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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended June 30, 2001

Commission File Number: 000-28065

ISNI.NET, INC.
(Name of small business issuer in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 58-2489419                          
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

204 EAST MCKENZIE STREET, UNIT D
PUNTA GORDA, FL 33950
(Address of principal executive offices, including zip code)

(941) 575-7878
(Issuers telephone number, including area code)

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

Securities registered pursuant to
Section 12(g) of the Act:

COMMON STOCK, $0.0001 PAR VALUE
(Title of Class)





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The registrant 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 has been subject to the filing requirements for at least the past
90 days.

Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this form, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The registrant had revenues of $508,352 for the fiscal year ended June
30, 2001.

The registrant cannot accurately determine the market value of its
common equity at this time because there is no trading market for the stock as
of the time of this filing.

There were 26,743,000 of the Registrants Common Stock Shares
outstanding on June 30, 2001.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [x]

DOCUMENTS INCORPORATED BY REFERENCE

Section 14(c) Information Statement filed September 18, 2001





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|                                 |                                                                                                               |                                                                                   |  |  |  |  |  | 
|-------------------------------- | ------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I                          
|                                 | ITEM 1. DESCRIPTION OF BUSINESS                                                                              
|                                 |                                                                                                               | General.                                                                         
|                                 |                                                                                                               | WWIs Business.                                                                  
|                                 |                                                                                                               | Corporate History.                                                               
|                                 |                                                                                                               | Industry Overview.                                                               
|                                 |                                                                                                               | Strategy.                                                                        
|                                 |                                                                                                               | Services.                                                                        
|                                 |                                                                                                               | Seasonality.                                                                     
|                                 |                                                                                                               | Customer Care.                                                                   
|                                 |                                                                                                               | Marketing.                                                                       
|                                 |                                                                                                               | Technology and Development.                                                      
|                                 |                                                                                                               | Competition.                                                                     
|                                 |                                                                                                               | Government Regulation.                                                           
|                                 |                                                                                                               | Personnel.                                                                       
|                                 |                                                                                                               | Business Risks.                                                                  
|                                 | ITEM 2. DESCRIPTION OF PROPERTY.                                                                             
|                                 |                                                                                                               | ITEM 3. LEGAL PROCEEDINGS.                                                       
|                                 | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                 
|                                 | ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                            
|                                 | ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.               
|                                 |                                                                                                               | Statement of Operations.                                                         
|                                 |                                                                                                               | Results of Operations.                                                           
|                                 |                                                                                                               | Cost of revenues.                                                                
|                                 |                                                                                                               | Liquidity and Capital Resources.                                                 
|                                 |                                                                                                               | Seasonal Aspects of Business.                                                    
|                                 |                                                                                                               | Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995.
|                                 | ITEM 7. FINANCIAL STATEMENTS.                                                                                
|                                 | Independent Auditors Report.                                                                                
|                                 | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                
|PART III                        
|                                 | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
|                                 |                                                                                                               | Other Management Information.                                                    
|                                 |                                                                                                               | Section 16(a) Beneficial Ownership Reporting Compliance.                         
|                                 | ITEM 10. EXECUTIVE COMPENSATION.                                                                             
|                                 | Annual Compensation.                                                                                         
|                                 |                                                                                                               | SUMMARY COMPENSATION TABLE                                                       
|                                 | ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                                     
|                                 |                                                                                                               | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                                  
|                                 |                                                                                                               | SHARES BENEFICIALLY OWNED BY MANAGEMENT                                          
|                                 |                                                                                                               | Possible Change of Control.                                                      
|                                 | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                                     
|PART IV                         
|                                 | ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.                                                                   
|SIGNATURES                      
|CONSENT OF ALLAN M. LERNER, P.A.



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TABLE OF CONTENTS

|        |  |         |  |                                                     |  |                                                                     |    |  |    |  |    | 
|------- |  | ------- |  | --------------------------------------------------- |  | ------------------------------------------------------------------- | -- |  | -- |  | -- | 
|PART I  |  |         |  |                                                     |  |                                                                     |    |  |    |  | 4  | 
|       
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|       
|        |  | ITEM 1. |  | DESCRIPTION OF BUSINESS                             |  |                                                                     | 4  | 
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|        |  |         |  |                                                     |  | General                                                             |    |  | 4  | 
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|        |  |         |  |                                                     |  | WWI's Business                                                      |    |  | 5  | 
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|        |  |         |  |                                                     |  | Corporate History                                                   |    |  | 5  | 
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|        |  |         |  |                                                     |  | Industry Overview                                                   |    |  | 6  | 
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|        |  |         |  |                                                     |  | Strategy                                                            |    |  | 7  | 
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|        |  |         |  |                                                     |  | Services                                                            |    |  | 8  | 
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|        |  |         |  |                                                     |  | Seasonality                                                         |    |  | 9  | 
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|        |  |         |  |                                                     |  | Customer Care                                                       |    |  | 9  | 
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|        |  |         |  |                                                     |  | Marketing                                                           |    |  | 10 | 
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|        |  |         |  |                                                     |  | Technology and Development                                          |    |  | 10 | 
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|        |  |         |  |                                                     |  | Competition                                                         |    |  | 10 | 
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|        |  |         |  |                                                     |  | Government Regulation                                               |    |  | 11 | 
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|        |  |         |  |                                                     |  | Personnel                                                           |    |  | 13 | 
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|        |  |         |  |                                                     |  | Business Risks                                                      |    |  | 13 | 
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|        |  |         |  |                                                     |  | We Are a Relatively New Company and Have a History of Operating     |    |  |    | 
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|        |  |         |  |                                                     |  | Losses                                                              |    |  | 13 | 
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|        |  |         |  |                                                     |  | Our Accountants Have Issued an Opinion Which Places In Doubt Our    |    |  |    | 
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|        |  |         |  |                                                     |  | Ability to Continue As a Going Concern                              |    |  | 13 | 
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|        |  |         |  |                                                     |  | We Cannot Control All of the Factors That Will Affect Our Success   |    |  | 14 | 
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|        |  |         |  |                                                     |  | Our Quarterly Operating Results May Fluctuate Significantly         |    |  | 14 | 
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|        |  |         |  |                                                     |  | Our Revenues Depend on Our Ability to Attract and Retain            |    |  |    | 
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|        |  |         |  |                                                     |  | Subscribers                                                         |    |  | 14 | 
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|        |  |         |  |                                                     |  | Competition Is Intense and May Result in Reduced Revenues and       |    |  |    | 
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|        |  |         |  |                                                     |  | Profitability                                                       |    |  | 15 | 
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|        |  |         |  |                                                     |  | Our Growth Strategy Is Untested and Due to Lack of Funding, May be  |    |  |    | 
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|        |  |         |  |                                                     |  | Difficult to Implement                                              |    |  | 16 | 
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|        |  |         |  |                                                     |  | If We Cannot Attract and Retain Key Personnel, Our Business         |    |  |    | 
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|        |  |         |  |                                                     |  | Will Suffer                                                         |    |  | 16 | 
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|        |  |         |  |                                                     |  | Network Capacity Constraints, Systems Failures, and/or Dependence   |    |  |    | 
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|        |  |         |  |                                                     |  | Upon Local Telephone Companies and Other Third Parties Could Cause  |    |  |    | 
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|        |  |         |  |                                                     |  | Us to Lose Subscribers And/or Cause Installation Delays for New     |    |  |    | 
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|        |  |         |  |                                                     |  | Subscribers                                                         |    |  | 17 | 
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|        |  |         |  |                                                     |  | Our Network Is Vulnerable to Security Risks, Such as Hacking And    |    |  |    | 
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|        |  |         |  |                                                     |  | Viruses                                                             |    |  | 18 | 
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|        |  |         |  |                                                     |  | If We Fail to Adapt to Technology Trends and Evolving Industry      |    |  |    | 
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|        |  |         |  |                                                     |  | Standards, We Will Not Be Competitive                               |    |  | 18 | 
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|        |  |         |  |                                                     |  | We must Be Able to Anticipate and Respond to Changing Consumer      |    |  |    | 
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|        |  |         |  |                                                     |  | Demands                                                             |    |  | 19 | 
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|        |  |         |  |                                                     |  | Government Regulation May Increase Our Costs of Doing Business      |    |  | 19 | 
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|        |  |         |  |                                                     |  | We Need to Raise Additional Capital in 2001-2002 in Order to Be     |    |  |    | 
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|        |  |         |  |                                                     |  | Successful                                                          |    |  | 20 | 
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|        |  |         |  |                                                     |  | You May Have Difficulty Buying and Selling Our Common Stock         |    |  | 20 | 
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|        |  |         |  |                                                     |  | If Our Common Stock Trades below $5.00 per Share, it Will Be Deemed |    |  |    | 
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|        |  |         |  |                                                     |  | to Be a "Penny
Stock" and Will Be Subject to the Penny Stock Rules. |    |  |    | 
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|        |  |         |  |                                                     |  | This Could Affect Your Ability to Resell the Stock in the Market    |    |  | 21 | 
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|        |  |         |  |                                                     |  | We Have Never Paid a Dividend and Do Not Anticipate Doing So in the |    |  |    | 
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|        |  |         |  |                                                     |  | Foreseeable Future                                                  |    |  | 21 | 
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|        |  |         |  |                                                     |  | The Concentration of Ownership of Our Common Stock May Limit        |    |  |    | 
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|        |  |         |  |                                                     |  | Your Ability to Influence Matters Involving the Company             |    |  | 21 | 
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|        |  |         |  |                                                     |  | Reports with the Securities and Exchange Commission                 |    |  | 22 | 
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|        |  | ITEM 2. |  | DESCRIPTION OF PROPERTY                             |  |                                                                     | 22 | 
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|        |  | ITEM 3. |  | LEGAL PROCEEDINGS                                   |  |                                                                     | 22 | 
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|        |  | ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |  |                                                                     | 22 | 
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|PART II |  |         |  |                                                     |  |                                                                     |    |  |    |  | 22 | 

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|         |  |          |  |                                                     |  |                                                               |    |  |    |  |    | 
|-------- |  | -------- |  | --------------------------------------------------- |  | ------------------------------------------------------------- | -- |  | -- |  | -- | 
|        
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|         |  | ITEM 5.  |  | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER    |  |                                                               |    | 
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|         |  |          |  |                                                     |  | MATTERS                                                       |    |  | 22 | 
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|         |  | ITEM 6.  |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL   |  |                                                               |    | 
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|         |  |          |  |                                                     |  | CONDITION AND RESULTS OF OPERATIONS                           |    |  | 24 | 
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|         |  |          |  |                                                     |  | Statement of Operations                                       |    |  | 25 | 
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|         |  |          |  |                                                     |  | Results of Operations                                         |    |  | 27 | 
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|         |  |          |  |                                                     |  | Cost of revenues                                              |    |  | 27 | 
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|         |  |          |  |                                                     |  | Liquidity and Capital Resources                               |    |  | 28 | 
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|         |  |          |  |                                                     |  | Seasonal Aspects of Business                                  |    |  | 29 | 
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|         |  |          |  |                                                     |  | Safe Harbor Statement under the Private Securities Litigation |    |  |    | 
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|         |  |          |  |                                                     |  | Reform Act of 1995                                            |    |  | 29 | 
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|         |  | ITEM 7.  |  | FINANCIAL STATEMENTS                                |  |                                                               | 29 | 
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|         |  |          |  |                                                     |  | Independent Auditors' Report                                  |    |  | 30 | 
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|         |  |          |  |                                                     |  | Notes to Financial Statements                                 |    |  | 35 | 
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|         |  | ITEM 8.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON    |  |                                                               |    | 
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|         |  |          |  |                                                     |  | ACCOUNTING AND FINANCIAL DISCLOSURE                           |    |  | 35 | 
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|PART III |  |          |  |                                                     |  |                                                               |    |  |    |  | 41 | 
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|         |  | ITEM 9.  |  | DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS;  |  |                                                               |    | 
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|         |  |          |  |                                                     |  | COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT             |    |  | 41 | 
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|         |  |          |  |                                                     |  | Other Management Information                                  |    |  | 43 | 
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|         |  |          |  |                                                     |  | Section 16(a) Beneficial Ownership Reporting Compliance       |    |  | 44 | 
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|         |  | ITEM 10. |  | EXECUTIVE COMPENSATION                              |  |                                                               | 44 | 
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|         |  |          |  |                                                     |  | Annual Compensation                                           |    |  | 44 | 
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|         |  |          |  |                                                     |  | Summary Compensation Table                                    |    |  | 44 | 
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|         |  | ITEM 11. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND |  |                                                               |    | 
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|         |  |          |  |                                                     |  | MANAGEMENT                                                    |    |  | 45 | 
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|         |  |          |  |                                                     |  | Security Ownership of Certain Beneficial Owners               |    |  | 45 | 
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|         |  |          |  |                                                     |  | Shares Beneficially Owned by Management                       |    |  | 46 | 
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|         |  |          |  |                                                     |  | Possible Change of Control                                    |    |  | 46 | 
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|         |  | ITEM 12. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS      |  |                                                               | 46 | 
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|PART IV  |  |          |  |                                                     |  |                                                               |    |  |    |  | 48 | 
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|         |  | ITEM 13. |  | EXHIBITS AND REPORTS ON FORM 8-K                    |  |                                                               | 48 | 
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|         |  |          |  |                                                     |  | SIGNATURES                                                    |    |  | 50 | 

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PART I




ITEM 1. DESCRIPTION OF BUSINESS




General.

We are an Internet service provider, commonly known as an ISP,
currently serving individuals and small businesses primarily in Charlotte
County, Florida. Our services include dial-up Internet access, web hosting
services, a complement to our Internet access business and other value-added
services, such as web page design and web server co-location. We offer up to 56K
modem access and ISDN (Integrated Digital Service Network) connectivity. As of
June 30, 2001, we served approximately 1,884 subscribers, including
approximately 60 complementary accounts primarily held by employees and
businesses that have generated customers for us. Our business model is to supply
high-speed and secure Internet and data services, including voice and video
services, to residential, corporate, and institutional subscribers in an
expanding scope of geographic areas utilizing state-of-the-art wireless
broadband technologies. In addition to dial-up Internet access and Web hosting,
we provide other value-added services such as Web page design and Web-server
co-location.

The Companys dial-up Internet access and web hosting are offered in
various price and usage plans designed to meet the needs of our customers. Our
web site address is http://www.ISNI.net. The information contained in this web
site is not part of this report.

On September 18, 2001 we filed an Information Statement with the
Securities and Exchange Commission pursuant to Section 14(C) of the Securities
and Exchange Act of 1934 (the Act) and Schedule 14C thereunder in connection
with a proposed merger with World Wide Internet, Inc. (WWI) which contains the
following key terms:



| |  |  | We have formed a wholly owned subsidiary corporation ISNI
Acquisitions, Inc.                                                                                                                                                                                                                
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | ISNI Acquisitions, Inc. will acquire from WWIs sole
stockholder, Ray Bolouri, all the outstanding shares of WWI.
in exchange for 19,500,000 shares of our Companys common
stock.                                                                                                          
|
| |  |  | Werner Ebner, the majority shareholder of our Company, will
exchange his 23,008,000 common shares of the Company for
3,900,000 newly created Class B Common Shares of the Company.
The Class B Shares will be identical in all respects to the
Companys Class A common shares, except that:



| |  |  |  | they are subject to a lock-up agreement and may not
be sold for an eight month period following the
closing of the merger, and                                 
| |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | if at the end of eight (8) months from the closing of
the merger transaction, the market value of Werner
Ebners 3,900,000 Class B common shares is less than
1

4



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| |  |  | million dollars, then we will issue Mr. Ebner
additional shares to increase the market value of his
holdings to $1,000,000. At the end of the eight-month
period, the Class B shares will be converted into the
Companys Class A common.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On August 30, 2001, by majority consent, 86% of our shareholders of
record, represented by Mr. Ebners shares, approved this transaction. The merger
is expected to close on about October 16, 2001.

The following reasons were cited for the proposed merger. ISNI.net,
Inc. is an Internet Service Provider (ISP) operating in the city of Punta Gorda
and surrounding areas of Charlotte County, Florida. We have been a publicly
reporting company filing with the Securities and Exchange Commission since
filing our initial registration statement in September of 1999. The shares of
ISNI.net, Inc. are not yet publicly traded. Werner Ebner, the President and
majority shareholder of ISNI has moved to the island of Cypress to actively
manage other business ventures on the island and wishes to divest himself of his
holdings within the United States. Following the merger Mr. Ebner will no longer
actively involve himself in the Company. Additional information with respect to
this proposed merger will be included in the Information Statement which we have
filed with the SEC and be available to the public over the Internet at the SECs
web site at http://www.sec.gov. The Company expects that the merger will expand
the geographic reach of the Companys business.




WWIs Business.

WWI is a private Delaware corporation that provides connectivity to the
Internet (as well as tailored IP-based) network services for businesses and
consumers. WWI provides connectivity to the Internet as well as tailored,
value-added IP-based network services for businesses and consumers. To provide
these services, WWI utilizes cutting edge technology of ATM in conjunction with
its low/fixed latency, high-throughput network, employing its advanced network
architecture and the Internet. WWIs service offerings for enterprises include
DAFs with a focus on backbone connectivity, VPNs, remote access services and Web
hosting services. These services enable enterprises to take advantage of
standard Internet tools such as browsers and high-performance servers for
customized data communications within an enterprise and between an enterprise
and its suppliers, partners and customers. These services combine the cost
advantages of broadband connectivity with nationwide access and standard
protocols of public networks and the customization, high performance,
reliability and security of private networks. To provide these services, WWI
employs ATM technology and a low/fixed latency, high-throughput network. WWIs
technology allows its customers to create virtual private networks providing
tailored network access, content and services to enterprise-defined end users.




Corporate History.

Our predecessor was formed under the laws of the State of Florida under the name

5



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##### Table of Contents



Internet Services Network, Inc. on October 9, 1997. Our predecessor engaged in
the business of providing Internet access services. By late 1998, Internet
Services Network, Inc. had acquired 800 subscribers, a number which increased to
more than 1,800 subscribers by June 2001.

On March 23, 2000, Internet Services Network, Inc. merged into Hawkeye
Corporation (our original name), a development stage company incorporated on
August 31, 1999, to engage in a merger or acquisition. As part of this merger
all of the issued and outstanding stock of Internet Services Network, Inc. was
exchanged for and converted into 24,000,000 shares of our voting common stock.
Upon completion of the merger, our name was changed to Internet Service Network,
Inc. Although not our official name at the time, we were doing business under
the name ISNI.net. Our stockholders voted in May 2000 to amend our Certificate
of Incorporation so that our official name became ISNI.net, Inc. We operate as
an Internet Service Provider (ISP) in the city of Punta Gorda and surrounding
areas of Charlotte County, Florida. We have been a publicly reporting company
filing with the Securities and Exchange Commission since filing our initial
registration statement September of 1999.




Industry Overview.

Internet access and related value-added services represent one of the
fastest growing segments of the telecommunications services marketplace.
Industry analyst NUA.com estimates as of August 2001, the Internet user
population exceeds:



| |  |  | 180 million in the United States and Canada;
| | - |  | --------------------------------------------
|
| |  |  | 25 million in Latin America; and            
|
| |  |  | 500 million worldwide.                      

Declining prices of personal computers, continuing improvements in
Internet connectivity, advancements in Internet navigation technology, and the
proliferation of services, applications, information, and other content on the
Internet are expected to continue to attract a rapidly growing number of
individual and commercial users.

As a result, numerous companies have moved into the Internet services
market, including:



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| |  telecommunications services providers;                                                                         
|
| |  online commercial information service providers;                                                               
|
| |  computer hardware and software providers;                                                                      
|
| |  cable television operators; and                                                                                
|
| |  other national, regional, and local companies engaged
primarily in the business of providing Internet services.

These companies pursue a wide variety of business strategies. For
example, cable television operators, who are not required to grant third party
Internet service providers access to their local networks, are deploying
high-speed cable modems among their cable television

6



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subscribers. Local telecommunication exchange carriers, which generally provide
third party Internet service providers with access to local networks, are
deploying high-speed data transmission technologies to support the provision of
Internet services. Other companies are pursuing the provision of ISDN or digital
subscriber lines as well as wireless broadband service for Internet use and data
transmission.

Of the numerous Internet service providers in the United States, many
have chosen to focus on the acquisition of business subscribers, while others
have directed their efforts to obtain individual subscribers. Most large
Internet service providers have also made a major investment in network
infrastructure in anticipation of future high subscriber growth. As a result,
the average national Internet service provider often experiences an extended
period of losses as it works to build a profitable base of subscribers in each
of the many markets it serves. In addition to these losses, national Internet
service providers are exposed to a high level of technological obsolescence risk
as Internet access technology continues to evolve at a very rapid pace.

In addition, development of the international Internet services market
promises similar growth as the demand for high-speed Internet services among
individuals, businesses, governments, and educational institutions continues to
increase in Europe, Asia, and Latin America.




Strategy.

Our business model is to create high user density in each geographic
area we serve, which will allow us to realize substantial marketing and
operating efficiencies. Our growth strategy focuses on continuing to add
high-speed Internet and data services customers in existing markets and to
quickly build a critical mass of subscribers in selected international markets.
Each of our subscribers will receive an Internet services package which provides
the subscribers with a pre-specified quantity of data at a high quality of
service while simultaneously offering our subscribers additional Internet
related services at pre-specified rates.

Elements of our business strategy include:



| |  |  | Attract and Retain New Domestic Subscribers. We will continue to
pursue small and medium size businesses, e-commerce companies,
and individual customers to enhance particular features of their
wireless and Internet service needs. The services we provide to
businesses will include specifically tailored Internet service
packages which permit fast and reliable Internet access, multiple
e-mail accounts, and posting and updating of the subscribers
Internet listings for a competitive fixed monthly fee.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Use of Advertising to Build Our Subscriber Base. We will use
newspaper, radio, television, and direct mail advertisements to
acquire individual and corporate subscribers quickly. In addition,
we intend to add subscribers by marketing to current customers of
other commercial Internet service providers.                                                                                                                                                                                                          

7



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| |  |  | Development of Value-added Revenues Streams  We intend to develop
value-added Internet access services, including dedicated
broadband connectivity, wireless Internet services, wireless local
loop systems, and satellite-aided data connection services. We
believe that the development of these new and emerging
technologies will provide an excellent platform for the
introduction of new value-added services to enhance the quality of
services which we can offer our existing and future subscribers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The withdrawal of our registration statement in February 2001, and
resulting lack of funds, has prevented the Company from implementing its
business plan, which included the implementation of: DSL and wireless broadband
systems (including the IQW and IQV wireless systems), the site survey,
propagation study, and start up costs for acquiring frequency spectrum to be
purchased from the FCC, Voice Over Internet Protocol, and the potential
acquisition of ISPs. We have also had to abandon our efforts to develop an
international market for our service and significantly reduce our advertising
campaign.




Services.

We offer Internet services tailored to meet the needs of both
individual and corporate Internet users. Our primary service offerings are
dial-up and broadband Internet access, as well as related value-added services.
For our individual and business subscribers, we offer dedicated high-speed
Internet access, Web hosting, Website design, and other similar services. Our
services are offered in several different packages to provide our subscribers
with a broad range of choices to satisfy their Internet needs. The majority of
our subscribers have monthly or quarterly subscriptions which are renewed each
month or each quarter, as applicable. In addition, our services may be purchased
in one year and two year blocks. Most subscribers are billed through automatic
monthly charges to their credit cards; however, payment by cash or check is also
permitted. In addition, we offer discounts on most of our services for
subscribers who prepay for such services. The services we presently provide our
subscribers include the following:



| |  |  | Internet Access. The most popular service we presently have is
a dial-up Internet access package which includes basic
Internet access and related Internet applications, such as
World-Wide-Web, and e-mail.                                                                                                                                                                             
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Web Hosting. We offer Web hosting for businesses and other
organizations who wish to create their own World Wide Web
sites without maintaining their own Web servers and high speed
Internet connections. This Web hosting service features
state-of-the-art servers for high-speed and reliability, high
quality connections to the Internet, and specialized customer
support services.
|
| |  |  | Domain Registration. We offer Web domain registration services
to our business and institutional subscribers which we provide
through our relationship with third party Web domain
registration services.                                                                                                                                                                                

8



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| |  |  | Web Page Design. We provide Web page design and certain
related services at a fixed pre-pay rate to our business
subscribers in a manner which permits us to market and offer
our other Internet access services to the subscriber.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Seasonality.

There is a strong seasonal influence which is associated with our
location in Southwest Florida, a popular winter residence for retirees from
northern States. As a consequence, during the winter months, subscriber numbers
increase rapidly and, during the summer months, they decrease significantly. Our
dial-up Internet access subscriber base (both paid and complementary) at the
conclusion of each calendar quarter during the past three years has been as
follows:

|     |  |          |       |         |  |              |       |             |  |  |       |  |  |  |       | 
|---- |  | -------- | ----- | ------- |  | ------------ | ----- | ----------- |  |  | ----- |  |  |  | ----- | 
|     |  | March
31 |       | June
30 |  | September
30 |       | December
31
|     |  |          |       |         |  |              |       |            
|2001 |  |          | 2,160 |         |  |              | 1,886 |             |  |  | 1,871 |  |  |  |      | 
|    
|    
|    
|    
|2000 |  |          | 2,062 |         |  |              | 1,856 |             |  |  | 1,950 |  |  |  | 2,430 | 
|    
|    
|    
|    
|1999 |  |          | 1,294 |         |  |              | 1,622 |             |  |  | 1,551 |  |  |  | 1,858 | 

At the end of 2000 we began offering our customers who are part-time
Southwest Florida residents the ability to maintain their e-mail account with us
and we will forward their e-mail communications to their summer residences
accounts during periods when they are not in residence in Southwest Florida. We
will charge a monthly fee of $5.00 for this service. We believe that this new
service will help recapture these individuals as full-paying subscribers when
they return to our service area during the winter months. The extent to which
this new service is successful may not be known until the end of the next fiscal
year.




Customer Care.

Our goal of 100% subscriber satisfaction begins with providing superior
systems and network performance. We focus on scalability, reliability, and speed
in the technical design and maintenance of our systems. In addition to the
provision of superior systems and network performance, we emphasize high quality
customer care and technical support. We strive to retain our subscribers by
providing prompt responses to their problems, inquiries, and needs.

Individuals and businesses accessing the Internet have many different
computer hardware configurations and widely varying levels of computer
sophistication. Consequently, we must be able to efficiently and effectively
address, among other things:



| |  |  | problems affecting a wide variety of hardware systems;
| | - |  | ------------------------------------------------------

9



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| |  |  | start-up or other basic problems of new subscribers and new Internet users; and
| | - |  | -------------------------------------------------------------------------------
|
| |  |  | highly technical issues that sophisticated subscribers may encounter.          

In addition to diagnosing and resolving subscribers technical
problems, we answer questions concerning account status, respond to software
requests, and provide configuration information. Our subscribers can access all
of our customer support services via telephone or by e-mail. We maintain on our
Web site a description of our customer care services and provide technical
assistance.




Marketing.

Our marketing strategy focuses on penetration of selected markets in
order to acquire and attain a critical mass of individual, commercial, and
institutional subscribers to support profitable operations. We use a variety of
sources to communicate our marketing message, including newspaper, radio,
television, and online advertising, as well as targeted direct mail marketing.
Our budget allocation for advertising has been cut-back due to financial
constraints.




Technology and Development.

Although we do not focus a significant amount of our resources on
creating new technologies, we constantly evaluate new technologies and
applications for possible introduction or incorporation into our services. Where
appropriate, we intend to partner with other corporations to bring new
technologies to our current and future customers. However, our lack of funding
may inhibit us from being well positioned to efficiently market and deploy such
new and emerging technologies as they become available and to incorporate such
technologies into the value-added services we offer.




Competition.

The market for the provision of Internet access services to
individuals, corporations, and institutions is extremely competitive and highly
fragmented. We expect that such competition will continue to intensify. We
believe that several of the primary competitive factors in determining our
success are:



| |  |  | reputation for reliability and service;
| | - |  | ---------------------------------------
|
| |  |  | pricing;                               
|
| |  |  | effective customer support;            
|
| |  |  | access speed;                          
|
| |  |  | access to capital;                     
|
| |  |  | creative marketing;                    
|
| |  |  | easy-to-use software; and              
|
| |  |  | graphic coverage.                      

10



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Our current and prospective competitors include many companies which
have varying degrees of market presence, financial resources, and technical
expertise, in most instances superior to ours. We currently compete or expect to
compete with the following types of Internet service providers:



| |  |  | commercial on-line service providers (such as America OnLine);                                   
| | - |  | -------------------------------------------------------------------------------------------------
|
| |  |  | other local, national, and regional Internet service providers (including Sunline
and EarthLink);
|
| |  |  | computer hardware and software companies (such as IBM, Microsoft, Dell, and
Gateway);            
|
| |  |  | regional and national telecommunication providers (including AT&T, MCI
WorldCom, and Sprint);    
|
| |  |  | cable television operators (such as Comcast, Time Warner, Inc., and AT&T);                       
|
| |  |  | wireless communications companies;                                                               
|
| |  |  | satellite companies; and                                                                         
|
| |  |  | nonprofit and educational Internet access providers.                                             

We believe that new competitors will continue to enter the Internet
services market. In addition, as public awareness and use of the Internet grows,
existing competitors are likely to further increase their emphasis on Internet
access services, resulting in even greater competition. The ability of our
competitors to enter into business combinations, strategic alliances, or joint
ventures, or to bundle other services and products with Internet access could
effect our business, financial condition, and operations.

We also face increased competition from certain Internet service
providers that provide free Internet access to customers. Under this free
access business model, revenues are derived primarily from companies that place
advertisements in small banners or windows on users computer screens while they
are online. Subscribers to these free services are generally required to provide
demographic information which is used by advertisers to deliver targeted
messages to the users screens that cannot be closed or removed. Internet
service providers employing this business model could continue to attract a
significant number of users and exert further pressure on prices.

We also expect to face competition in the future from companies that
provide direct Internet connections to consumers homes and businesses,
including national and regional telecommunication providers, cable companies,
electric utility companies, and terrestrial and satellite wireless
communications companies. For example, cable television operators offer Internet
access through their cable facilities at significantly faster rates than
existing analog modem speeds. Such companies include Internet access in the
basic bundle of services which they already provide, or offer such Internet
access for a nominal additional charge.

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Government Regulation.

We currently provide Internet access through transmissions over public
telephone lines. These transmissions are governed by state and federal
regulatory policies establishing charges and terms for communications.
Currently, our services are not subject to Florida state sales tax. Accordingly,
we are not responsible for collecting or remitting sales taxes to the State of
Florida. Our liability for collecting such sales taxes may vary in other states
and jurisdictions in which we provide services to our subscribers.

We have limited control over our subscribers online practices and the
information passed through or stored on our computer systems. We may be liable
for information disseminated through our network. During the last several years
several lawsuits have been brought against Internet service providers which have
sought to impose liability for defamatory speech and infringement of copyrighted
materials. The possible imposition of liability upon Internet service providers
for materials disseminated through their computer systems could require us to
implement measures to reduce our exposure. These measures, as well as existing
and proposed federal and state regulations and laws may require the expenditure
of substantial resources or the discontinuation of some product or service
offerings.

In addition, the Communications Decency Act of 1996 imposes fines on
any entity that by means of: (a) a telecommunications devise, knowingly sends
indecent or obscene material to a minor; (b) by means of interactive computer
service, sends or displays indecent material to a minor; or (c) permits any
telecommunications facility under such entitys control to be used for the
purposes set forth in subsections (a) and (b) above. The specific standard set
forth for determining whether an Internet service provider has acted knowingly
concerning alleged violations of the Communications Decency Act of 1996 have not
yet been firmly established. Certain defenses to liability under the statute may
be available but may not be applicable. Although we do not actively monitor the
content of our subscribers Internet transmissions, a court may determine that
we have knowledge of such content. Although no such claims or lawsuits have been
asserted against us to date, there can be no assurance that, if we were
prosecuted, any defenses to liability would be applicable.

The Digital Millennium Copyright Act of 1998 provides limited
protection for us and other Internet service providers from copyright
infringement liability, provided that we comply with certain requirements,
including the requirements that we, as an Internet service provider:



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) adopt and reasonably implement a policy of terminating, in appropriate
circumstances, the accounts of our subscribers who repeatedly violate and infringe
upon copyright laws; and



| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) remove materials from our users websites that appear to
constitute copyright infringement. While the Digital
Millennium Copyright Act limits copyright infringement
liability for simply transmitting information over the
Internet, much of the specific case law which interprets the
Digital Millennium Copyright Act has yet to be decided and
established.

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Due to the increasing popularity and use of the Internet, it is
possible that additional federal, state, or other laws and regulations may be
adopted with respect to the Internet, covering issues such as content, privacy,
pricing, encryption standards, consumer protection, electronic commerce,
taxation, copyright infringement, and other intellectual property issues. We
cannot predict the impact, if any, that any future regulatory changes or
developments may have upon our business, financial condition, and results of
operations. Changes in the regulatory environment relating to the Internet
access industry, including regulatory changes that directly or indirectly effect
telecommunication costs or increase the likelihood or scope of competition from
regional telephone companies or others, could have a significant impact upon our
business, growth strategies financial condition, and results of operations.




Personnel.

As of September 30, 2001, we had four full-time employees. We
anticipate that the development of our business will require that we hire
additional employees in the near future. None of our employees are represented
by a labor organization or union.




Business Risks.

We Are a Relatively New Company and Have a History of Operating Losses.
Our predecessor began offering Internet access in October 1997. We have only a
limited operating history upon which an evaluation of our prospects can be made.
We are subject to the substantial risks, expenses, and difficulties encountered
by new entrants into the Internet services industry. Those risks include our
ability to:



| |  |  | successfully implement our business plan, including introducing wireless
Internet technology to our subscribers;
| | - |  | ----------------------------------------------------------------------------------------------------------------
|
| |  |  | attract and retain qualified personnel;                                                                         
|
| |  |  | expand our subscriber base and increase subscriber revenues;                                                    
|
| |  |  | successfully compete in a highly competitive market; and                                                        
|
| |  |  | upgrade our network and systems infrastructure.                                                                 

As of June 30, 2001, we had an accumulated deficit of $505,928 as
compared with June 30, 2000 of $330,072. A large portion of this deficit can be
attributed to expenses incurred in connection with our regulatory filings, and
aborted registration statement. Our ability to attain profitability and positive
cash flow without our principal stockholders monetary support is dependent upon
a number of factors, including our ability to increase revenues while reducing
costs per subscriber. We may not be successful in increasing or maintaining
revenues or achieving positive cash flow. As a result, we may not be as
profitable as hoped.

Our Accountants Have Issued an Opinion Which Places In Doubt Our
Ability to Continue As a Going Concern. Our auditors have expressed an opinion
about us that the Companys incurring recurring operating losses and its net
capital deficiency raise substantial

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doubt about its ability to continue as a going concern. See, Financial Statements and Note L
thereto.

We Cannot Control All of the Factors That Will Affect Our Success. Our
success depends on a number of factors, many of which are beyond our control.
These factors include:



| |  |  | the rate of new subscriber acquisition and related costs, subscriber retention,
capital expenditures, and other costs relating to the expansion of operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | changes in our pricing policies and those of our competitors, including
those providing free access;                                                          
|
| |  |  | personnel changes;                                                                                                                                            
|
| |  |  | market acceptance of new or enhanced versions of our services;                                                                                                
|
| |  |  | changes in operating expenses;                                                                                                                                
|
| |  |  | changes in strategy;                                                                                                                                          
|
| |  |  | the introduction of alternative technologies;                                                                                                                 
|
| |  |  | the timing and effect of potential acquisitions;                                                                                                              
|
| |  |  | increased competition in current and prospective markets;                                                                                                     
|
| |  |  | future governmental regulation;                                                                                                                               
|
| |  |  | our inability to obtain the needed frequency spectrum for our planned wireless
internet operations; and                                                       
|
| |  |  | other general economic factors.                                                                                                                               

Our Quarterly Operating Results May Fluctuate Significantly. There is a
strong seasonal influence which is associated with our location in Southwest
Florida, a popular winter destination for retirees of northern states. As a
consequence, during the winter months (primarily during our third fiscal
quarter), subscriber numbers increase rapidly and, during the summer months
(primarily during our first fiscal quarter), they decrease significantly.
Accordingly, our operating results, cash flows, and liquidity may fluctuate
significantly from quarter to quarter.

Our Revenues Depend on Our Ability to Attract and Retain Subscribers.
Our monthly subscribers, who account for a majority of our revenues, currently
have the option of discontinuing service at the end of any month for any reason.
Our expense levels are based, in part, on our expectations regarding future
revenues, which could be inaccurate. Our operations often require up-front
expenses with trailing revenues. In order to enhance subscriber retention, we
have instituted a new six month contract so that, rather than canceling their
contracts at the end of the winter season, our subscribers can suspend service
(and the related monthly payments) for those periods when they are not in our
market area, specifically, during the summer months. We do not have enough
experience with this program to judge the programs success in retaining our
subscribers.

To the extent that revenues are below expectations, we may be unable to
reduce expenses proportionately, and operating results, cash flow, and liquidity
could be negatively affected. Subscribers are spending more time online, which
increases our expenses. Our entry into new

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markets will involve substantial expenditures on advertising, customer care, and
other operating needs. To remain competitive, we may not be able to increase
subscription fees to match these increasing expenses and could experience
deteriorating profit margins or losses. Due to these and other factors, our
operating results and/or growth rate may be below your expectations and those of
our management team. This, in turn, could cause the price of our common stock to
drop.

Competition Is Intense and May Result in Reduced Revenues and
Profitability. The market for providing Internet access to individuals and small
businesses is extremely competitive and highly fragmented. There are no
substantial barriers to entry, and we expect competition to intensify. We
believe that the primary competitive factors for success in this market are a
reputation for reliability and service, competitive pricing, effective customer
support, creative marketing, easy-to-use software and geographic coverage. Other
important factors include industry and general economic trends.

Our current competitors include Internet service providers and on-line
service providers with a significant national presence that focus on individual
and small business subscribers, such as America Online and, to a lesser extent,
EarthLink. These competitors have significantly broader market presence and
brand recognition and much greater financial, technical, and marketing
resources. They also have extensive coast-to-coast access to Internet backbones,
which provides greater scalability and the ability to provide better service
quality. We also compete with independent regional and local Internet service
providers, such as Sunline.

Sprint, a major long-distance telephone company, competes with us by
offering Internet access services. Other long-distance and local telephone
carriers are moving toward horizontal integration through acquisitions of, and
joint ventures with, ISPs. Accordingly, we expect increased competition from
traditional telecommunications carriers for customers and potential
acquisitions. These telecommunications carriers have nationwide networks and
substantially greater financial, technical, and marketing resources.
Telecommunications providers also have the ability to bundle Internet access
with basic local and long-distance telecommunications services. In addition,
some long-distance companies are promoting their services by offering consumers
free Internet access. Such bundling of services may make it difficult for us to
compete with telecommunications providers and may force us to lower prices,
resulting in reduced revenues.

New competitors, including large computer hardware and software, media,
and telecommunications companies, as well as wireless communications companies,
satellite companies, and nonprofit or educational Internet access providers may
continue to enter our Internet services market, resulting in greater
competition. In particular, we may face increased competition from companies
that provide connections to consumers homes, including cable companies,
electric utility companies, and wireless communications companies. For example,
cable companies offer Internet access through their cable facilities at
significantly faster rates than existing modem speeds. These companies can
bundle Internet access with basic services or offer access for a nominal charge.
In addition, they could deny us access to their networks.

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Competition could also result in increased selling and marketing
expenses, related customer acquisition costs, and customer attrition, all of
which could adversely affect our operations and financial condition. We may not
be able to offset the effects of such increased costs. Our competitive position
has also diminished due to our inability to raise capital through our proposed
public offering. This has resulted in our inability to implement our business
plan as it related to our introduction of broadband wireless Internet access
system which we expected would have provided a faster, more reliable Internet
access for our subscribers on a more economical basis than our competitors.

Our Growth Strategy Is Untested and Due to Lack of Funding, May be
Difficult to Implement. Our growth strategy is untested and has suffered a
significant setback due to the withdrawal of our public offering. We may not be
successful in implementing our growth strategy, and any failure could cause our
financial condition and results of operations to suffer. Two components of our
anticipated growth strategy, the strategic acquisition of businesses and
subscriber accounts and the introduction of wireless Internet services, has
suffered a setback due to our inability to close the public offering of our
securities. Any growth strategy will involve numerous risks, including, among
others, the following:



| |  |  | the difficulty of locating and integrating acquired operations and
personnel;                                                                                                                     
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the potential disruption of our ongoing business;                                                                                                                                                 
|
| |  |  | the potential inability of management to successfully
incorporate acquired technology and rights into our service
offerings and to maintain uniform standards, controls,
procedures, and policies;
|
| |  |  | the risks of entering markets in which we have little or no direct prior experience;
and                                                                                                          
|
| |  |  | the potential loss of, or impairment of relationships with, employees and
customers.                                                                                                              

We must plan and manage effectively during periods of rapid growth.
Growth will place a significant strain on our managerial, operational, and
financial resources. To manage growth effectively, we must improve our
operational, financial, and management information systems and attract,
integrate, and retain qualified personnel.

If We Cannot Attract and Retain Key Personnel, Our Business Will
Suffer. Our success depends upon the continued efforts of our senior management
team and our technical, marketing, and sales personnel. These employees may
terminate their employment at any time, as we have no employment agreements. It
is possible for our competitors to hire our employees to compete against us by
offering them more compensation and greater incentives.

Our success also depends on our ability to attract and retain
additional highly qualified management, technical, marketing, and sales
personnel as we implement our growth plan. The market for employees with the
combination of skills and attributes required to carry out our

16



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strategy is extremely competitive. We may not be able to retain or integrate
existing personnel or identify and hire additional qualified personnel. The loss
of the services of our key personnel, or the inability to attract additional
qualified personnel, could cause the quality of our services to deteriorate.
This could adversely affect our subscriber retention, revenue, and
profitability.

Network Capacity Constraints, Systems Failures, and/or Dependence upon
Local Telephone Companies and Other Third Parties Could Cause Us to Lose
Subscribers And/or Cause Installation Delays for New Subscribers. Our business
depends on the capacity, reliability, and security of our network
infrastructure. Delays or failures in connectivity could cause us to lose
subscribers. We must expand and adapt our network infrastructure as the number
of subscribers increases and the amount of information transferred expands. The
expansion and adaptation of network infrastructure will require substantial
financial, operational, and management resources. We may not be able to timely
expand or adapt our network infrastructure to meet additional demand or changing
subscriber requirements at a reasonable cost or at all.

Capacity constraints may occur in system-wide services, such as e-mail.
We could experience delayed delivery from suppliers of new telephone lines,
modems, terminal servers, and other equipment. If these delays are severe,
incoming modem lines may become full during peak times. Further, if we do not
maintain sufficient bandwidth capacity in our network connections, subscribers
will experience a slowdown of Internet services. Similar problems can occur if
we are unable to expand the capacity of our servers for e-mail and the World
Wide Web fast enough to keep up with increasing demand. New broadband
technologies will cause increasing congestion on the Internet backbone. If the
capacity of our servers is exceeded, subscribers will experience delays.

Damage to our equipment from fire, power loss, telecommunications
failures, and similar events could cause service interruptions. Despite
precautions, natural disasters or other unanticipated problems at our
headquarters could cause service interruptions. We do not currently maintain
fully redundant Internet services, backbone facilities, or telecommunications
networks. System failures could result in a loss of subscribers. Our billing and
management information systems are subject to potential damage, malfunction, or
other loss. We bill the majority of our subscribers by automatic charges to
subscribers credit cards or bank accounts. Any failure of our billing and
management information systems could result in delayed collections and reduced
revenues.

We also rely on local and long distance telephone companies and other
companies to provide data communications capacity. These providers may
experience disruptions of service or have limited capacity, which could disrupt
our services. We may not be able to replace or supplement these services on a
timely basis or at all. In addition, local phone service is sometimes available
only from a local monopoly telephone company. Telecommunications carriers could
prevent us from delivering Internet access through their data transmission
networks. Because we rely on third-party telecommunications companies for our
backbone

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connections to the Internet, we face limitations on our ability to serve our subscribers, including
the following:



| |  |  | we do not control decisions regarding availability of service at any particular time;                                                                    
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | we may not be able to deploy new technologies because our telecommunications
providers may not be able to support that technology on their backbones; and
|
| |  |  | we may not be able to negotiate favorable inter-connectivity agreements with
other Internet service providers.                                           

For example, the local telephone company that serves our primary market
is currently unable to support Digital Subscriber Line (DSL) services in many
areas and, therefore, we cannot offer these services to our subscribers. At some
point in the future, our telecommunications providers may become our direct
competitors.

We also are dependent on third-party suppliers of hardware components.
Increasing demand for these components places a significant strain on suppliers.
There could be delays and increased costs in expanding our network
infrastructure if alternative sources of supply are unavailable.

Our Network Is Vulnerable to Security Risks, Such as Hacking And
Viruses. Despite security measures, our network infrastructure may be vulnerable
to computer viruses, hacking, or similar problems caused by subscribers or other
persons. This is particularly true in light of the recent terrorist attacks on
the U.S. Computer viruses or problems could lead to interruptions, delays, or
cessation in service, causing subscribers to seek Internet access from other
providers. Inappropriate use of the Internet by third parties could jeopardize
the security of confidential information stored in our computer systems or our
subscribers computer systems. In addition, we expect that our subscribers will
increasingly use the Internet for commercial transactions. Any network
malfunction, overload, or security breach could cause these transactions to be
delayed, not completed at all, or completed with compromised security, which may
result in claims against us. Further, the security and privacy concerns of
existing and potential Internet users may inhibit the growth of the Internet,
and our subscriber base and revenues.

If We Fail to Adapt to Technology Trends and Evolving Industry
Standards, We Will Not Be Competitive. Our industry is subject to rapidly
changing technology, evolving industry standards, changes in subscriber needs,
and frequent new service introductions. Our success depends, in part, on our
ability to meet changing subscriber needs on a timely and cost-effective basis.
We must improve our existing services, develop new services, enter new markets,
and continue to develop and expand our technical expertise. We may not be
successful in those endeavors. Our ability to compete successfully is also
dependent upon the continued compatibility and interoperability of our services
with products and architectures offered by various vendors. Although we intend
to support emerging standards in the market for Internet services, we do not
know that industry standards will be established or, if they are established,
that we will be able to conform to them in a timely fashion and maintain a
competitive position.

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In addition, there is a risk that services or technologies developed by others
will render our services or technologies uncompetitive or obsolete.

We are also at risk to fundamental changes in the way Internet access
is delivered. Currently, Internet services are accessed primarily by computers
connected by telephone lines. Many alternative methods to access the Internet
are available or under development, including cable modems, screen based
telephones, satellite technologies, wireless telecommunications technologies,
and other consumer electronic devices. These methods may transmit data at
substantially faster speeds than the modems we currently use for dial-up
subscribers. As these alternative methods gain greater use, or as subscriber
requirements change the way Internet access is provided, we will have to develop
or use new technology to remain competitive. For this reason, we are actively
and aggressively pursuing the wireless Internet access system. Adjusting to such
technological advances may require substantial time and expense, and we may not
succeed in addressing these competitive pressures or adapting our business to
alternative access methods, such as the wireless Internet access system, in a
timely and profitable manner.

We Must Be Able to Anticipate and Respond to Changing Consumer Demands.
The number of Internet users around the world is constantly growing. Industry
analysts such as the Computer Industry Almanac, estimate that currently in
excess of 500 million world-wide, 673 million by year-end 2002 and 1 billion by
year-end 2005, are expected to have Internet access. According to the Computer
Industry Almanac, that means that almost 8% of the worlds population will have
Internet access by 2002 and that percentage is expected to increase to almost
12% by 2005. Moreover, it is expected the U.S. will grow to over 214 million
Internet users in 2005, or 32% of the number of Internet users worldwide.

Our future success will depend upon the our ability to anticipate and
respond to changing consumer preferences in a timely manner. Failure to
adequately anticipate or respond to such changes could have a material adverse
effect on our business, revenue, and profitability. Sales of our services may be
negatively affected by weak consumer spending as a result of adverse economic
trends or uncertainties regarding the economy.

Government Regulation May Increase Our Costs of Doing Business.
Although we are not currently directly regulated by the Federal Communications
Commission or any other federal or state agency, changes in the regulatory
environment relating to the Internet access market could affect the prices at
which we sell our services. These changes may include regulatory changes which
directly or indirectly affect telecommunications costs or increase the
likelihood or scope of competition from local or regional telephone operating
companies or other telecommunications companies. For example, the imposition of
interstate access charges on local telephone companies or the elimination of
reciprocal compensation for local telephone companies may increase our costs of
serving dial-up subscribers.

Furthermore, the FCC may, in the future, reconsider its past ruling
that Internet access providers should be classified as unregulated information
service providers rather than

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regulated telecommunications providers. In that event, Internet service
providers would be required to pay a percentage of their gross revenues to the
universal service fund, which subsidizes phone service for rural and low income
consumers and supports Internet access among schools and libraries. If the FCC
were to require universal service contributions from providers of Internet
access or Internet backbone services, our costs of doing business could increase
substantially, and we may not be able to recover these costs from our
subscribers.

Due to the increasing popularity and use of the Internet, it is
possible that additional federal, state, or other laws and regulations may be
adopted with respect to the Internet. These laws and regulations may address
issues such as content, privacy, pricing, encryption standards, consumer
protection, fraud, electronic commerce, taxation, copyright infringement, and
other intellectual property issues. Legislation in these areas could slow the
growth in use of the Internet generally and decrease the acceptance of the
Internet as a communications medium and could expose us to significant
liability. Governing federal tax statutes are subject to continual evolution by
judicial decisions and administrative interpretations, and may be amended,
revoked, or replaced at any time, either prospectively or retroactively, by new
legislation. Additional regulations relating to the Internet access industry,
including those that increase taxation on our services or otherwise affect
telecommunication costs or increase competition from regional telephone
companies or others, could have a material adverse effect on our business,
revenue, and profitability.

We Need to Raise Additional Capital in 2001-2002 in Order to Be
Successful. We will likely incur substantial expenditures during 2001 and 2002
to further our growth strategy. In most cases, we will attempt to finance our
acquisitions with our common stock; however, due to the competitive nature of
acquisitions in this industry, we may be forced or choose to use cash to
complete these acquisitions. We also may have funding needs to respond to
technological developments or competitive pressures. We do not currently have
adequate funds to accomplish our objectives due to the withdrawal of our public
offering. There is no assurance that equity or debt financing will be available
on terms acceptable to us or at all. Further, any such equity or debt financing
may be on terms that are dilutive or potentially dilutive to our stockholders.
If alternative financing is required but is insufficient or unavailable, we will
have to curtail our growth and operating plans. As a result, our business may
not produce the level of growth or profitability we hope to achieve.

You May Have Difficulty Buying and Selling Our Common Stock. We intend
to qualify our common stock for listing on the OTC Bulletin Board. There can be
no assurance that our common stock will be listed on the OTC Bulletin Board or
that a market for our common stock will exist in the future should our
stockholders wish to sell any of their shares. There is no assurance that, if a
market exists in the future, it will be an active, liquid, or continuous trading
market. The stock market in general has experienced extreme price and volume
fluctuations and volatility that has particularly affected the market prices of
many technology, emerging growth, and developmental companies, particularly due
to recent events involving terrorist attacks on the U. S.. Such fluctuations and
volatility have often been related or disproportionate to the operating
performance of such companies.

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If Our Common Stock Trades below $5.00 per Share, it Will Be Deemed to
Be a Penny Stock and Will Be Subject to the Penny Stock Rules. This Could
Affect Your Ability to Resell the Stock in the Market. Although our common stock
does not currently trade, if our common stock does trade at a price below $5.00
per share, it will be subject to certain rules promulgated under the Securities
Exchange Act of 1934 requiring additional disclosures by broker-dealers. These
rules generally apply to penny stocks which are any non-NASDAQ equity
securities that have a market price of less than $5.00 per share, subject to
certain exceptions.

The penny stock rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
associated risks. These rules also impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors. An accredited investor is generally defined as an
investor with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 individually or $300,000 together with a spouse. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchasers written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealers presumed control
over the market.

Such information must be provided to the customer orally or in writing
before or with the written confirmation of trade sent to the customer. Monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks. The
additional burdens imposed upon broker-dealers by such requirements could
discourage broker-dealers from effecting transactions in our common stock which
could severely limit the market liquidity of our common stock and our
stockholders ability to sell them.

We Have Never Paid a Dividend and Do Not Anticipate Doing So in the
Foreseeable Future. We have never paid or declared a dividend on our common
stock and do not anticipate doing so in the foreseeable future. We have
accumulated substantial losses since our inception and there can be no assurance
that our operations will result in sufficient revenues to enable us to operate
at profitable levels or to generate positive cash flow. We anticipate that any
earnings generated from our operations will be used to finance our business and
growth.

The Concentration of Ownership of Our Common Stock May Limit Your
Ability to Influence Matters Involving the Company. Currently, Mr. Ebner,
directly and beneficially, owns 23,208,000 shares of common stock, representing
87.05% of our outstanding shares of common stock. As a result, he has been able
to exercise significant influence over matters requiring stockholder approval,
including the election of directors and approval of significant

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corporate transactions. Following the closing of the proposed merger scheduled
for October 16, 2001, Mr. Ebner will own 3.9 million Class B shares directly and
beneficially 200,000 Class A shares, or approximately 15.1% of the outstanding
shares. Mr. Boluri would become the single largest shareholder with an ownership
interest of 19.5 million class A shares or 72% of the outstanding shares, and
thus have voting control of the Company.

Reports with the Securities and Exchange Commission. We file annual,
quarterly, and current reports, proxy statements, and other information with the
Securities and Exchange Commission. Our SEC filings are available to the public
over the Internet at the SECs web site at http://www.sec.gov. You can also read
and copy any document we file with the SEC at the SECs public reference rooms.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. You can also obtain copies of our SEC filings at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549.




ITEM 2. DESCRIPTION OF PROPERTY.

Our corporate headquarters are located in Charlotte County, Florida, at
204 E. McKenzie Street, Unit D, Punta Gorda, Florida 33950, where all of our
executive functions exist and are performed. Our corporate headquarters and
facilities, consisting of approximately 2,400 square feet, are currently
subleased on a month-to-month basis from a company affiliated with our President
and principal stockholder. There is currently no written lease for this space
and we believe that our present monthly rent payment of $918.00 is below market
for this area. We do not own or lease any other real estate. We believe that our
facilities are adequately maintained and suitable for their present use. We
believe there is alternate available rental space at competitive rates if we
should be forced to vacate these premises. Such a move will not materially
interrupt our operations.




ITEM 3. LEGAL PROCEEDINGS.

We are not currently involved in any material pending legal
proceedings.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the Companys security holders
during the fourth quarter of the fiscal year covered by this report.

PART II




ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

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| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Market Information. There is no trading market for our common
stock at present and there has been no trading market to date.
There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.



| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | (B) Holders. As of September 30, 2001, we had 95 holders of record of our common
stock.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) Dividends. We have not paid a cash dividend on our common
stock and do not anticipate paying any dividends in the
foreseeable future. We may never pay cash dividends or
distributions on our common stock. Whether we pay cash
dividends in the future will be at the discretion of our Board
of Directors and will be dependent upon our financial
condition, revenues, profitability, capital requirements, and
any other factors that the Board of Directors decides is
relevant.



| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (D) Recent Sales of Unregistered Securities. Since our formation
on August 31, 1999, we sold unregistered shares of our common
stock and warrants to purchase shares of its common stock in
the following transactions:

On August 31, 1999, we issued 2,500,000 shares of common stock to our
sole officer and director at a price of $0.0002 per share. These shares were
issued in reliance on Section 4(2) of the Securities Act of 1933 Act. There was
no underwriter involved in this issuance and the share certificates were issued
with appropriate restrictive legends. Similar legends were affixed to any
certificates issued in connection with subsequent gifts of stock derived from
this issuance. The purchaser was deemed to be sophisticated with respect to an
investment in the common stock.

On September 30, 1999, we issued 150,000 shares of common stock to two
investors at a price of $0.0002 per share. These shares were issued in reliance
on Section 4(2) of the Securities Act of 1933 Act. There was no underwriter
involved in these issuances and the share certificates were issued with
appropriate restrictive legends. Similar legends were affixed to any
certificates issued in connection with subsequent gifts of stock derived from
these issuances. All of the purchasers were deemed to be sophisticated with
respect to an investment in the common stock.

On March 9, 2000, we issued as a dividend to our then current
stockholders, Class A Warrants to purchase an aggregate of 1,325,000 shares of
common stock for $3.00 per share and Class B Warrants to purchase an aggregate
of 1,325,000 shares of common stock for $5.00 per share. These warrants were
issued in reliance on Section 4(2) of the Securities Act of 1933 Act. There was
no underwriter involved in these issuances and the warrants were issued with
appropriate restrictive legends. All of the warrant holders were deemed to be
sophisticated with respect to an investment in the warrants. These warrants
expired by their terms on March 10, 2003, but were subsequently terminated by
agreement, dated August 30, 2000, among the warrant holders and us.

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On March 13, 2000, we issued 11,000 shares of common stock to eleven
investors at a price of $0.01 per share ($110.00 in the aggregate). These shares
were issued in reliance on Section 4(2) of the Securities Act of 1933. There was
no underwriter involved in these issuances and the share certificates were
issued with appropriate restrictive legends. All of the purchasers were deemed
to be sophisticated with respect to an investment in the common stock.

On March 25, 2000, in connection with the merger of Internet Services
Network, Inc., a Florida corporation (Internet Services), into us, we issued
24,000,000 shares of common stock to Werner K. Ebner, currently our President
and Chief Executive Officer and a Director, in exchange for all of Mr. Ebners
shares of Internet Services. These shares were issued in reliance on Section
4(2) of the Securities Act of 1933. There was no underwriter involved in
connection with the merger; however, Internet Services paid a $25,000 consulting
fee to Coral Capital Partners at the time the merger agreement was entered into,
and an additional $100,000 to Coral Capital Partners at the closing of the
merger. The share certificates were issued with appropriate restrictive legends.
Similar legends were affixed to any certificates issued in connection with
subsequent gifts of stock derived from this issuance. Mr. Ebner was deemed to be
sophisticated with respect to an investment in the common stock.

On March 21, 2001, Coral Capital Partners for its consideration as
consultant to the Company, received Class A and B warrants each immediately
exercisable into 1,325,000 common shares at a price of $5.00 and $3.00 per
share, respectively. These warrants were issued in reliance on Section 4(2) of
the Securities Act of 1933. The warrants certificates were issued with
appropriate restrictive legends. The warrants have not, to date, been exercised.

Commencing in April 2001, and at various times thereafter, we issued
109,000 common shares to approximately 11 qualified investors, at a price of
$0.50 per share. These shares were issued in reliance on Reg. D, Rule 506 and
Section 4(2) of the Securities Act of 1933. There was no underwriter involved in
these issuances and the share certificates were issued with appropriate
restrictive legends. All of the purchasers were deemed to be sophisticated with
respect to an investment in the common stock.




ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We are an Internet service provider currently serving individuals and
small businesses, primarily in Charlotte County, Florida. We also provide Web
hosting services, a complement to our Internet access business. We offer up to
56K modem access and ISDN connectivity. As of June 30, 2001, we served
approximately 1,884 subscribers, including approximately 60 complementary
accounts held primarily by employees and businesses that have generated
customers for us, and including 27 Web hosting subscribers. Our services include
dial-up Internet access, Web hosting, and other value-added services such as Web
page design and Web-server co-location. Our dial-up Internet access and Web
hosting are offered in various price
and usage plans designed to meet the needs of our customers.

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Statement of Operations.

We derive revenue primarily from monthly subscriptions from individuals
for dial-up access to the Internet. Subscription fees vary by billing plan.
Under our current pricing plans, subscribers have a choice of monthly billing
if they pay by credit card or quarterly billing if they pay by cash or check.
Either plan gives them unlimited access to the Internet. For the years ended
June 30, 2001 and 2000, the average monthly recurring revenue per dial-up
subscriber was approximately $20. There are no start-up fees for new
subscribers although new customers are required to pay in advance either one
month or three months depending on the billing plan.

Beginning in October 1999, we instituted a prepayment plan available to
all dial-up subscribers. Under the plan, subscribers may prepay their access
fees for either one or two years at a discounted rate. Subscribers prepaying for
one year receive a discount equivalent to two months of service and subscribers
prepaying for two years receive a discount equivalent to three months. In the
second year of this program, we have less then 0.1% of our customers prepaying
for two years and less then 1% prepaying for one year.

In addition, we earn revenue by providing Web hosting, domain
registration, Web page design services, Web-server co-location, and full-time
dedicated access connections to the Internet. These services have been
classified as Other revenue in our Statements Of Operations.

Our Web hosting services allow a business or individual to post
information on the World Wide Web so that the information is available to anyone
who has access to the Internet. We currently offer two pricing plans for Web
hosting subscribers: $15.95 per month for Silver, which offers the customer a
storage space of 15 megabytes on their Web page, and $19.95 per month for
Gold, which offers up to 50 megabytes of storage space. We also charge a
one-time set-up fee of $19.95 on both plans. We had 27 Web hosting subscribers
as of June 30, 2001.

Domain registration involves the reservation on behalf of a customer of
a Web address with an organization such as Network Solutions. This service is
typically, but not always, coupled with our Web page design service. We have
offered our Web page design services for $100 per page, including graphics, but
also from time to time package this service with other Internet-related services
at a discount. Other services available to our customers include:



| | (A) |  | Web-server co-location, where the customer uses our Internet
T-1 access and facilities to store the customers computer and
Web page, and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | full-time dedicated access connections to the Internet for
customers who need uninterrupted Internet connection.                         

These additional services do not currently contribute significantly to
our total revenues.

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Operating expenses generally consist of:



| | (A) |  | costs of revenue and cost of subscriber start-up that are
primarily related to the number of subscribers;
| | --- |  | ---------------------------------------------------------------------------------------------------------
|
| | (B) |  | overhead expenses that are associated more generally with
operations; and                                
|
| | (C) |  | depreciation, which is related to our network equipment costs.                                           

Costs of revenue are recurring telecommunication costs that are
primarily related to the number of subscribers and are necessary to provide
service to those subscribers. Telecommunication costs include the costs
associated with local telephone lines into our facilities, leased lines
connecting our dial-in locations, and T-1 lines connecting our main switch to
the Internet backbone. Start-up expenses for each subscriber include costs
associated with our software, diskettes, and other product media, manuals, and
packaging, as well as mailing costs associated with the materials provided to
new subscribers. We do not defer any such subscriber start-up expenses.

Other operating expenses are incurred in the areas of advertising,
banking and credit card service fees, consulting fees, employee leasing costs,
rent, other occupancy and office expenses, and other expenses. Operating
expenses will increase over time as our scope of operations increases. However,
we expect that such costs will be offset by anticipated increases in revenue
attributable to overall subscriber growth.

We advertise using paid newspaper, radio, and television advertisements
as well as flyers and postcards mailed to potential subscribers in our service
area. We have experienced some customer defection to providers of free Internet
access services; however, a portion of these customers return to us in order to
obtain the high level of service provided by us. Higher levels of advertising
and marketing may be necessary in order for us to enter new markets or increase
our subscriber base in our existing market to a size large enough to generate
sufficient revenue to offset such marketing expenses. We may determine to
significantly increase the level of marketing activity in order to increase the
rate of subscription growth and retention of existing customers. Any such
increase would have a short-term negative impact on earnings. We do not defer
any start-up expenses related to entering new markets.

We have incurred significant bank and credit card service charges due
to the billing method of payment offered to our customers. During our fiscal
year ended June 30, 2001, we paid a fee of approximately 1.89% of the amount of
transactions being processed monthly through credit card services.

We have used the services of an outside payroll and employee leasing
company in order to keep our costs of staffing to a minimum. At the year ended
June 30, 2001, we had four full time employees. These employees were in the
areas of customer support and maintenance, accounting, and administration.
During the year ended June 30, 2001, we did not pay a salary to our chief
executive officer or our chief operating officer. A salary was paid to our chief
financial

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officer. We did, however, incur a consulting fee for consulting services of
$63,192 during the year ended June 30, 2001, to corporations affiliated with our
chief executive officer and chief operating officer.

We lease approximately 2,400 square feet of office and classroom space
from a corporation that is wholly-owned by our largest stockholder at a below
market rent. We anticipate entering into a long-term lease with the building
owner which is expected to result in a rent increase. Other occupancy and office
expense consists of the cost of utilities and general office supplies.

Other expenses include costs of insurance, accounting services, dues
and subscriptions, travel related to the merger, and reimbursed employee
expenses.

We expect to continue to focus on increasing our subscriber base, which
will cause our operating expenses and capital expenditures to increase in
addition to our revenues. There can be no assurance, however, that growth in our
revenue or subscriber base will continue or that we will be able to achieve
profitability or positive cash flows.




Results of Operations.

Year Ended June 30, 2001, Compared to Six Months Ended June 30, 2000  Income.

Internet service fees for the year ended June 30, 2001, were $506,670
as compared to $225,548 for the six months ending June 30, 2000. This increase
in fees was the primary result of an increase in total subscribers from
approximately 1,800 subscribers at June 30, 2000, to approximately 1,884
subscribers at June 30, 2001. We attribute this increase in subscribers
primarily to effective use of print advertising directed toward potential dial
up customers. Other revenue increased significantly during the year ended June
30, 2001, as compared to the comparable year because we curtailed our
advertising for our ancillary services, such as Web page hosting and design. We
intend to grow revenue in this area by directing additional advertising to
potential customers of these services.




Cost of revenues.

Cost of revenues for the year ended June 30, 2001, was $177,338 as
compared to $82,326 for the six months ended June 30, 2000. This decrease was
primarily due to the acquisition of additional telephone lines and leasing of
new equipment connected with the increase in total subscribers. However, the
cost per subscriber has actually decreased as economies of scale are realized.

Advertising.Advertising for the year ended June 30, 2001, was $3,150 as compared to $4,720
for the six months ended June 30, 2000. This decrease in advertising expense was due to the
withdrawal of our public offering and resulting lack of operating revenue as well as a temporary

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hold on new advertising while our management explored different opportunities
for our future which ultimately resulted in the proposed merger with WWI.

Bank and Service Charges.Bank and credit card service charges for the year
ended June 30, 2001, were $14,154 as compared to $9,342 for the six months ended
June 30, 2000. These charges are typically generated by subscribers and their
use of the monthly billing system which is generally paid by credit card. There
was no material change in this category.

Consulting Fees.Consulting fees for the year ended June 30, 2001, were $63,192
as compared with $154,000 for the six months ended June 30, 2000. The decline
was due to a lack of merger related activities with Internet Services Network,
Inc. that occurred in fiscal year 2000.

Employee Leasing Costs.Employee leasing costs for the year ended June 30, 2001,
were $-0- as compared to $47,743 for the six months ended in June 30, 2000. This
decline was a result of changes in payroll processing and accounting methods
with ADP payroll services.

Other Occupancy and Office Expenses.Other occupancy and office expenses for the
year ended June 30, 2001, were $46,776 as compared to $18,991 for the six months
ended June 30, 2000. This increase was primarily due to increases in insurance,
printing, repairs and maintenance.

Other expenses.Other expenses for the year ended June 30, 2001, were $19,406 as
compared to $9,143 for the six months ended June 30, 2000. Professional fees for
June 30, 2001, were $162,254 as compared with $55,598 for the six month period
ended June 30, 2000. The increase in professional fees was due primarily to
professional fees associated with the aborted registration statement and the
preparation of our year 2000 audited statements. These expenses are more fully
described in NOTE J of our audited financial statements.




Liquidity and Capital Resources.

In the fiscal year ended June 30, 2001, we financed our operations
primarily through cash generated from operations. We anticipate that the cash
provided by operations, supplemented by our financing activities, if necessary,
will be sufficient to fund our existing operations during the next fiscal.
Although we continue to explore opportunities to acquire the subscriber base of
other Internet service providers in the vicinity of our current market area, we
may not be able to complete any such acquisitions nor expand our business into
the wireless broadband business, without the additional proceeds we had
initially anticipated from the contemplated sale of our common stock. Without an
influx of additional capital, we will not be able to achieve our business
objectives.

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Seasonal Aspects of Business.

There is a strong seasonal influence which is associated with our location in Southwest
Florida, a popular winter residence for retirees from northern states. As a
consequence, during the winter months, subscriber numbers increase rapidly and,
during the summer months, they decrease significantly. Beginning in 2001, we
will offer our customers who are part-time Southwest Florida residents the
ability to maintain their e-mail account with us and we will forward their
e-mail communications to their summer residences accounts during periods when
they are not in residence in Southwest Florida. We will charge a monthly fee of
$5.00 for this service. We believe that this new service will help recapture
these individuals as full-paying subscribers when they return to our service
area during the winter months. The extent to which this new service is
successful may not be known until the end of the next fiscal year.




Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995.

This report contains forward-looking statements within the meaning of
the federal securities laws with respect to our operations, industry, financial
condition, and liquidity. These statements typically include words or phrases
such as believe, will likely result, expect, will continue,
anticipate, estimate, intend, plan, project, or similar expressions.

We have based our forward-looking statements on current plans,
expectations, goals, and projections, including those associated with the
wireless Internet services we plan to provide, that are subject to numerous
assumptions, risks, and uncertainties. Actual results could differ materially
from those contained in or implied by our statements due to a variety of factors
including:



| |  |  | we may fail to be competitive with existing and new
competitors;                                                                                         
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | we may not retain or grow our subscriber base;                                                                                                           
|
| |  |  | we may or may not be able to adequately respond to
technological developments impacting the Internet;                                                    
|
| |  |  | financing may not be available to us when needed;                                                                                                        
|
| |  |  | our largest stockholder will reduce or eliminate his financial
support;                                                                                  
|
| |  |  | a significant adverse change in the growth rate of the overall
U.S. economy may occur, such that consumer and corporate
spending are materially impacted;
|
| |  |  | the number of subscribers who return to our service area
during the winter season may decrease thereby decreasing our
potential subscriber base;         
|
| |  |  | we may not obtain the desired frequency spectrum from the FCC
which is necessary for the success of our planned wireless
Internet service; and           
|
| |  |  | a significant reversal in the trend toward increased usage of
the Internet may occur.                                                                    

Thus, forward-looking statements should be viewed as strategic
objectives rather than absolute targets of future performance.

29



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##### Table of Contents






ITEM 7. FINANCIAL STATEMENTS.

Board of Directors and Stockholders
ISNI.net, Inc.
Punta Gorda, Florida




Independent Auditors Report.

We have audited the accompanying balance sheets of ISNI.net, Inc. as of June 30,
2001 and 2000 and the related statements of operations, stockholders deficit
and cash flows for the year ended June 30, 2001 and the six months ended June
30, 2000. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ISNI.net, Inc. as of June 30,
2001 and 2000 and the results of its operations and its cash flows for the year
ended June 30, 2001 and the six months ended June 30, 2000 in conformity with
U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note L to the
financial statements, the Company incurred recurring operating losses and has a
net capital deficiency that raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Certified Public Accountants

Naples, Florida
September 13, 2001

30



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##### Table of Contents



BALANCE SHEETS

ISNI.net, INC.

June 30, 2001 and 2000

|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |   |         |        | 
|---------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------- | -------------------- | -------- | ------- | ------- | -------- | - | ------- | ------ | 
|                                               |                                                                                                                                                                            |                             |                           |                      |          | 2001    |         | 2000    
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |         
|A S S E T S                                    |                                                                                                                                                                            |                             |                           |                      |          |         |         |         
|                                              
|                                              
|                                              
|                                              
|CURRENT ASSETS                                 |                                                                                                                                                                            |                             |                           |                      |          |         |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Cash                                                                                                                                                                       |                             | $                         | 6,653                |          |         | $       | 0        |  
|                                              
|                                              
|                                              
|                                              
|                                               | Employee advances                                                                                                                                                          |                             |                           | 1,457                |          |         |         | 0        |  
|                                              
|                                              
|                                              
|                                              
|                                               | Prepaid expenses                                                                                                                                                           |                             |                           | 0                    |          |         |         | 18,750   |  
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|                                               |                                                                                                                                                                            |                             |                           | TOTAL CURRENT ASSETS |          |         | 8,110   |          |   |         | 18,750 | 
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|PROPERTY AND EQUIPMENT, NET  NOTES C AND E    |                                                                                                                                                                            |                             | 76,520                    |                      |          |         | 83,131  |         
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|                                               |                                                                                                                                                                            | $                           | 84,630                    |                      |          | $       | 101,881 |         
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT          |                                                                                                                                                                            |                             |                           |                      |          |         |         |         
|                                              
|                                              
|                                              
|                                              
|CURRENT LIABILITIES                            |                                                                                                                                                                            |                             |                           |                      |          |         |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Lines of credit  NOTE D                                                                                                                                                   |                             | $                         | 77,313               |          |         | $       | 18,821   |  
|                                              
|                                              
|                                              
|                                              
|                                               | Bank overdraft                                                                                                                                                             |                             |                           | 0                    |          |         |         | 19,830   |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                                                                                                                                                           |                             |                           | 114,671              |          |         |         | 64,043   |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accrued liabilities                                                                                                                                                        |                             |                           | 4,173                |          |         |         | 1,840    |  
|                                              
|                                              
|                                              
|                                              
|                                               | Deferred revenue                                                                                                                                                           |                             |                           | 10,286               |          |         |         | 8,997    |  
|                                              
|                                              
|                                              
|                                              
|                                               | Due to stockholders                                                                                                                                                        |                             |                           | 158,000              |          |         |         | 143,750  |  
|                                              
|                                              
|                                              
|                                              
|                                               | Due to affiliates                                                                                                                                                          |                             |                           | 5,627                |          |         |         | 15,842   |  
|                                              
|                                              
|                                              
|                                              
|                                               | Current portion of capital lease obligation                                                                                                                                |                             |                           | 13,468               |          |         |         | 15,858   |  
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|                                               |                                                                                                                                                                            |                             | TOTAL CURRENT LIABILITIES |                      |          | 383,538 |         |          |   | 288,981 |       
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|CAPITAL LEASE OBLIGATION, LESS CURRENT PORTION |                                                                                                                                                                            |                             | 8,375                     |                      |          |         | 17,726  |         
|                                              
|                                              
|                                              
|                                              
|STOCKHOLDERS DEFICIT  NOTE B                 |                                                                                                                                                                            |                             |                           |                      |          |         |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock, $.0001 par value, authorized
20,000,000 shares, no shares
issued and outstanding                                                                          |                             |                           | 0                    |          |         |         | 0        |  
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $.0001 par value, authorized
100,000,000 shares, issued and
outstanding 26,743,000 and 26,661,000 shares
as of June 30, 2001 and June 30, 2000, respectively |                             |                           | 2,674                |          |         | #NAME? 
|                                              
|                                              
|                                              
|                                              
|                                               | Additional paid-in capital                                                                                                                                                 |                             |                           | 195,971              |          |         |         | 122,580  |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accumulated deficit                                                                                                                                                        |                             |                           | (505,928             | )        |         |         | (330,072 | )
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|                                               |                                                                                                                                                                            | TOTAL STOCKHOLDERS DEFICIT |                           |                      | (307,283 | )       |         | #NAME?  
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  
|                                               |                                                                                                                                                                            | $                           | 84,630                    |                      |          | #NAME? 
|                                               |                                                                                                                                                                            |                             |                           |                      |          |         |         |          |  

See accompanying notes to financial statements

31



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##### Table of Contents



STATEMENTS OF OPERATIONS

ISNI.net, INC.

Year ended June 30, 2001 and six months ended June 30, 2000

|                                    |                                              |              |                          |                          |         |          |            |         |         |          |          |  
|----------------------------------- | -------------------------------------------- | ------------ | ------------------------ | ------------------------ | ------- | -------- | ---------- | ------- | ------- | -------- | -------- | -
|                                    |                                              |              |                          |                          |         | 2001     |            | 2000   
|                                    |                                              |              |                          |                          |         |          |            |        
|INCOME                              |                                              |              |                          |                          |         |          |            |        
|                                   
|                                   
|                                   
|                                   
|                                    | Internet service fees                        |              | $                        | 506,670                  |         |          | $          | 225,548 |        
|                                   
|                                   
|                                   
|                                   
|                                    | Other revenue                                |              |                          | 1,682                    |         |          |            | 340     |        
|                                    |                                              |              |                          |                          |         |          |            |         |        
|                                    |                                              | TOTAL INCOME |                          |                          | 508,352 |          |            |         | 225,888 |         
|                                    |                                              |              |                          |                          |         |          |            |         |        
|OPERATING EXPENSES                  |                                              |              |                          |                          |         |          |            |        
|                                   
|                                   
|                                   
|                                   
|                                    | Cost of revenues                             |              |                          | 177,338                  |         |          |            | 82,326  |        
|                                   
|                                   
|                                   
|                                   
|                                    | Advertising                                  |              |                          | 3,150                    |         |          |            | 4,720   |        
|                                   
|                                   
|                                   
|                                   
|                                    | Bank and service charges                     |              |                          | 14,154                   |         |          |            | 9,342   |        
|                                   
|                                   
|                                   
|                                   
|                                    | Consulting fees                              |              |                          | 63,192                   |         |          |            | 154,000 |        
|                                   
|                                   
|                                   
|                                   
|                                    | Depreciation                                 |              |                          | 22,595                   |         |          |            | 9,209   |        
|                                   
|                                   
|                                   
|                                   
|                                    | Employee leasing costs                       |              |                          | 0                        |         |          |            | 47,743  |        
|                                   
|                                   
|                                   
|                                   
|                                    | Wages and payroll taxes                      |              |                          | 133,540                  |         |          |            | 0       |        
|                                   
|                                   
|                                   
|                                   
|                                    | Rent                                         |              |                          | 18,634                   |         |          |            | 9,264   |        
|                                   
|                                   
|                                   
|                                   
|                                    | Professional fees                            |              |                          | 162,254                  |         |          |            | 55,598  |        
|                                   
|                                   
|                                   
|                                   
|                                    | Other occupancy and office expenses  NOTE I |              |                          | 46,776                   |         |          |            | 18,991  |        
|                                   
|                                   
|                                   
|                                   
|                                    | Other expenses  NOTE J                      |              |                          | 19,406                   |         |          |            | 9,143   |        
|                                    |                                              |              |                          |                          |         |          |            |         |        
|                                    |                                              |              | TOTAL OPERATING EXPENSES |                          |         | 661,039  |            |         |         | 400,336  |         
|                                    |                                              |              |                          |                          |         |          |            |         |        
|                                    |                                              |              | LOSS FROM OPERATIONS     |                          |         | (152,687 | )          |         |         | (174,448 | )       
|                                   
|                                   
|                                   
|                                   
|OTHER DEDUCTION                     |                                              |              |                          |                          |         |          |            |        
|                                   
|                                   
|                                   
|                                   
|                                    | Interest expense                             |              |                          | 23,169                   |         |          |            | 7,823   |        
|                                    |                                              |              |                          |                          |         |          |            |         |        
|                                    |                                              |              |                          | LOSS BEFORE INCOME TAXES |         |          | (175,856   | )       |         |          | (182,271 | )
|                                   
|                                   
|                                   
|                                   
|INCOME TAXES  NOTE F               |                                              |              | 0                        |                          |         |          | 0          |        
|                                    |                                              |              |                          |                          |         |          |            |         |        
|                                    |                                              |              |                          | NET LOSS                 |         | $        | (175,856   | )       |         | $        | (182,271 | )
|                                    |                                              |              |                          |                          |         |          |            |         |        
|LOSS PER SHARE                      |                                              |              | (0.01                    | )                        |         |          | (0.01      | )      
|                                    |                                              |              |                          |                          |         |          |            |         |        
|WEIGHTED AVERAGE
SHARES OUTSTANDING |                                              |              | 26,667,016               |                          |         |          | 26,217,500 |        
|                                    |                                              |              |                          |                          |         |          |            |         |        

See accompanying notes to financial statements

32



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STATEMENTS OF STOCKHOLDERS DEFICIT

ISNI.net, INC.

Year ended June 30, 2001 and six months ended June 30, 2000

|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |          |  
|----------------- | ---------------------------------------------------------- | -------------------------- |  | -------------- | ------ | ---------- |  | ----------- | ----- | ------- |  | ------ | ------- |  |  | - | -------- | - |  | -------- | -------- | -
|                  |                                                            |                            |  | COMMON STOCK   |        | ADDITIONAL |  |             |       |         |  |       
|                  |                                                            |                            |  |                |        | PAID-IN    |  | ACCUMULATED |       |         | 
|                  |                                                            |                            |  | SHARES (000's) |        | AMOUNT     |  | CAPITAL     |       | DEFICIT |  | TOTAL 
|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |       
|Balance (deficit) |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |         
|                 
|                 
|                 
|                 
|                  |                                                            | December 31, 1999          |  |                | 26,661 |            |  | $           | 2,666 |         |  | $      | 85,206  |  |  | $ | (147,801 | ) |  | $        | (59,929  | )
|                 
|                 
|                 
|                 
|                  | Payments made by principal shareholder
on companys behalf |                            |  |                |        |            |  | 0           |       |         |  | 37,374 |         |  |  | 0 |          |   |  | 37,374   |         
|                 
|                 
|                 
|                 
|                  | Comprehensive loss:                                        |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |         
|                 
|                 
|                 
|                 
|                  |                                                            | Net loss for June 30, 2000 |  |                |        |            |  |             | 0     |         |  |        | 0       |  |  |   | (182,271 | ) |  |          | (182,271 | )
|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |          |  
|                  | Total comprehensive loss                                   |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  | (182,271 | )       
|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |          |  
|Balance (deficit) |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |         
|                 
|                 
|                 
|                 
|                  |                                                            | June 30, 2000              |  |                | 26,661 |            |  |             | 2,666 |         |  |        | 122,580 |  |  |   | (330,072 | ) |  |          | (204,826 | )
|                 
|                 
|                 
|                 
|                  | Payments made by principal shareholder
on companys behalf |                            |  |                |        |            |  | 0           |       |         |  | 32,399 |         |  |  | 0 |          |   |  | 32,399   |         
|                 
|                 
|                 
|                 
|                  | Proceeds from issuance
of common stock                     |                            |  | 82             |        |            |  | 8           |       |         |  | 40,992 |         |  |  | 0 |          |   |  | 41,000   |         
|                 
|                 
|                 
|                 
|                  | Comprehensive loss:                                        |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |         
|                 
|                 
|                 
|                 
|                  |                                                            | Net loss for June 30, 2001 |  |                |        |            |  |             | 0     |         |  |        | 0       |  |  |   | (175,856 | ) |  |          | (175,856 | )
|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |          |  
|                  | Total comprehensive loss                                   |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  | (175,856 | )       
|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |          |  
|Balance (deficit) |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |         
|                 
|                 
|                 
|                 
|                  |                                                            | June 30, 2001              |  |                | 26,743 |            |  | $           | 2,674 |         |  | $      | 195,971 |  |  | $ | (505,928 | ) |  | $        | (307,283 | )
|                  |                                                            |                            |  |                |        |            |  |             |       |         |  |        |         |  |  |   |          |   |  |          |          |  

33



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STATEMENTS OF CASH FLOWS

ISNI.net, INC.

Year ended June 30, 2001 and six months ended June 30, 2000

|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |        |         |          |  
|------------------------------------------------ | --------------------------------------------------------------------------- | ---------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------- | ------- | ------ | ------- | -------- | ------ | ------- | -------- | -
|                                                 |                                                                             |                                                            |                                                    |                                           |         | 2001   |         | 2000    
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |         
|CASH FLOWS FROM OPERATING ACTIVITIES             |                                                                             |                                                            |                                                    |                                           |         |        |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Net loss                                                                    |                                                            | $                                                  | (175,856                                  | )       |        | $       | (182,271 | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss
to net cash used in
operating activities: |                                                            |                                                    |                                           |         |        |         |          |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |                                                            | Depreciation                                       |                                           |         | 22,595 |         |          |        | 9,209   |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |                                                            | Loss on disposal of assets                         |                                           |         | 1,743  |         |          |        | 0       |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |                                                            | Decrease (increase) in prepaid expenses            |                                           |         | 18,750 |         |          |        | (14,207 | )       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |                                                            | Increase in employee advances                      |                                           |         | (1,457 | )       |          |        | 0       |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |                                                            | Increase in accounts payable and other liabilities |                                           |         | 34,420 |         |          |        | 66,013  |         
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|                                                 |                                                                             |                                                            |                                                    | NET CASH USED IN OPERATING ACTIVITIES     |         |        | (99,805 | )        |        |         | (121,256 | )
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|CASH FLOWS FROM INVESTING ACTIVITIES             |                                                                             |                                                            |                                                    |                                           |         |        |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Purchase of property and equipment                         |                                                    |                                           | (12,983 | )      |         |          | (9,740 | )      
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|                                                 |                                                                             |                                                            |                                                    | NET CASH USED IN INVESTING ACTIVITIES     |         |        | (12,983 | )        |        |         | (9,740   | )
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|CASH FLOWS FROM FINANCING ACTIVITIES             |                                                                             |                                                            |                                                    |                                           |         |        |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Net borrowings on (payments of) short-term debt            |                                                    |                                           | 58,492  |        |         |          | (2,609 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Net borrowings from affiliates and stockholders            |                                                    |                                           | 4,035   |        |         |          | 92,899 |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Principal payments on capital lease obligations            |                                                    |                                           | (16,485 | )      |         |          | (5,011 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Bank overdraft                                             |                                                    |                                           | 0       |        |         |          | 8,205  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Payments made by principal stockholder
on companys behalf |                                                    |                                           | 32,399  |        |         |          | 37,374 |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Net proceeds from issuance of common stock                 |                                                    |                                           | 41,000  |        |         |          | 0      |        
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|                                                 |                                                                             |                                                            |                                                    | NET CASH PROVIDED BY FINANCING ACTIVITIES |         |        | 119,441 |          |        |         | 130,858  |  
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|                                                 |                                                                             |                                                            |                                                    | NET INCREASE (DECREASE) IN CASH           |         |        | 6,653   |          |        |         | (138     | )
|                                                
|                                                
|                                                
|                                                
|CASH                                             |                                                                             |                                                            |                                                    |                                           |         |        |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Beginning of period                                                         |                                                            |                                                    | 0                                         |         |        |         | 138      |       
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|                                                 | End of period                                                               |                                                            | $                                                  | 6,653                                     |         |        | $       | 0        |       
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION |                                                                             |                                                            |                                                    |                                           |         |        |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Cash paid during the year for:                                              |                                                            |                                                    |                                           |         |        |         |          |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |                                                            | Interest                                           |                                           | $       | 9,715  |         |          | $      | 1,918   |         
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       
|                                                 | Capital lease obligation incurred for
the acquisition of new equipment      |                                                            | $                                                  | 4,745                                     |         |        | $       | 12,166   |       
|                                                 |                                                                             |                                                            |                                                    |                                           |         |        |         |          |       

See accompanying notes to financial statements

34



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##### Table of Contents



NOTES TO FINANCIAL STATEMENTS

ISNI.net, INC.

June 30, 2001 and 2000

NOTE A  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business:

ISNI.net, Inc. (ISNI or the Company), formerly known as Hawkeye Corporation,
was incorporated as a Delaware corporation on August 31, 1999 to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private business. During
March 2000, the Company consummated a merger with Internet Services Network,
Inc. (Internet Services). The remaining combined corporation acts as an
internet service provider serving individuals and small businesses primarily in
Charlotte County, Florida. ISNI is also a provider of web hosting services, a
complement to its internet access business.

The Company offers up to 56K modem access and IDSN (Integrated Digital Service
Network) connectivity. As of June 30, 2001, the Company served approximately
1,900 subscribers, including 27 web hosting subscribers. The Companys services
include dial-up Internet access, web hosting, and other
value-added services such as web page design and web-server co-location. The
Companys dial- up internet access and web hosting are offered in various price
and usage plans designed to meet the needs of its customers.

Property and Equipment:

Property and equipment are recorded at historical cost. Depreciation of property
and equipment is computed using the straight-line method over the estimated
useful lives of the assets.

Revenue Recognition:

The Company recognizes revenue when services are provided. Deferred revenue
represents amounts relating to the prepayment of internet service fees. These
amounts will be recognized as services are provided, typically during the
following two month period. The company has a six month service program in which
the customer can suspend service while out of the geographic area. Recognition
of revenue under these contracts will occur similar to the shorter contracts
entered into by the company; as services are provided. Deferred revenue levels
may increase due to the customers ability to suspend service as a result of this
program.

Advertising:

The Company expenses the costs of advertising as incurred. Advertising expense
for the year ended June 30, 2001 and the six months ended June 30, 2000 was
$3,150 and $4,720, respectively.

35



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##### Table of Contents



NOTE A  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates:

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

Earnings Per Share of Common Stock:

Earnings per share are based on the weighted average number of shares
outstanding during the year plus, where applicable, common stock equivalents
attributable to stock options and warrants.

NOTE B  CONTROLLING INTEREST AND RELATED PARTY TRANSACTIONS

Controlling Interest:

One stockholder (the principal stockholder) owns directly and indirectly
approximately 87% of the Companys outstanding stock.

Related Party Transactions:

During the year ended June 30, 2001, the Company received advances from the
principal stockholder and made payments on advances made from two corporations
affiliated with the principal stockholder. As of June 30, 2001, the Company owed
$5,627 to the affiliated corporations and $153,000 to the principal stockholder.
The advances from the principal stockholder and the affiliated corporations are
unsecured, interest free and are payable on demand. However, in accordance with
SEC Staff Accounting Bulletin 1:B.1. interest expense has been recorded on the
above advances using market rates of interest for similar arms length loans
at local financial institutions, ranging from 7% to 9.5%. Interest expense
charged to operations under these advances and the companys lines of credit
(Note D) totaled $23,169 and $7,823 for the year ended June 30, 2001 and the six
months ended June 30, 2000, respectively.

The Company sub-leases office space from one of the affiliated corporations for
an amount which is considered below market rent. The agreement provides for
monthly rent to be paid as well as portions of all real estate taxes, utilities,
insurance and maintenance of the property. The office space leased from the
affiliate corporation is under a month-to-month operating lease calling for
payments of $918. Additionally, in accordance with SEC Staff Accounting Bulletin
1:B.1. rent expense has been increased to reflect fair market value rent on the
space occupied by ISNI based on similar arms length third party
agreements. Rental expense charged to operations under this lease totaled
$18,634 and $9,264 for the year ended June 30, 2001 and the six months ended
June 30, 2000, respectively.

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NOTE B  CONTROLLING INTEREST AND RELATED PARTY TRANSACTIONS (CONTINUED)

From inception of Internet Services (Note G), the President/CEO provided his
services for no compensation. Additionally, from March 2000 the COO of ISNI was
compensated by the President/CEO individually. In accordance with SEC Staff
Bulletin 1:B.1. the company has recorded as consulting fees the fair value of
the services provided by the President/CEO and the COO. Consulting fees charged
to operations totaled $63,192 and $27,500 for the year ended June 30, 2001 and
the six months ended June 30, 2000, respectively.

NOTE C  PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of June 30:

|                                |  |      |         |      |  |   |         | 
|------------------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|                                |  | 2001 |         | 2000
|                                |  |      |         |     
|Leasehold improvements          |  | $    | 11,872  |      |  | $ | 11,396  | 
|                               
|                               
|                               
|                               
|Furniture and office equipment  |  |      | 5,861   |      |  |   | 3,593   | 
|                               
|                               
|                               
|                               
|Computer equipment and software |  |      | 62,634  |      |  |   | 44,587  | 
|                               
|                               
|                               
|                               
|Equipment under capital lease   |  |      | 37,669  |      |  |   | 43,855  | 
|                               
|                               
|                               
|                               
|Sign                            |  |      | 942     |      |  |   | 942     | 
|                                |  |      |         |      |  |   |         | 
|                                |  |      | 118,978 |      |  |   | 104,373 | 
|                               
|                               
|                               
|                               
|Less accumulated depreciation   |  |      | 42,458  |      |  |   | 21,242  | 
|                                |  |      |         |      |  |   |         | 
|                                |  | $    | 76,520  |      |  | $ | 83,131  | 
|                                |  |      |         |      |  |   |         | 

Depreciation expense for the year ended June 30, 2001 and the six months ended
June 30, 2000 was $22,595 and $9,209, respectively.

NOTE D  BANK LINES OF CREDIT

The corporation has available $85,000 in four unsecured lines of credit payable
to various banks. As of June 30, 2001, the Company had borrowed $77,313 on
demand notes under these agreements with interest rates ranging from 9% to
15.99%. One of the notes, for $50,000, is personally guaranteed by the principal
stockholder of the corporation.

NOTE E  LEASES WHERE COMPANY IS LESSEE

The Company leases certain equipment under capital lease obligations. The
monthly payments total $1,308 including interest. The equipment under capital
lease obligations is depreciated over its estimated useful life and consists of
the following at June 30:

|                                |  |      |        |      |  |   |        | 
|------------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                                |  | 2001 |        | 2000
|                                |  |      |        |     
|Computer equipment and software |  | $    | 37,669 |      |  | $ | 43,855 | 
|                               
|                               
|                               
|                               
|Less accumulated depreciation   |  |      | 10,763 |      |  |   | 6,697  | 
|                                |  |      |        |      |  |   |        | 
|                                |  | $    | 26,906 |      |  | $ | 37,158 | 
|                                |  |      |        |      |  |   |        | 

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##### Table of Contents



NOTE E  LEASES WHERE COMPANY IS LESSEE (CONTINUED)

Following is a summary of future minimum lease payments under capital leases,
together with the present value of net minimum lease payments as of June 30,
2001:

|              |                                   |                                             |                                    |                                             |        |       |        | 
|------------- | --------------------------------- | ------------------------------------------- | ---------------------------------- | ------------------------------------------- | ------ | ----- | ------ | 
|Year Ending - |                                   |                                             |                                    |                                            
|             
|             
|             
|             
|              | June 30, 2002                     |                                             | $                                  | 16,107                                      |       
|             
|             
|             
|             
|              | June 30, 2003                     |                                             |                                    | 7,868                                       |       
|             
|             
|             
|             
|              | June 30, 2004                     |                                             |                                    | 1,245                                       |       
|              |                                   |                                             |                                    |                                            
|              |                                   |                                             |                                    | TOTAL MINIMUM LEASE PAYMENTS                |        |       | 25,220 | 
|             
|             
|             
|             
|              | Less amount representing interest |                                             |                                    | 3,377                                       |       
|              |                                   |                                             |                                    |                                            
|              |                                   |                                             |                                    | PRESENT VALUE OF NET
MINIMUM LEASE PAYMENTS |        |       | 21,843 | 
|             
|             
|             
|             
|              |                                   | CURRENT PORTION OF CAPITAL LEASE OBLIGATION |                                    |                                             | 13,468 |      
|              |                                   |                                             |                                    |                                            
|              |                                   |                                             | LONG TERM CAPITAL LEASE OBLIGATION |                                             | $      | 8,375 |       
|              |                                   |                                             |                                    |                                            

NOTE F  INCOME TAXES

At June 30, 2001 and 2000, the Company assessed its earnings history and trend
over the past year, its estimate of future earnings, and the expiration date of
the net operating loss carryforward and determined that it is more likely than
not that the deferred tax assets will not be realized in the near term.
Accordingly, a valuation allowance is recorded at June 30, 2001.

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##### Table of Contents



NOTES TO FINANCIAL STATEMENTS (CONTINUED)

ISNI.net, INC.
June 30, 2001 and 2000

NOTE F  INCOME TAXES (CONTINUED)

The components of deferred tax assets and deferred tax liabilities at
June 30, are as follows:

|                          |                                        |   |         |        |      |   |         |        | 
|------------------------- | -------------------------------------- | - | ------- | ------ | ---- | - | ------- | ------ | 
|                          |                                        |   | 2001    |        | 2000
|                          |                                        |   |         |        |     
|Deferred tax assets:      |                                        |   |         |        |      |   |         |       
|                         
|                         
|                         
|                         
|                          | Net operating loss carryforwards       |   | $       | 35,283 |      |   | $       | 26,890 | 
|                          |                                        |   |         |        |      |   |         |        | 
|                          |                                        |   | 35,283  |        |      |   | 26,890  |       
|                          |                                        |   |         |        |      |   |         |        | 
|Deferred tax liabilities: |                                        |   |         |        |      |   |         |       
|                         
|                         
|                         
|                         
|                          | Depreciation on property and equipment |   |         | 4,583  |      |   |         | 3,495  | 
|                         
|                         
|                         
|                         
|                          | Other                                  |   |         | 0      |      |   |         | 135    | 
|                          |                                        |   |         |        |      |   |         |        | 
|                          |                                        |   | 4,583   |        |      |   | 3,630   |       
|                          |                                        |   |         |        |      |   |         |        | 
|                          |                                        |   | 30,700  |        |      |   | 23,260  |       
|                         
|                         
|                         
|                         
|Valuation allowance       |                                        |   | (30,700 | )      |      |   | (23,260 | )     
|                          |                                        |   |         |        |      |   |         |        | 
|Deferred tax assets, net  |                                        | $ | 0       |        |      | $ | 0       |       
|                          |                                        |   |         |        |      |   |         |        | 

At June 30, 2001 and 2000, the Company had a tax net operating loss
carryforward of approximately $172,114 and $89,600, respectively, expiring in
various amounts between 2018 and 2021.

NOTE G  MERGER

On March 22, 2000, the Company consummated an Agreement and Plan of Merger with
Internet Services. The merger was accounted for as a reverse acquisition whereby
Internet Services was treated as the acquirer and the Company as the acquiree,
because Internet Services shareholder owned the majority of the Company as of
the merger date and prior to the merger the Company was only a shell corporation
having materially no assets or operations. Purchase accounting was performed on
the Company based upon its fair market value at the transaction date.

The stock-for-stock transaction caused Internet Services, which was formed in
1997, to be legally merged with and into the Company, with the Company
continuing as the surviving corporation. As a result of the merger, the separate
existence of Internet Services ceased. Internet Services operations through the
date of merger consisted primarily of acting as an internet service provider.
Under the agreement, each outstanding share of Internet Services common stock
was converted into and exchanged for 24,000 shares of the Companys common
stock. The historical financial statements of the Company, prior to the merger,
were retroactively restated to be those of Internet Services. Information
concerning stockholders equity and per share data has been restated on an
equivalent share basis giving effect to the difference in par value of the
Companys stock with an offset to paid in capital. The accumulated deficit of
Internet Services was carried forward after the acquisition.

As part of the merger, Internet Services paid $125,000 in consulting fees during
the six months ended June 30, 2000 for services related to entering into and
closing of the merger agreement between Hawkeye and Internet Services.

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NOTE H  SUBSEQUENT EVENTS

On September 18, 2001, the Company filed an information statement pursuant to
Section 14(c) of the Securities Exchange Act of 1934 in contemplation of an
Agreement and Plan of Merger, in which ISNI.net plans to acquire all of the
issued and outstanding shares of stock of World Wide Internet, Inc., as a wholly
owned subsidiary in exchange for 19,500,000 shares of ISNI.nets common stock.
Additionally, as part of the merger, the Company will authorize Class B common
stock and the majority shareholder will exchange 23,000,008 shares of ISNI.net,
Inc. Class A common shares for 3,900,000 Class B common shares. The merger is
anticipated to become effective during October 2001.

NOTE I  OTHER OCCUPANCY AND OFFICE EXPENSES

The following amounts comprise general operating expenses for the year ended
June 30, 2001 and the six months ended June 30, 2000:

|       |                         |   |               |        |               |   |        |       | 
|------ | ----------------------- | - | ------------- | ------ | ------------- | - | ------ | ----- | 
|       |                         |   | June 30, 2001 |        | June 30, 2000
|       |                         |   |               |        |              
|       | Equipment rental        |   | $             | 513    |               |   | $      | 1,289 | 
|      
|      
|      
|      
|       | Licenses and permits    |   |               | 259    |               |   |        | 0     | 
|      
|      
|      
|      
|       | Office supplies         |   |               | 5,573  |               |   |        | 8,349 | 
|      
|      
|      
|      
|       | Postage and delivery    |   |               | 5,651  |               |   |        | 2,780 | 
|      
|      
|      
|      
|       | Repairs and Maintenance |   |               | 4,045  |               |   |        | 2,454 | 
|      
|      
|      
|      
|       | Utilities               |   |               | 1,992  |               |   |        | 1,292 | 
|      
|      
|      
|      
|       | Printing                |   |               | 9,892  |               |   |        | 788   | 
|      
|      
|      
|      
|       | Insurance               |   |               | 18,851 |               |   |        | 2,039 | 
|      
|      
|      
|      
|TOTALS |                         | $ | 46,776        |        |               | $ | 18,991 |      
|       |                         |   |               |        |               |   |        |      

NOTE J OTHER EXPENSES

The following amounts comprise other expenses for the year ended June 30, 2001
and the six months ended June 30, 2000:

|                           |  |        |  |   |        |               |       |               |       |   |       | 
|-------------------------- |  | ------ |  | - | ------ | ------------- | ----- | ------------- | ----- | - | ----- | 
|                           |  |        |  |   |        | June 30, 2001 |       | June 30, 2000
|                           |  |        |  |   |        |               |       |              
|Automobile                 |  |        |  |   |        | $             | 0     |               |       | $ | 650   | 
|                          
|                          
|                          
|                          
|Commission                 |  |        |  |   |        |               | 3,680 |               |       |   | 405   | 
|                          
|                          
|                          
|                          
|Contributions              |  |        |  |   |        |               | 1,129 |               |       |   | 0     | 
|                          
|                          
|                          
|                          
|Dues and subscriptions     |  |        |  |   |        |               | 1,217 |               |       |   | 1,849 | 
|                          
|                          
|                          
|                          
|Management fees            |  |        |  |   |        |               | 0     |               |       |   | 2,375 | 
|                          
|                          
|                          
|                          
|Miscellaneous              |  |        |  |   |        |               | 9     |               |       |   | 1,772 | 
|                          
|                          
|                          
|                          
|Other taxes                |  |        |  |   |        |               | 612   |               |       |   | 360   | 
|                          
|                          
|                          
|                          
|Travel and entertainment   |  |        |  |   |        |               | 3,726 |               |       |   | 1,732 | 
|                          
|                          
|                          
|                          
|Loss on disposal of assets |  |        |  |   |        |               | 1,743 |               |       |   | 0     | 
|                          
|                          
|                          
|                          
|Education and training     |  |        |  |   |        |               | 2,016 |               |       |   | 0     | 
|                          
|                          
|                          
|                          
|Professional Development   |  |        |  |   |        |               | 5,274 |               |       |   | 0     | 
|                           |  |        |  |   |        |               |       |               |       |   |       | 
|                           |  | TOTALS |  | $ | 19,406 |               |       | $             | 9,143 |  
|                           |  |        |  |   |        |               |       |               |       |   |       | 

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NOTE K  COMMITMENTS AND CONTINGENCIES

As of June 30, 2001, the Company had entered into an agreement with a local
telecommunications company to provide the companies backbone communications to
the Internet and to the companys customers. The agreement calls for monthly
payments of $6,138 for a period of 60 months, expiring May 2005.

NOTE L  UNCERTAINTY ABOUT CONTINUING AS A GOING CONCERN

The financial statements have been prepared in conformity with U.S. generally
accepted accounting principles, which contemplate continuation of the company as
a going concern. However, the company has sustained net losses since its
inception and has consumed cash from operations in all prior years. At June 30,
2001, total current liabilities exceed total current assets by $375,428 and the
Company has a stockholders deficit of $307,283, all of which raise substantial
doubt about the Companys ability to continue as a going concern.




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.




PART III




ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Board of Directors of the Company is set at five members. Each
director serves until the next annual meeting of our stockholders and until his
successor has been elected or until his prior death, resignation, or removal.
Each executive officer holds office until his successor has
been

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appointed or until his prior death, resignation, or removal. There are no family
relationships among our directors and executive officers. The directors and
executive officers of the Company are as follows:

|                      |  |     |    |          |  |                                                  |  |          
|--------------------- |  | --- | -- | -------- |  | ------------------------------------------------ |  | ---------
|Name                  |  | Age |    | Position |  | Term                                            
|                      |  |     |    |          |  |                                                 
|Werner K. Ebner       |  |     | 54 |          |  | President, Chief Executive Officer
and Director  |  | 2001-2002
|                     
|                     
|                     
|                     
|Dieter Maschewsky     |  |     | 55 |          |  | Vice-Pres., Chief Operating Officer
and Director |  | 2001-2002
|                     
|                     
|                     
|                     
|J. Lesly Benoit, Jr.  |  |     | 30 |          |  | Chief Financial Officer, Secretary
and Director  |  | 2001-2002
|                     
|                     
|                     
|                     
|Dr. Reinhard Schiffel |  |     | 57 |          |  | Director                                         |  | 2001-2002
|                     
|                     
|                     
|                     
|Jeremy Scott Joiner   |  |     | 36 |          |  | Director                                         |  | 2001-2002

Werner K. Ebner.Mr. Ebner has served as our President, Chief Executive
Officer, and a director since the merger with our predecessor, Internet Services
Network, Inc., in March 2000. From October 1997 to March 2000, Mr. Ebner served
in those same capacities with Internet Services, which he founded. From April
1995 until the present, Mr. Ebner also has served as the President and a
director of Ebner Corporation, an import/export computer wholesaler which he
founded. From May 1973 until October 1997, Mr. Ebner served as President of
Panatronic AG, a distributor of electronic components, integrated circuits,
mainframe computers, personal computers, and PC components. From May 1984 until
October 1996, Mr. Ebner was President of Panatronic Far-East, a computer
manufacturing facility in Taiwan that supplied personal computers to Panatronic
AG and other vendors for distribution in Europe and Asia.

Dieter Maschewsky.Mr. Maschewsky has served as our Chief Operating
Officer, Vice-President, and a director since the merger in March 2000 with
Internet Services Network, Inc. He currently is a director of 3D Communications
Ltd., a company engaged in wireline and wireless communications in Cairo, Egypt.
He also is a director of Telecell Inc. and Telecell International Inc., both of
which are engaged in telecommunication consulting services and wireless local
loop systems design and engineering. He is a consultant to IQ-Wireless GmbH in
Berlin, Germany, a company developing state-of-the-art wireless communication
systems, and a director in Wireless Internet Access Corporation, a company
affiliated with IQ-Wireless. None of these companies are required to file
reports with the SEC. From July 1993 until March 2000, Mr. Maschewsky was
President of Telecell Inc. From July 1994 to April 1995, he also worked as a
consultant to Christiani & Nielsen PLC, in Bangkok, Thailand, where he was
responsible for the formation, registration, and capitalization of a new
subsidiary company, Christiani & Nielsen AG, in Berlin.

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Mr. Maschewsky earned his Masters Degree in Science at the University of Clausthal-
Zellerfeld in Germany.

J. Lesly Benoit, Jr.Mr. Benoit has served as our Chief Financial
Officer, Secretary, and a director since the merger with our predecessor in
March 2000. From February 2000 to March 2000, Mr. Benoit served as Director of
Finance and Chief Financial Officer of our predecessor corporation, Internet
Services. From January 1999 until his promotion in February 2000, he served as
Controller of Internet Services, Ebner Corporation, and Computer Center Corp.,
all companies wholly-owned by Mr. Ebner at that time. From October 1998 until
January 1999, he was a manager for Ebner Corporation. From September 1997 to
June 1998, Mr. Benoit was general manager of Club Benjamenz, a social club in
North Carolina, responsible for general management, promotion, marketing, and
accounting. From January 1996 to August 1997, he was an accounting
clerk/bookkeeper at PLD International Corporation, a Florida-based fragrance
wholesaler.

While Mr. Benoit currently devotes the majority of his time to our business, he also provides
administrative services to Ebner Corporation and Computer Center Corp.

Prof. Dr. Reinhard Schiffel.Dr. Schiffel has served as one of our directors since the merger
with Internet Services in March 2000. From January 2000 until the present, Dr. Schiffel has served as
Chief Executive Officer of IQ- Wireless GmbH, a German corporation, which developed and
manufactures the IAP Wireless Broadband System. From January 1995 to December 1999, Dr.
Schiffel was the Head of Research and Development at Jenoptik Communications GmbH, a German
company, which manufactured wireless local loop systems and other wireless telecommunication
products. Dr. Schiffel graduated from the Technical University of Dresden, Germany, with a
Dr.sc.techn.

Jeremy Scott Joiner.Mr. Joiner has served as one of our directors since the merger with
Internet Services in March 2000. From August 1997 to the present, Mr. Joiner has been a certified
public accountant and shareholder of the accounting firm of Loricco, Williams, Crosland and Joiner,
CPA, P.A. Mr. Joiners current accounting practice involves consulting, financial statements, audits,
tax compliance, research and planning, and write-up services. From October 1990 to August 1997, Mr.
Joiner was a certified public accountant with Webb, McQueen & Co. Mr. Joiner received a Bachelor
of Science in Accounting degree, with honors,
from Oral Roberts University and also has received a Masters degree, with honors, in Accounting from
the University of Florida.




Other Management Information.

Our Board of Directors met once from the time of our incorporation in
1999. As of the date of this report, we do not have any committees of the Board
of Directors. Our Board of Directors intends to authorize the formation of an
Audit Committee and a Compensation Committee after our next annual meeting of
stockholders. Each director serves until the next annual meeting of our
stockholders and until his or her successor has been elected or until his or her
prior death, resignation,

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or removal. Each executive officer holds office until his successor has been
appointed or until his prior death, resignation, or removal. There are no family
relationships among our directors and executive officers. Our board of directors
intends to authorize the formation of an Audit Committee and a Compensation
Committee after our next annual meeting of stockholders.




Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires our officers and
directors, and persons who own more than ten percent of the our common stock, to
file reports of ownership and changes in ownership with the SEC. Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe that during
our 2000 fiscal year, all such filing requirements applicable to our officers,
directors, and greater than 10% beneficial owners were complied with.




ITEM 10. EXECUTIVE COMPENSATION.

The table below gives information regarding all annual, long-term, and
other compensation paid by us or our predecessor to our Chief Executive Officer
for fiscal years ended June 30, 2000, 1999, and 1998. There are no executive
officers whose total annual salary and bonus exceeded $100,000 for services
rendered during any of the years indicated below. The individual listed below in
this table is referred to elsewhere in this report as the named executive
officer.




Annual Compensation.

The following table sets forth summary information concerning the
compensation received for services rendered to us during the fiscal years ended
June 30, 2001 and for six months ending June 30, 2000.




SUMMARY COMPENSATION TABLE

|                            |                                            |      |      |      |     |     |        |        |       |  |              |   |  |  |           |   | 
|--------------------------- | ------------------------------------------ | ---- | ---- | ---- | --- | --- | ------ | ------ | ----- |  | ------------ | - |  |  | --------- | - | 
|                            |                                            |      |      |      |     |     |        |        |       |  |              |   |  |  | ALL OTHER
|                            |                                            |      |      |      |     |     | SALARY |        | BONUS |  | COMPENSATION
|NAME AND PRINCIPAL POSITION |                                            | YEAR |      | ($)  |     | ($) |        | ($)   
|                            |                                            |      |      |      |     |     |        |       
|Werner K. Ebner,            |                                            |      | 2001 | [1]  |     | $   | 36,218 |        |       |  | 0            |   |  |  | 0         |  
|                           
|                           
|                           
|                           
|                            | President and Chief                        |      |      | 2000 | [2] |     | $      | 17,500 |       |  | $            | 0 |  |  | $         | 0 | 
|                           
|                           
|                           
|                           
|                            | Executive Officer                          |      |      | 1999 |     |     | $      | 26,000 |       |  | $            | 0 |  |  | $         | 0 | 
|                           
|                           
|                           
|                           
|Dieter Maschewsky           |                                            |      | 2001 | [3]  |     | $   | 15,862 |        |       |  |              |   |  |  |           |  
|                           
|                           
|                           
|                           
|                            | Vice-president and
Chief Operating Officer |      |      |      |     |     |        |        |       |  |              |   |  |  |           |   | 



| |  | [1] These funds were
paid to Ebner Corporation as consulting fees for
Mr. Ebners services pursuant to a verbal agreement.
| |  | --------------------------------------------------------------------------------------------------------------------------

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| |  | [2] six months                                                                                                                            
| |  | ------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  | [3] These funds were
paid to Telecell International, Inc. as consulting fees for
Mr. Maschewskys services pursuant to a verbal agreement.

We do not have employment agreements with any of our officers or
employees. No stock options were granted during the fiscal year ended June 30,
2001, to the named executive officer or any other officer or employee.

Compensation of Directors.

Our Directors receive no cash or other compensation for their services
on the Board of Directors. In 2000, however, Mr. Ebner gifted 250,000 shares of
his Common Stock to each of Messrs. Benoit and Maschewsky and 10,000 shares of
Common Stock to each of Messrs. Schiffel and Joiner. Although we intend to
compensate our Directors in the future, we do not currently have a plan to do
so. It is contemplated that any such compensation will involve stock and may
have a cash component. We also intend to reimburse Directors for out-of-pocket
expenses for attending Board Meetings.




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table provides information regarding the beneficial
ownership of our common stock as of September 30, 2001 by:



| |  |  | each stockholder known by us to be the beneficial owner of
more than 5% of our common stock;
| | - |  | --------------------------------------------------------------------------------------------
|
| |  |  | each director;                                                                              
|
| |  |  | the named executive officer; and                                                            
|
| |  |  | all directors and executive officers as a group.                                            

We have determined beneficial ownership in accordance with the rules of
the Securities and Exchange Commission. Unless otherwise indicated, the persons
included in the table have sole voting and investment power with respect to all
shares beneficially owned.




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

|                         |  |        |            |         |  |             |      |  |  |                
|------------------------ |  | ------ | ---------- | ------- |  | ----------- | ---- |  |  | ---------------
|NAME OF BENEFICIAL OWNER |  | NUMBER |            | PERCENT |  | TITLE/CLASS
|                         |  |        |            |         |  |            
|Werner K. Ebner          |  |        | 23,208,000 | (1)(2)  |  |             | 87.0 |  |  | common         
|                        
|                        
|                        
|                        
|Eric S. Nelson           |  |        | 3,855,734  | (3)     |  |             | 7.6  |  |  | common/warrants



| |  | [1] Includes 100,000 shares of common stock owned by Mr. Ebners spouse and 100,000 shares of common stock
held by Mr. Ebners minor children.                                                                                                                                                                                            
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | [2] Pursuant to the terms of the Merger agreement with WWI, Mr. Ebner will
exchange all of his shares for 3.9 million Class B common shares,
reducing his ownership percentage in the Company to 15.1%. However, if
at the end of eight (8) months from the closing of this transaction,
the market value of Mr. Ebners 3,900,000 Class B

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| |  | common shares is less than 1 million dollars then the Company. will issue Mr. Ebner additional shares to increase
the market value of his holdings to $1,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | [3] This figure includes: direct ownership of 96,000 shares; indirect
ownership through Sterling Investment Services, Inc. 620,566 shares;
indirect ownership and voting control of ESN Financial Services, LP
(for which Sterling Investment Services, Inc. is general partner, and
in which it owns 3% equity) 489,168 shares; and 1,325,000 Class A and
1,325,000 Class B Warrants, immediately exercisable into common shares
on a 1 for 1 basis issued pursuant to a consulting agreement with Coral
Capital Partners, a company owned by Mr. Nelson. The percent ownership
is based upon 29,393,000 shares outstanding.




SHARES BENEFICIALLY OWNED BY MANAGEMENT

|                                                            |  |        |            |         |  |             |       |   |  |       
|----------------------------------------------------------- |  | ------ | ---------- | ------- |  | ----------- | ----- | - |  | ------
|NAME OF BENEFICIAL OWNER(1) MANAGEMENT                      |  | NUMBER |            | PERCENT |  | TITLE/CLASS
|                                                            |  |        |            |         |  |            
|Werner K. Ebner                                             |  |        | 23,208,000 | (2)(3)  |  |             | 87%   |   |  | common
|                                                           
|                                                           
|                                                           
|                                                           
|Lesly Benoit, Jr                                            |  |        | 250,000    |         |  |             | .09   |   |  | common
|                                                           
|                                                           
|                                                           
|                                                           
|Dieter Maschewsky                                           |  |        | 250,000    |         |  |             | .09   |   |  | common
|                                                           
|                                                           
|                                                           
|                                                           
|Reinhard Schiffel                                           |  |        | 10,000     |         |  |             | .004  |   |  | common
|                                                           
|                                                           
|                                                           
|                                                           
|Jeremy Scott Joiner                                         |  |        | 10,000     |         |  |             | .004  |   |  | common
|                                                           
|                                                           
|                                                           
|                                                           
|All directors and executive officers
as a group (5 persons) |  |        | 23,708,000 | (2)     |  |             | 87.19 | % |  |       



| |  | [1] The address for each of the persons named above is c/o ISNI.net, Inc., 204 East McKenzie Street, Unit D, Punta Gorda,
Florida 33950.                                                                                                                                                                                                                                                                                                                                                                   
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | [2] Includes 100,000 shares of common stock owned by Mr. Ebners spouse and
100,000 shares of common stock held by Mr. Ebners minor children.                                                                                                                                                                                                                                                                                                                                                             
|
| |  | [3] Pursuant to the terms of the Merger agreement with WWI, Mr. Ebner will
exchange all of his shares for 3.9 million Class B common shares, reducing
his ownership percentage in the Company to 15.1%. However, if at the end of
eight (8) months from the closing of this transaction, the market value of
Mr. Ebners 3,900,000 Class B common shares is less than 1 million dollars
then the Company will issue Mr. Ebner additional shares to increase the
market value of his holdings to $1,000,000.




Possible Change of Control.

In connection with the proposed merger agreement referred to in the
Information Statement filed with the SEC in August 30, 2001, should the
transaction close, with WWI, Mr. Ebner will exchange all of his shares for 3.9
million Class B common shares, reducing his ownership percentage. Likewise, Mr.
Ray Boulari, the President and Chief Executive Officer of WWI will be issued
19.5 million Class A shares of an adjusted pro forma total of 27,135,000 or
approximately 72%.




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended June 30, 2001, the Company received advances from
the principal stockholder and made payments on advances made from two
corporations affiliated with the principal stockholder. As of June 30, 2001, the
Company owed $5,627 to the affiliated corporations and $153,000 to the principal
stockholder. The advances from the principal stockholder and the affiliated

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corporations are unsecured, interest free and are payable on demand. However, in
accordance with SEC Staff Accounting Bulletin 1:B.1. interest expense has been
recorded on the above advances using market rates of interest for similar arms
length loans at local financial institutions, ranging from 7% to 9.5%. Interest
expense charged to operations under these advances and the companys lines of
credit (Note D) totaled $23,169 and $7,823 for the year ended June 30, 2001 and
the six months ended June 30, 2000, respectively.

During the year ended June 30, 2000, we received interest-free advances
from our principal stockholder, Werner K. Ebner, as well as from Computer Center
Corp. and Ebner Corporation, both of which are wholly owned by Mr. Ebner. As of
June 30, 2000, we owed $16,498 to Ebner Corporation for management services and
advances for operating expenses, and $143,750 to Mr. Ebner for consulting fees
related to our merger and for a portion of the accounting and attorney fees
related to registering our shares of common stock. We also owe $5,921 to Ebner
Corporation for a capital lease obligation as of June 30, 2000. This lease is
for a piece of equipment which contains the modems necessary for our customers
to dial in to the Internet. We also paid a management fee of $2,375 during the
year ended June 30, 2000, to Ebner Corporation for management services.

We also sub-lease office space from Ebner Corporation. Our
month-to-month agreement provides for monthly rent of $918, as well as a pro
rata share of all real estate taxes, utilities, insurance, and maintenance of
the property. Rental expense charged to operations under this lease totaled
$18,634 for the year ended June 30, 2001.

On March 13, 2001, the Company entered a Consulting Agreement with
Coral Capital Partners, a company owned by Eric Nelson. The agreement required
Mr. Nelsons company to provide corporate finance and financial advisory
services to the Company for one year. The agreement renews automatically unless
terminated by advance written notice. Coral Capital Partners for its
consideration received Class A and B warrants each immediately exercisable into
1,325,000 common shares at a price of $5.00 and $3.00 per share, respectively.
The warrants expire at 5:00 p.m. on March 10, 2004. The warrant carry a
redemption feature designed to force their exercise if the common stock closes
above 150% of the exercise price for 20 consecutive trading days. In addition,
the consulting agreement entitles Coral Capital Partners to demand registration
rights.

On August 30, 2001 we filed an Information Statement with the
Securities and Exchange Commission pursuant to Section 14(C) of the Securities
and Exchange Act of 1934 (the Act) and Schedule 14C thereunder in connection
with a proposed merger with World Wide Internet, Inc. (WWI) which contains the
following key terms:



| |  | We have formed a wholly owned subsidiary corporation ISNI
Acquisitions, Inc.                                                                                                      
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | ISNI Acquisitions, Inc. will acquire from WWIs sole stockholder, Ray Bolouri, all the
outstanding shares of WWI. in exchange for 19,500,000 shares of our Companys
common stock.
| 

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|  |  |                                                                                                                                                                                                                                                                                             
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Werner Ebner, the majority shareholder of our Company, will
exchange his 23,008,000 common shares of the Company for
3,900,000 newly created Class B Common Shares of the Company.
The Class B Shares will be identical in all respects to the
Companys Class A common shares, except that:



| |  |  | they are subject to a lock-up agreement and may not
be sold for an eight month period following the
closing of the merger, and                                                                                                                                                                                                                                                                           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | if at the end of eight (8) months from the closing of
the merger transaction, the market value of Werner
Ebners 3,900,000 Class B common shares is less than
1 million dollars, then we will issue Mr. Ebner
additional shares to increase the market value of his
holdings to $1,000,000. At the end of the eight-month
period, the Class B shares will be converted into the
Companys Class A common.

On August 30, 2001, by majority consent, 86% of our shareholders of
record, represented by Mr. Ebners shares, approved this transactions. The
merger is expected to close on about October 16, 2001. The following reasons
were cited for the proposed merger. ISNI.net, Inc. is an Internet Service
Provider (ISP) operating in the city of Punta Gorda and surrounding areas of
Charlotte County, Florida. We have been a publicly reporting company filing with
the Securities and Exchange Commission since filing our initial registration
statement September of 1999. The shares of ISNI.net, Inc. are not yet publicly
traded. Werner Ebner, the President and majority shareholder of ISNI has moved
to the island of Cypress to actively manage other business ventures on the
island and wishes to divest himself of his holdings within the United States.
Following the merger Mr. Ebner will no longer actively involve him self in the
Company. Additional information with respect to this proposed merger will be
included in the Information Statement which we have filed with the SEC. and
available to the public over the Internet at the SECs web site at
http://www.sec.gov. The Company expects that the merger will expand the
geographic reach of the Companys business.




PART IV




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(A)  The following documents are filed as part of this Annual Report on
Form 10-KSB:



| |                                                                                 
| | --------------------------------------------------------------------------------
| | (1) The following financial statements are included in this report under Item 7:



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Independent Auditors Report.                                                                
|
| | Balance Sheets as of June 30, 2001 and June 30, 2000.                                        
|
| | Statements of Operations for the year ended June 30, 2001 and six
months ended June 30, 2000.

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| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | Statements of Stockholders Deficit for the year ended June 30,
2001 and six months ended June 30, 2000.



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Statements of Cash Flows for the year ended June 30, 2001 and six
months ended June 30, 2000.
|
| | Notes to the Financial Statements.                                                           
|
| | (2) Exhibits:                                                                                

|        |  |                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                                                                                     
|NUMBER  |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                     
|2       |  | Plan of Merger between ISNI.Net, Inc. and World Wide Internet, Inc.,
previously filed as Exhibit 99 of Schedule 14(c) Information
Statement and incorporated herein by reference.                                                                                                                                                                                                   
|       
|       
|       
|       
|3(I)    |  | Amended and Restated Certificate of Incorporation of the Registrant,
previously filed as Exhibit 3(I) of Annual Report on Form 10K-SB for
the fiscal year ended June 30, 2000 and incorporated herein by
reference.                                                                                                                                                                 
|       
|       
|       
|       
|3(II)   |  | Bylaws, previously filed as Exhibit 3(II) of Annual Report on Form
10K-SB for the fiscal year ended June 30, 2000 and incorporated
herein by reference.                                                                                                                                                                                                                             
|       
|       
|       
|       
|4       |  | Instruments defining the rights of holders. Reference is made to
Articles Five, Six, Seven, Eight, Nine, Ten, Eleven, Twelve, and
Thirteen of the Amended and Restated Certificate of Incorporation as
incorporated by reference herein, previously filed as Exhibit 4 of
Annual Report on Form 10K-SB for the fiscal year ended June 30, 2000
and incorporated herein by reference.
|       
|       
|       
|       
|23(I)   |  | Consent of Allan M. Lerner, P.A.                                                                                                                                                                                                                                                                                                                                                    

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                        |  |                           
|----------------------- |  | --------------------------
|                        |  | ISNI.NET, INC.            
|                       
|                       
|                       
|                       
|                       
|                       
|Dated: October 15, 2001 |  | By: /s/ Werner K. Ebner   
|                        |  |                           
|                        |  | Werner K. Ebner, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated below.

|                         |  |                             |  |                 
|------------------------ |  | --------------------------- |  | ----------------
|Name                     |  | Title                       |  | Date            
|                         |  |                             |  |                 
|                        
|/s/ Werner K. Ebner      |  | President, Chief Executive  |  | October 15, 2001
|                         |  | Officer and Director        |  |                 
|Werner K. Ebner          |  |                             |  |                 
|                        
|                        
|                        
|                        
|                        
|/s/ Dieter Maschewsky    |  | Chief Operating Officer,    |  | October 15, 2001
|                         |  | Vice-President and Director |  |                 
|Dieter Maschewsky        |  |                             |  |                 
|                        
|                        
|                        
|                        
|                        
|/s/ J. Lesly Benoit, Jr. |  | Chief Financial Officer,    |  | October 15, 2001
|                         |  | Secretary and Director      |  |                 
|J. Lesly Benoit, Jr.     |  |                             |  |                 
|                        
|                        
|                        
|                        
|                        
|/s/ Reinhard Schiffel    |  | Director                    |  | October 15, 2001
|                         |  |                             |  |                 
|Reinhard Schiffel        |  |                             |  |                 
|                        
|                        
|                        
|                        
|                        
|/s/ Jeremy Scott Joiner  |  | Director                    |  | October 15, 2001
|                         |  |                             |  |                 
|Jeremy Scott Joiner      |  |                             |  |                 

50