been  trading on the  Over-the-Counter
market  since  January  10,  1992,  the  date of the  Company's  initial  public
offering.  The following table shows for the calendar periods indicated the high
and low closing bid  quotation for the Company's  Common Stock.  The  quotations
were obtained using an internet retrieval service.

                       1999              High Bid Low Bid
                       ----              -------- -------
     First Quarter                       21/32    5/16
     Second Quarter                      1 1/8    3/8
     Third Quarter                       7/16     1/8
     Fourth Quarter                      3/4      1/8

                       1998              High Bid Low Bid
                       ----              -------- -------
     First Quarter                       4 1/16   2 1/12
     Second Quarter                      3 3/8    2 9/16
     Third Quarter                       2 7/8    1 5/16
     Fourth Quarter                      7/16     3/8

     (b) As of February 2, 2000, there were  approximately 210 record holders of
the  Company's  Common  Stock.  In  addition,   there  were   approximately  890
shareholders in street name whose shares are held in the name of other nominees.

     (c) There have been no  dividends  declared  or paid by the  Company on its
Common Stock during the past three years.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

     The  information  included  in this  discussion  contains  forward  looking
statements  that are based on  current  expectations  and  beliefs  and  involve
numerous  risks and  uncertainties  that could  cause  actual  results to differ
materially.  Readers are cautioned not to place undue  reliance on these forward
looking statements, which speak only as of the date hereof.

RESULTS OF OPERATIONS

     In fiscal year 1999, the Company  abandoned its  development of the Hygiene
Guard  product line and sold all of its patent estate to GOJO  Industries,  Inc.
The Company is not currently  developing or  researching  any new product lines.
During fiscal year 1999,  the Company  realized  revenues from GOJO payments for
the patent estate.  GOJO is still in the development  phase of the Hygiene Guard
series. The Company has received no royalty payments from GOJO sales as a result
of the GOJO  contract.  As a result  of these  events  and the  ongoing  cost of
operations,  the Company  incurred a net loss of $304,143 during the fiscal year
ending  November 30,  1999.  Subsequent  to November  30, 1999,  GOJO elected to
terminate the agreement and return the patent estate to Net/Tech.

     Net/Tech  International  Inc., as a development  stage company,  was in the
process of  commercializing  its  patented  hand wash  reminder  and  monitoring
technology.  The  Company's  primary  products  were its patented  Hygiene Guard
series,  which  prompts and monitors  employee  hand washing in any  environment
where hygiene is a priority.  In fiscal year 1998,  the  management  team made a
concerted  effort to utilize its financial  resources to develop and promote the
Hygiene Guard products. The Company made significant  expenditures for research,
development  and related  engineering  costs  during  fiscal 1998 as compared to
fiscal 1997. In 1997 this reflected the

                                       5
<PAGE>

Company's contract with the supplier of its printed circuit assembly components.
These  expenditures  were paid for  working  engineering  model  systems  with a
personal  computer  based  system  controller  capable of remote  access,  field
testing of the model systems,  productions of beta test and field testing units.
The Company also  incurred  engineering  costs with the company  assembling  the
Hygiene  Guard  to  develop  the  Badge  to be worn by  employees,  the Soap and
Employee  Monitoring  Units,  the system  interface,  and the tooling charges to
manufacture  these products.  In 1998 these costs continued and additional funds
were expended to initiate development of a less expensive and less sophisticated
series of hand washing system technology. These costs totaled $419,013 in fiscal
1998.

     The research and development  expense  consisted of $391,939 in 1997. After
marketing the original  Hygiene  Guard product line and obtaining  limited sales
and  market  acceptance  the  Company  made a  determination  to  develop  a new
generation  of product  line and seek a strategic  partner to perfect and market
its systems.

     The Company  abandoned the original Series 4000/5000  version as to complex
and  expensive  for the  marketplace  and has  initiated  development  of a less
expensive less complicated  product line. During the year, after the abandonment
of marketing of the original Hygiene Guard, the Company  abandoned the inventory
and prototype of the original Hygiene Guard systems.

     The Company entered into a contract with GOJO Industries.  The key terms of
the contract were as follows:

1.   Net/Tech   sold  the  entire   Hygiene  Guard  patent  estate  and  product
     development to date to GOJO Industries.
2.   GOJO was to control product  development,  patent  protection and marketing
     costs.Net/Tech  was to receive $290,000 over 20 months and 10% US net sales
     of the  patented  equipment  for 10 years,  5% for 2 years and 2 1/2% for 3
     years.  In addition,  Net/Tech would receive 7% of foreign net sales of the
     patented  equipment for 10 years. No minimum sales guarantees were required
     by GOJO.

     Subsequent to November 30, 1999, GOJO made a  determination  not to proceed
with the  commercialization  of the next generation of Hygiene Guard Systems. In
recent  communications,  GOJO  cited the  grant of a third  party  patent  for a
similar  use  and an  initial  rejection  of one of  Net/Tech's  pending  patent
applications  as  reasons  for  ceasing  commercialization.  GOJO  has  proposed
transferring  the patent estate back to Net/Tech in exchange for  termination of
the agreement and a general release.

     In  connection  with sale to GOJO,  the Company has written off in 1998 all
inventory  and  prototype  that is not useable.  These  amounted to $251,288 and
$119,795  respectively.  They are currently developing a new version of product,
which will be sold to GOJO along with the patent estate.

     In  fiscal  1997,  the  Company  incurred  costs for  printing  promotional
brochures,  travel to tradeshows and memberships in numerous food processing and
food  sanitation  associations,  and costs  related  to  establishing  strategic
alliances or licensing  agreements  with selected  distributors  in an effort to
position the Company as a health and food safety solutions provider. In 1998 the
Company raised a total of $1,407,905 by sale of its stock and conversion of some
options. The Company continued research and development for a newer model of the
Hygiene Guard and abandoned  efforts to market the original Hygiene Guard Series
4000 as well as its plans to become a complete health and food safety  solutions
provider. As a consequence the Company wrote off $371,082 in inventory parts and
in abandonment of the prototype.

LIQUIDITY AND CAPITAL RESOURCES

     The Company  sustained a loss of $143,986 and has had no revenue other than
the payments from GOJO  Industries.  In order for the Company to attract capital
it issued 434,034 shares at $0.29 per share during the year and from conversions
of options and payment  creditors in stock. The Company's  working capital as of
November 30, 1999 was approximately $18,589 with its assets consisting mostly of
cash.

RISK FACTORS

     The Company's  business,  results of operations and financial condition are
subject to the following risk factors:

                                       6
<PAGE>

LIMITED  OPERATING  HISTORY:  SIGNIFICANT  AND CONTINUING  LOSSES.  Although the
Company was formed in 1990, as far as the  development,  manufacture and sale of
the Hygiene  Guard  product  series is  concerned,  it has  limited  operational
history upon which  investors may base an evaluation of its  performance  or any
assumption  as to the  likelihood  that  the  Company  will be  profitable.  The
Company's  prospects  must be  considered  in light of the risks,  problems  and
difficulties  frequently  encountered in the establishment of a new business and
the  development  and  commercialization  of new  products  based on  innovative
technology.  There can be no assurance that the Company will be able to generate
significant revenues or achieve profitability.

The Company was dependent upon GOJO as its main source of revenue. Subsequent to
November  30,  1999,  GOJO  made  a  determination   not  to  proceed  with  the
commercialization  of the next  generation of Hygiene Guard  Systems.  In recent
communications,  GOJO cited the grant of a third party  patent for a similar use
and an initial  rejection of one of Net/Tech's  pending patent  applications  as
reasons for ceasing commercialization. GOJO has proposed transferring the patent
estate back to  Net/Tech in exchange  for  termination  of the  agreement  and a
general release.

TECHNOLOGICAL  FACTORS.  The Company has  abandoned  development  of the Hygiene
Guard product line. The Company is not developing new products.

MARKET  ACCEPTANCE.  Because  of the  contract  with  GOJO,  and  the  Company's
abandonment of the  development of a less expensive  Hygiene Guard  application,
the market for the Hygiene  Guard  product  line in effect  rested with GOJO and
GOJO has decided not to commercialize the product line.

DEPENDENCE  ON GOJO  CONTRACT.  The  Company's  main  source of revenue was from
payments from GOJO Industries and no further payments may be forthcoming.

NEED FOR ADDITIONAL FINANCING. As of the fiscal year the Company shows a working
capital of $18,589.  The Company  was  dependent  upon the initial and net sales
payments from GOJO as well as obtaining  additional  financing.  The Company may
not have enough cash to pay-off its current  payables and  operate.  There is no
assurance  that  additional  financing  will be  available.  The  Company has no
established borrowing arrangements or available line of credit.

SUBSEQUENT  EVENTS. The Company has entered into an agreement to acquire Results
Oriented Integration Corporation d/b/a ROI Corporation, a privately held Georgia
corporation. With the acquisition of ROI, the Company will be in a new business,
providing payment processing software to the e-commerce marketplace,  as well as
retail and mail order businesses.

ROI ACQUISITION

     ROI markets  software that processes  electronic  payment  transactions for
companies selling through Internet  e-commerce,  retail outlets,  and mail order
call  centers.  ROI's primary  software is  "e-transaction  middleware"  that is
certified to provide access to credit card and check authorization  networks for
application software from companies like Binary Tree, Computer Associates,  J.D.
Edwards,  Friedman  Corporation,  HarrisData,  Intentia,  LANSA, VAI, and dozens
more.   ROI's   middleware   is   used   in   both    business-to-business   and
business-to-consumer  transactions by companies  ranging from very small to very
large Internet marketers and retailers,  including Alltel,  Brunswick,  800.com,
IBM, Omaha Steaks, and Skytel.

     ROI is a leader in credit card  processing  software  for the IBM AS/400 in
the  United  States.  The AS/400 is one of the  world's  most  popular  business
computers,  with more than 650,000 systems sold in more than 150 countries.  The
Company  believes  the  availability  of  additional  capital  will allow ROI to
leverage its position and expand internationally.  Additionally,  ROI intends to
offer its new ROI JavaCardTM  middleware on other systems like Unix,  Linux, and
Windows. To further broaden its offerings,  the Company will pursue acquisitions
of other software companies whose products are complementary to ROI's.

     Once all of the terms and  conditions of the agreement for the  acquisition
of ROI have been met, ROI's  shareholders will have controlling  interest in the
Company, ROI management will replace Net/Tech management,

                                       7
<PAGE>

and the name of the Company  will be changed to ROI. The Company  believes  that
the potential market for ROI products and services will continue to grow rapidly
as more and more companies implement e-commerce systems.

     The Company must issue (after a 1-for-6 reverse split) a total of 6,118,918
shares of Common Stock, par value $.01 per share, to be exchanged for all of the
issued and  outstanding  shares of common stock of ROI. These shares will not be
registered under the Securities Act of 1933, as amended,  and must be held for a
minimum of two years. 2,352,988 of these shares will be delivered at closing and
3,765,930 of these shares will be held in escrow,  with a portion  released each
year based on the Company's  Net Income  Before  Income Taxes  ("NIBIT") for the
fiscal years ending in 2000,  2001,  2002,  2003,  2004,  and 2005.  Each year's
released  shares must be held for a minimum of one year.  Except for the minimum
holding period, all of these shares are subject to piggyback registration rights
which will enable the holder of such shares to have such shares registered along
with any possible future registration of shares of the Company.

RISK FACTORS

FINANCIAL  PERFORMANCE.  The Company has incurred operating losses for the years
ending November 30, 1997,  1998, and 1999. The Company's  financial  information
can be found in its 10-KSB and 10-QSB filings.  Additional financial information
can be found in the addenda to this  Memorandum.  ROI incurred an operating loss
in its fiscal year ending June 30, 1998, and had operating profits in its fiscal
year ending June 30, 1999,  and for the  six-month  period  ending  December 31,
1999. Appendix A includes the audited financial statements of ROI for the fiscal
years ended June 30, 1998, and 1999, the unaudited  financial  statements of ROI
for the six  months  ended  December  31,  1999,  and  the  unaudited  financial
statements of the Company for the fiscal year ended November 30, 1999.  Appendix
B includes the pro forma financial statements for the combination of the Company
and ROI for the fiscal year ended November 30, 1999, and the pro forma financial
statements projected for ROI for the fiscal years ending June 30, 2000 and 2001.
Upon completion of the acquisition of ROI, the Company's fiscal year end will be
changed from November 30 to June 30. There can be no assurance that the business
will be profitable in the future.

COMPETITION. In the IBM AS/400 market, ROI products have achieved acceptance and
are  installed  on  approximately  1,000  systems.  In the new markets for other
computer systems that the Company intends to enter,  some of the competitors are
much larger and more established and are better capitalized, leaving the Company
at a substantial disadvantage.

ADDITIONAL CAPITAL REQUIREMENTS.  The Company believes that the proceeds of this
offering,  together with cash flow from  operations will be adequate to meet the
Company's  short term working  capital  requirements.  No assurance can be given
that the  Company  will not  require  additional  debt or  equity  financing  to
maintain and support its operations,  or that the Company will be able to obtain
such financing when and if required.

NO ASSURANCE OF SUCCESSFUL EXPANSION. ROI currently offers software only for IBM
AS/400 computer systems in the United States.  The Company intends to expand the
market for ROI  products  onto  additional  types of  computer  systems and into
international  markets.  The Company also intends to pursue the  acquisition  of
companies whose products are  complementary  to ROI's. No assurance can be given
that  such  expansion  will be  successful  or that  such  acquisitions  will be
accomplished.

NO ASSURANCE OF MEETING  PROJECTIONS.  Any return to shareholders of the Company
will be  dependent  upon the  success of the Company in  achieving  the sales as
forecast and in operating  the Company  within  anticipated  costs.  There is no
guarantee or assurance  that such success will be achieved or  maintained  for a
specific period of time. Sales may be adversely affected by various industry and
technological factors, or any adverse changes in general economic conditions. If
the Company does not achieve its projected operating results,  any investment in
the Company could be uneconomic.

TRADING MARKET.  The Company's  common stock is traded on the OTC Bulletin Board
under the symbol "NTTI." However,  the Company  considers its common stock to be
"thinly  traded" and there can be no assurance  that an active trading market in
the  Company's  stock will be  maintained.  In the absence of such a market,  an
investor  may  find it more  difficult  to sell the  stock  offered  hereby.  In
addition,  the stock market in recent years has  experienced  extreme  price and
volume  fluctuations that have  particularly  affected the market prices of many
small companies.  The trading price of the Company's common stock is expected to
be subject to significant fluctuations in response to

                                       8
<PAGE>

variations  in  quarterly  operating  results,  changes  in  analysts'  earnings
estimates,  announcements  of  technological  innovations  by the Company or its
competitors,  general  conditions  in the software  industry and other  factors.
These fluctuations,  as well as general economic and market conditions, may have
a material adverse effect on the market price of the Company's common stock.

NO  ASSURANCE  OF NASDAQ OR AMEX  LISTING.  The  Company  intends to apply for a
listing of its common stock on the NASDAQ Small Cap Stock Market or the American
Stock  Exchange  as soon as  practicable.  The Company  believes  that after the
closing this offering and the closing of the ROI  acquisition,  the Company will
meet the  requirements for such a listing.  However,  there is no assurance that
the common  stock will  qualify for a listing.  In  addition,  there are certain
subjective  criteria  for listing  applications.  Even if the Company  meets the
published requirements for listing, there can be no assurance that the NASDAQ or
the American Stock Exchange will list the Company's common stock.

CONTROL BY PRINCIPAL SHAREHOLDERS.  Upon completion of this offering and the ROI
acquisition,  the Company's three principal  shareholders will own a majority of
the  Company's  total  issued  and  outstanding  common  stock.  Such  principal
shareholders will be in a position to elect all the directors of the Company and
control the management and affairs of the Company.

DILUTION.  Purchasers of the Shares will incur an immediate  dilution in the net
tangible book value of such Shares upon the  completion of this offering in that
the net tangible  book value per Share  immediately  after such offering will be
significantly  less than the price per share at which the Shares are  purchased.
Dilution  represents the difference  between the price per share paid by the new
investor, after deduction of expenses, and the net tangible book value per share
after the offering.

SHARES  ELIGIBLE  FOR FUTURE SALE AND THE  EXERCISE OF OPTIONS AND  WARRANTS MAY
ADVERSELY  AFFECT THE MARKET FOR COMMON STOCK. The Company has issued shares and
will issue additional shares considered "restricted securities" that may be sold
pursuant  to Rule 144 of the  Securities  Act of 1933.  Rule  144  provides,  in
essence,  that a person that is an affiliate of the Company holding  "restricted
securities"  for a period of one year may sell only an amount every three months
equal to the greater of: (i) one percent of the Company's issued and outstanding
shares;  or (ii) the average  weekly  volume of sales  during the four  calendar
weeks preceding the sale. Persons who are not affiliates of the Company may sell
without volume  limitation  their shares held for two years if there is adequate
current public information concerning the Company. The sale in the public market
of common stock may adversely affect  prevailing  market prices of common stock.
The  exercise of  outstanding  options and warrants  will dilute the  percentage
ownership of stockholders. Sales in the public market of common stock underlying
such options or warrants may adversely affect prevailing market prices of common
stock.  Moreover,  the  terms  upon  which  the  Company  will be able to obtain
additional  equity  capital may be adversely  affected since the holders of such
outstanding  securities  can be  expected to exercise  their  respective  rights
therein at a time when the Company would, in all  likelihood,  be able to obtain
any needed capital on terms more favorable to the Company than those provided in
such securities.

LIMITATION  ON DIRECTOR  LIABILITY.  As permitted by Delaware law, the Company's
Certificate of Incorporation limits the liability of directors to the Company or
its stockholders for monetary damages for breach of a director's  fiduciary duty
except for liability in certain instances.  As a result of the Company's charter
provision  and Delaware  law,  stockholders  may have limited  rights to recover
against directors for breach of fiduciary duty.

DIVIDEND  POLICY.  It is the  present  policy of the Company not to pay any cash
dividends.  Payment of  additional  dividends in the future will depend upon the
Company's growth, profitability,  financial condition and other factors that the
board of directors of the Company may deem relevant.

                                       9
<PAGE>

ITEM 7  FINANCIAL STATEMENTS
----------------------------

     The financial  statement and supplementary  data listed in the accompanying
Index to Financial Statements are attached as part of this report.

NET/TECH INTERNATIONAL, INC.

LIST OF FINANCIAL STATEMENTS

The following financial statements of Net/Tech International,  Inc. are included
in Item 7:

Balance Sheets                                                               F 1

Statements of Loss                                                           F 2

Average Share Information                                                    F 3

Statements of Cash Flows                                                     F 4

Statements of Shareholders' Equity - Inception Through November 30, 1999     F 5


All other  schedules for which  provision is made in the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

                                       10
<PAGE>

Net/Tech International, Inc.
Balance Sheets

<TABLE>
<CAPTION>
                                                          November 30,    November 30,
                                                             1999            1998
Assets
------

Current Assets
<S>                                                       <C>             <C>
  Cash                                                    $    18,589     $   160,334
  Accounts receivable                                          24,000           9,437
  Inventory
  Prepaid expenses                                              3,168          12,419
                                                          ---------------------------
    Total Current Assets                                       45,757         182,190
                                                          ---------------------------
Fixed Assets
  Leasehold improvements                                           --          10,126
  Furniture and fixtures                                           --          44,024
  Machinery and equipment                                          --          18,898
                                                          ---------------------------
                                                                   --          73,048
  Less Accumulated Depreciation                                    --          26,474
                                                          ---------------------------
                                                                   --          46,574
                                                          ---------------------------
Intangible Assets
  Patent application costs (net of accumulated
    amortization of $5,000 and $21,144 respectively)           20,000          52,633

Other Assets
  Security deposits                                            10,850          10,850
                                                          ---------------------------
    Total Assets                                          $    76,607     $   292,247
                                                          ===========================
Liabilities and Stockholdrs' Equity
Current Liabilities
  Accounts payable and accrued expenses and interest      $   173,745     $   148,483
  Obligations under capital lease, current portion                 --           1,759
                                                          ---------------------------
    Total Liabilities                                         173,745         150,242
                                                          ---------------------------
Stockholders' Equity (Deficit)
  Common Stock, $.01 par value: 20,000,000 authorized;
    9,758,671 and 9,324,637 shares issued and
    outstanding, respectively                                  97,587          93,246
  Additional paid-in capital                                5,980,800       5,920,140
  Deficit                                                  (6,175,525)     (5,871,382)
                                                          ---------------------------
    Total Stockholders' Equity                                (97,138)        142,004
                                                          ---------------------------
Total liabilities and stockholders' equity                $    76,607     $   292,246
                                                          ===========================
</TABLE>

See accompanying notes to consolidated financial statements are an integral part
of these financial statements

                                      F-1
<PAGE>

Net/Tech International, Inc.
Statement of Losses

<TABLE>
<CAPTION>
                                                    For the Year    For the Year    For the Year
                                                       Ended           Ended           Ended
                                                    November 30,    November 30,    November 30,
                                                        1999            1998            1997
                                                    -------------------------------------------
<S>                                                 <C>             <C>             <C>
Revenue                                             $   158,381     $    36,022     $        --

Costs and Expenses:
   Cost of Sales                                         12,535          14,674              --
    Marketing, general & administrative expenses        295,211       1,298,821         814,604
    Research, development and related expenses           25,298         419,013         391,939
    Litigation Settlement                                80,904
    Depreciation and amortization                        20,419          20,266          18,974
                                                    -------------------------------------------
Operating Loss                                         (275,986)     (1,716,752)     (1,225,517)

Other (income) and expense
    Interest Income                                      (2,602)        (16,366)
    Interest Expense                                        276             409             627
    Loss on abandonment of assets                        30,483         371,082
                                                    -------------------------------------------

Net Income (Loss)                                   $  (304,143)    $(2,071,877)    $(1,226,144)
                                                    ===========================================

Net Income (loss) per share                               (0.03)          (0.29)          (0.20)

Number of Shares Used In Computation                  9,680,894       7,085,086       6,024,262
</TABLE>

See accompanying notes to consolidated financial statements are an integral part
of these financial statements

                                      F-2
<PAGE>

Average Share Information
Opening                                       9,325,339
December                                      9,425,339
January                                       9,592,005
February                                      9,758,671
March                                         9,758,671
April                                         9,758,671
May                                           9,758,671
June                                          9,758,671
July                                          9,758,671
August                                        9,758,671
September                                     9,758,671
October                                       9,758,671
November                                      9,758,671
Closing                                       9,680,894

                                      F-3
<PAGE>

Net/Tech International, Inc.
Statement of Cash Flows

<TABLE>
<CAPTION>
                                                         For the Year    For the Year   For the Year
                                                            Ended          Ended            Ended
                                                         November 30,    November 30,    November 30,
                                                             1999            1998            1997
                                                         -------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                      <C>             <C>             <C>
  Net profit (loss)                                      $  (304,143)    $(2,071,877)    $(1,226,144)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
    CASH USED IN OPERATING ACTIVITIES
      Depreciation                                            16,091          12,873          14,564
      Amortization of intangible assets                        2,500           7,394           4,410
      Loss (gain) on disposal of assets                       60,616         119,795              --
      Compensation paid in common stock                      202,905         219,000
      Accounts receivable                                    (14,563)         (9,437)             --
      Inventory                                               41,479         (41,479)
      Prepaid expenses                                         9,251         (12,419)             --
      Security deposits                                       (6,806)         17,990
      Accounts payable, accrued expenses and interest         25,262          44,486          74,833
      Accrued compensation                                  (125,000)             --
      Deposits                                                 1,600              --
      Other                                                      (84)             --
                                                         -------------------------------------------
      Total Adjustments                                       99,157         276,786         289,318
                                                         -------------------------------------------
NET CASH (USED IN) OPERATING ACTIVITIES                     (204,986)     (1,795,091)       (936,826)
                                                         -------------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES:
    Purchase of property and equipment-net                        --         (80,572)        (99,695)
                                                         -------------------------------------------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                    65,000       1,205,000       1,312,750
  Proceeds from options sold                                      --         480,000
  Principal payments under capital leases                     (1,759)         (1,505)         (1,287)
                                                         -------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     63,241       1,203,495       1,791,463
                                                         -------------------------------------------
NET INCREASE (DECREASE) IN CASH                             (141,745)       (672,168)        754,942
CASH AT BEGINNING OF YEAR                                    160,334         832,502          77,560
                                                         -------------------------------------------
CASH AT END OF YEAR                                      $    18,589     $   160,334     $   832,502
                                                         ===========================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
    Interest                                             $       276     $       409     $       627
    Income taxes                                         $        --     $        --     $        --
</TABLE>

Supplemental schedule of noncash activities:
The  Company  recognized  consulting  expense  of $12,605  for  common  stock in
connection  with  contracts  to  vendors.  The  Company  recognized  $170,000 in
compensation expense on options granded an employeee. The expense was calculated
on the  difference  between the fair market value of the stock less the exercise
price on the date of the grant. The Company abandoned its original prototype and
sustained  a loss of  $119,795  which  was net of  accumulated  depreciation  of
$6,495.  The Company  abandoned all of its inventory in relation to the original
prototypes and sustained a loss in the amount of $251,288.

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

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
Net/Tech International, Inc.
Statement of Stockholders' Equity (Deficit)
Inception Through November 30, 1999                                                                       Total
                                            Common         Stock        Additional       Deficit      Shareholders'
                                            Shares         Amount     Paid-in Capital                Equity (Deficit)

January 10, 1990 (Inception)
<S>                                        <C>          <C>            <C>             <C>             <C>
Shares issued at $.01 per unit             3,162,500    $    31,625    $        --     $        --     $    31,625
For cash-private placement                    25,000            250                                            250
For promotional service provided             750,000          7,500                                          7,500
For subscription receivable                  100,000          1,000                                          1,000
For organizational costs provided            200,000          2,000                                          2,000
For patent assignment

Shares issued at $1.00 per unit
For cash-private placement                   130,000          1,300        128,700                         130,000
Exercise of Options                           30,000            300         29,700                          30,000

Net (Loss)                                                                                (154,151)       (154,151)
                                         -------------------------------------------------------------------------
Balance November 30, 1990                  4,397,500         43,975        158,400        (154,151)         48,224

December 1,1990 to November 30,1991
Net (Loss)                                                                                (144,403)       (144,403)
                                         -------------------------------------------------------------------------
Balance November 30, 1991                  4,397,500         43,975        158,400        (298,554)        (96,179)

Shares issued at $7.00 per share
  for cash - IPO                             149,110          1,491      1,042,279                       1,043,770
Shares issued at $2.32 per share
  for convertible note                        55,787            558        129,426                         129,984
Shares issued at $2.00 per share
  for inside A Warrants                       10,000            100         19,900                          20,000
Shares issued at $2.67 per share
  for inside B Warrants                       10,000            100         26,600                          26,700
Reduction of defered offering costs                                       (212,813)                       (212,813)
Net (Loss)                                                                                (662,629)       (662,629)
                                         -------------------------------------------------------------------------
Balance November 30,1992                   4,622,397         46,224      1,163,792        (961,183)        248,833
Shares issued at $7.50 per share
  for - IPO Warrants                          33,230            332        248,893                         249,225
Shares issued at $4.66 per share
  for convertible Note A Warrants                500              5          2,325                           2,330
Shares issued at $2.00 per share
  for inside A Warrants                       25,000            250         49,750                          50,000
Shares issued at $2.67 per share
  for inside B Warrants                        5,000             50         13,320                          13,370
Proceeds from private placement:
  Shares issued at $2.50 per share            60,000            600        148,386                         148,986
  Shares issued at $6.00 per share             3,000             30         17,870                          17,900
  Shares issued at $2.42 per share            92,000            920        222,080                         223,000
  Shares issued at $2.33 per share            10,000            100         23,250                          23,350
Shares issued at $4.00 per share
  for professional services                    2,000             20          7,980                           8,000
Net (Loss)                                                                                (656,814)       (656,814)
                                         -------------------------------------------------------------------------
Balance November 30,1993                   4,853,127         48,531      1,897,646      (1,617,997)        328,180
Proceeds from private placement:
  shares issued at $2.75 per share             2,000             20          5,480                           5,500
Net (Loss)                                                                                (521,615)       (521,615)
                                         -------------------------------------------------------------------------
Balance November 30, 1994                  4,855,127         48,551      1,903,126      (2,139,612)       (187,935)
Net (Loss)                                                                                (235,508)       (235,508)
                                         -------------------------------------------------------------------------
Balance November 30, 1995                  4,855,127         48,551      1,903,126      (2,375,120)       (423,443)
Shares issued at $1.25 per share for
  inside A&B Warrants                        149,874          1,499        185,844                         187,343
Proceeds from private placement:
  shares issued at $0.25 per share           150,000          1,500         36,000                          37,500
Shares issued at $1.00 per share
  to acquire Pressure Point Tech              25,000            250         24,750                          25,000
Shares issued at $1.00 per share
  for convertible loan                       517,211          5,172        512,039                         517,211
Net (Loss)                                                                                (198,241)       (198,241)
                                         -------------------------------------------------------------------------
 Balance November 30, 1996                 5,697,212         56,972      2,661,759      (2,573,361)        145,370
Proceeds from private placement:
  Shares issued at $1.25 per share           626,000          6,260        776,240                         782,500
Sale of Options for $1.00 per option
  with an exercise price of $2.50                 --             --        200,000                         200,000
Sale of Options for $0.25 per option
  with an exercise price of $2.50                 --             --        270,000                         270,000
Shares issued at $1.50 per share upon
  exercise of stock options                  349,998          3,500        521,500                         525,000
Shares issued upon exercise of
  stock options                               16,000            160         15,090                          15,250
Compensation expense for issuance of
  stock options                                                             94,000                          94,000
Net (Loss)                                                                              (1,226,144)     (1,226,144)
                                         -------------------------------------------------------------------------
Balance November 30, 1997                  6,689,210         66,892      4,538,589      (3,799,505)        805,976
Shares issued at $2.00 per share             245,000          2,450        487,550                         490,000
Shares issued upon exercise of
  stock options                               20,000            200         24,800                          25,000
Shares issued at $1.25 per share             100,000          1,000        124,000                         125,000
Shares issued for consulting service          11,858            119         27,486                          27,605
Shares issued as compensation                  1,429             14          4,986                           5,000
Shares issued at $1.75 per share              57,143            571         99,429                         100,000
Shares issued at $1.50 per share             100,000          1,000        149,000                         150,000
Proceeds from private placement:
  Shares issued at $0.15 per share         2,099,997         21,000        294,000                         315,000
Compensation expense for issuance of
  stock options                                                            170,300                         170,300
Net (Loss)                                                                              (2,071,877)     (2,071,877)
                                         -------------------------------------------------------------------------
Balance November 30, 1998                  9,324,637         93,246      5,920,140      (5,871,382)        142,004
Shares issued upon exercise of
  stock options                              434,034          4,341         60,660                          65,001
Net (Loss)                                                                                (304,143)       (304,143)
                                         -------------------------------------------------------------------------
Balance November 30, 1999                  9,758,671    $    97,587    $ 5,980,800     $(6,175,525)    $   (97,138)
                                         =========================================================================
</TABLE>

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

                                      F-5