<PAGE>   1
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A
  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000

                         ERESOURCE CAPITAL GROUP, INC.
                       (Formerly known as flightserv.com)
             (Exact name of registrant as specified in its charter)

       DELAWARE                        1-8662                    23-2265039
(State of Incorporation)       (Commission File Number)        (IRS Employer
                                                             Identification No.)

                             3343 PEACHTREE ROAD NE
                                    SUITE 530
                                ATLANTA, GA 30326
                                 (404) 869-2599
              (Address of registrant's principal executive offices
          including zip code and telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act
of 1934:

      TITLE OF CLASS                  NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, par value $0.04                  American Stock Exchange

         Securities Registered Pursuant to Section 12(g) of the Securities
Exchange Act of 1934: NONE

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

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, 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 the Form 10-KSB or any amendment to
this Form 10-KSB. [X]

         The Registrant's revenues for its most recent fiscal year (12 months
ending June 30, 2000): $1,118,478.

         The aggregate market value of the voting stock held by non-affiliates
as of September 27, 2000 was $49,392,000.

         Check whether the issuer filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [X] No [ ]

         The number of shares outstanding of the Registrant's Common Stock as of
September 27, 2000: 51,088,654

    Transitional Small Business Disclosure Format:      Yes  [ ]    No [X]


                                      A-1
<PAGE>   2
This Amendment No. 1 on Form 10-KSB/A amends and restates in its entirety the
text of Items 7. and 12. of the Annual Report on Form 10-KSB for the year ended
June 30, 2000 filed on September 28, 2000 by the registrant (the "Company"). No
other changes have been made to the report on Form 10-KSB as originally filed.

Statements in this report about anticipated or expected future revenue or
growth or expressions of future goals or objectives are forward-looking
statements within the meaning of Section 21E of the Securities Act of 1934, as
amended. All forwarding-looking statements in this release are based upon
information available to the Company on the date of this release. Any
forward-looking statements involve risks and uncertainties, including those
risks described in the Company's filings with the Securities and Exchange
Commission, that could cause actual events or results to differ materially
from the events or results described in the forward-looking statements,
whether as a result of new information, future events or otherwise. Readers
are cautioned not to place undue reliance on these forward-looking statements.

ITEM 7.  FINANCIAL STATEMENTS

The following financial statements are contained in this Item 7:

         Reports of Independent Auditors.
         Consolidated Balance Sheets as of June 30, 2000 and 1999.
         Consolidated Statements of Operations for the year ended June 30, 2000
         and 1999.
         Consolidated Statements of Changes in Shareholders' Equity for the
         years ended June 30, 2000 and 1999.
         Consolidated Statements of Cash Flows for the years ended June 30, 2000
         and 1999.
         Notes to the Consolidated Financial Statements.



                                      A-2
<PAGE>   3


                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
flightserv.com and Subsidiaries

         We have audited the accompanying consolidated balance sheet of
flightserv.com and Subsidiaries as of June 30, 2000 and the related consolidated
statements of operations, shareholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The financial statements of flightserv.com and
Subsidiaries for the year ended June 30, 1999 were audited by other auditors
whose report dated September 24, 1999 expressed an unqualified opinion on those
statements.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit 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 audit provides 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 flightserv.com and
Subsidiaries at June 30, 2000, and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States.


                                                /s/ ERNST & YOUNG LLP


Atlanta, Georgia
September 21, 2000,
  except for the first paragraph of Note 5,
  as to which the date is September 28, 2000


                                      A-3
<PAGE>   4



Report of Independent Certified Public Accountants
Board of Directors
flightserv.com and Subsidiaries

     We have audited the accompanying consolidated balance sheet of
flightserv.com (formerly Proactive Technologies, Inc.) and Subsidiaries as of
June 30, 1999 and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of flightserv.com
and Subsidiaries as of June 30, 1999 and the consolidated results of their
operations and cash flows for the year then ended in conformity with generally
accepted accounting principles.



                                          /s/ JONES AND KOLB


Atlanta, Georgia
September 24, 1999











                                      A-4

<PAGE>   5


                         FLIGHTSERV.COM AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   ASSETS


                                                                                        June  30,
                                                                             -------------------------------
                                                                                 2000               1999
                                                                             ------------       ------------
<S>                                                                          <C>                <C>
Cash and cash equivalents                                                    $    526,657       $  3,486,221
Accounts and notes receivable                                                      55,995            475,114
Prepaid expenses - compensation                                                 4,615,862                 --
Prepaid expenses - other                                                          119,912              4,431
                                                                             ------------       ------------

     Total current assets                                                       5,318,426          3,965,766
Deferred costs and other assets                                                   924,743            465,518
Predevelopment costs                                                            1,164,043          1,085,048
Property and equipment, net                                                     9,561,842          8,853,427
                                                                             ------------       ------------
        Total assets                                                         $ 16,969,054       $ 14,369,759
                                                                             ============       ============

                                    LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable - current portion                                              $    128,683       $    118,821
Accounts payable and accrued expenses                                             839,146            404,663
                                                                             ------------       ------------

      Total current liabilities                                                   967,829            523,484

Net liabilities of discontinued operations                                          5,852            104,138
Notes payable                                                                   7,582,707          7,711,390
Accrued interest payable                                                          848,424            861,942
Commitments and contingent liabilities

Shareholders' equity:
  Common stock, $.04 par value, 60,000,000 shares authorized,
   33,554,584 and 31,593,235 issued, respectively                               1,342,183          1,263,729
  Additional paid-in capital                                                   78,147,672         18,089,625
  Accumulated deficit                                                         (71,788,106)       (13,852,557)
  Treasury stock - at cost (435,930 and 1,050,000 shares, respectively)          (137,507)          (331,992)
                                                                             ------------       ------------

      Total shareholders' equity                                                7,564,242          5,168,805
                                                                             ------------       ------------

         Total liabilities and shareholders' equity                          $ 16,969,054       $ 14,369,759
                                                                             ============       ============
</TABLE>

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


                                      A-5

<PAGE>   6

                         FLIGHTSERV.COM AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                  Year Ended June 30,
                                                                            -------------------------------
                                                                                2000                1999
                                                                            ------------       ------------
<S>                                                                         <C>                <C>
Revenues:
  Sales - private aviation                                                  $     10,040       $         --
  Lease income - commercial real estate                                        1,108,438            602,026
                                                                            ------------       ------------

                                                                               1,118,478            602,026
Cost of sales - private aviation                                                  93,561                 --
                                                                            ------------       ------------

       Gross profit                                                            1,024,917            602,026

Selling, general and administrative expense - compensation related
   to issuance of stock options and warrants                                  48,996,238          1,736,048
Selling, general and administrative expenses - other                           7,023,055          3,236,243
Depreciation and amortization                                                    466,482            129,263
Interest expense, net                                                            862,975            468,249
Loss on investments                                                            1,011,716                 --
                                                                            ------------       ------------

        Loss before discontinued operations                                  (57,335,549)        (4,967,777)
                                                                            ------------       ------------

Discontinued operations:
  Loss from discontinued operations                                                   --         (4,291,505)
  Loss on disposal of discontinued operations                                   (600,000)        (6,913,728)
                                                                            ------------       ------------

        Net loss                                                            $(57,935,549)      $(16,173,010)
                                                                            ============       ============

Basic and diluted loss per share:
  Loss per share before discontinued operations                             $      (1.81)      $       (.24)
  Discontinued operations                                                          (0.02)              (.54)
                                                                            ------------       ------------

        Net loss                                                            $      (1.83)      $       (.78)
                                                                            ============       ============
  Weighted average shares outstanding used in
      calculating basic and diluted net loss per share                        31,596,541         20,793,855
                                                                            ============       ============
</TABLE>


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


                                      A-6
<PAGE>   7

                         FLIGHTSERV.COM AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                      Common Stock           Additional
                                --------------------------    Paid-In      Accumulated     Treasury         Note
                                  Shares          Amount      Capital         Deficit        Stock       Receivable       Total
                                ----------     -----------  ------------   ------------   ------------   -----------   ------------
 <S>                            <C>            <C>          <C>            <C>            <C>            <C>           <C>
 Balance at June 30, 1998       17,092,657      $  683,706   $12,657,420   $  2,320,453    $(1,950,077)  $  (477,524)  $ 13,233,978

 Net loss June 30, 1999                 --              --            --    (16,173,010)            --            --    (16,173,010)
 Issuance of Common Stock        5,000,000         200,000     1,800,000             --             --            --      2,000,000
 Stock issued for services       2,503,778         100,151     1,142,430             --             --            --      1,242,581
 Purchase of businesses          6,700,000         268,000     1,407,000             --             --            --      1,675,000
 Issuance of options and
   warrants                             --              --     1,736,048             --             --            --      1,736,048
 Sale of real estate                    --              --            --             --     (2,240,792)           --     (2,240,792)
 Issuance of treasury stock             --              --     1,676,200             --      1,773,800            --      3,450,000
 Issuance of treasury stock
   for services                         --              --       110,000             --        135,000            --        245,000
 Cancellation of notes
   receivable                           --              --    (2,427,601)            --      1,950,077       477,524             --
 Reinstatement of
   cancelled shares                296,800          11,872       (11,872)            --             --            --             --
                                ----------     -----------  ------------   ------------   ------------   -----------   ------------

 Balance at June 30, 1999       31,593,235       1,263,729    18,089,625    (13,852,557)      (331,992)           --      5,168,805
                                ----------     -----------  ------------   ------------   ------------   -----------   ------------

 Net loss June 30, 2000                 --              --            --    (57,935,549)            --            --    (57,935,549)
 Issuance of Common Stock          825,354          33,014     4,559,219             --             --            --      4,592,233
 Exercise of options and
   warrants                      1,135,995          45,440       (45,440)            --             --            --             --
 Issuance of treasury stock             --              --     1,184,495             --         68,005            --      1,252,500
 Legal settlement                       --              --        67,334             --        126,480            --        193,814
 Issuance of options and
   warrants                             --              --    54,292,439             --             --            --     54,292,439
                                ----------     -----------  ------------   ------------   ------------   -----------   ------------

 Balance at June 30, 2000       33,554,584     $ 1,342,183  $ 78,147,672   $(71,788,106)  $   (137,507)  $        --   $  7,564,242
                                ==========     ===========  ============   ============   ============   ===========   ============
</TABLE>

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


                                      A-7

<PAGE>   8

                         FLIGHTSERV.COM AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       Year Ended June 30,
                                                                                  ------------------------------
                                                                                      2000              1999
                                                                                  ------------       -----------
 <S>                                                                              <C>                <C>
 Cash flows used by operating activities:
 Loss before discontinued operations                                              $(57,335,549)      $(4,967,777)
   Adjustments to reconcile net loss to net cash used by operating
      activities:
      Compensation expense related to issuance of options and warrants              48,996,238         1,736,048
      Depreciation and amortization                                                    466,482           129,263
      Deferred debt amortization interest                                              291,825           134,023
      Issuance of common stock for services                                                 --         1,421,000
   Changes in operating assets and liabilities:
      Accounts and notes receivables                                                   419,119           (10,114)
      Prepaid expenses                                                                (115,481)               --
      Deferred costs and other assets                                                  (85,050)           (4,431)
      Accounts payable and accrued expenses                                            420,965           382,538
                                                                                  ------------       -----------

      Cash used by operating activities before discontinued operations              (6,941,451)       (1,179,450)
                                                                                  ------------       -----------

  Discontinued operations, net                                                         129,530          (397,771)
                                                                                  ------------       -----------

      Net cash used by operating activities                                         (6,811,921)       (1,577,221)
                                                                                  ------------       -----------

 Cash flows from investing activities:
  Predevelopment costs                                                                 (78,995)         (185,048)
  Purchase of property and equipment                                                (1,160,558)          (85,091)
  Investing activities of discontinued operations, net                               1,291,166                --
                                                                                  ------------       -----------

      Net cash provided (used) by investing activities                                  51,613          (270,139)
                                                                                  ------------       -----------

 Cash flows from financing activities:
  Principal debt payments                                                             (118,821)          (55,951)
  Proceeds from issuance of common stock                                             5,844,733         5,450,000
  Financing activities of discontinued operations, net                              (1,925,168)          (67,708)
                                                                                  ------------       -----------

      Net cash provided by financing activities                                      3,800,744         5,326,341
                                                                                  ------------       -----------

 Net (decrease) increase in cash and cash equivalents                               (2,959,564)        3,478,981

 Cash and cash equivalents at beginning of year                                      3,486,221             7,240
                                                                                  ------------       -----------

 Cash and cash equivalents at end of year                                         $    526,657       $ 3,486,221
                                                                                  ============       ===========

 Supplemental disclosures of cash flow information:
  Cash paid during period for:
      Interest                                                                    $    571,150       $ 1,526,896
                                                                                  ============       ===========
      Income Taxes                                                                $         --       $        --
                                                                                  ============       ===========
 Schedule of non-cash transactions:
  Sale of real estate in exchange for note receivable                             $  3,267,570                --
                                                                                  ============       ===========
  Issuance of compensatory stock purchase warrants
   in connection with strategic vendor alliance                                   $  5,389,686                --
                                                                                  ============       ===========
</TABLE>


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


                                      A-8

<PAGE>   9


                         FLIGHTSERV.COM AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         These financial statements include the operations of flightserv.com
("FSW") and its subsidiaries (collectively "Company"). In June 1999 FSW changed
its name from Proactive Technologies, Inc. to reflect the new business direction
of the Company. All significant intercompany balances and transactions have been
eliminated. Certain prior period amounts have been reclassified to conform to
the fiscal 2000 presentation.

Cash and Cash Equivalents

         The Company classifies as cash equivalents any investments which can be
readily converted to cash and have an original maturity of less than three
months. At times cash and cash equivalent balances at a limited number of banks
and financial institutions may exceed insurable amounts. The Company believes it
mitigates its risks by depositing cash or investing in cash equivalents in major
financial institutions.

Property, Plant and Equipment

         Property, plant and equipment are stated at cost, less accumulated
depreciation. Depreciation is computed on the straight-line basis over the
assets' estimated useful lives. Expenditures for maintenance and repairs are
expensed as incurred, and expenditures for improvements which extend the useful
life or add value to the asset are capitalized.

         Sales and disposals of assets are recorded by removing the related cost
and accumulated depreciation amounts with any resulting gain or loss reflected
in income.

         The carrying value of property and equipment and predevelopment costs
is reviewed for impairment whenever events or changes in circumstances indicate
that such amounts may not be recoverable. If such an event occurred, the Company
would prepare projections of future results of operations for the remaining
useful lives of such assets. If such projections indicated that the expected
future net cash flows (undiscounted and without interest) would become less than
the carrying amounts of the property and equipment and the predevelopment costs,
the Company would record an impairment loss in the period such determination is
made.

Revenue Recognition

         Revenue related to the Company's private aviation travel services
consists of ticket sales and is recognized upon completion of the related
flight. Lease income is recognized monthly on the accrual basis in connection
with the Company's shopping center investments.

Net Loss Per Share

         The Company computes net loss per share in accordance with SFAS No.
128, "Earnings per Share" which requires dual presentations of basic earnings
per share ("EPS") and diluted EPS.

         Basic earnings per share is computed using the weighted average number
of common shares outstanding during the period. Diluted earnings per share is
computed using the weighted average number of common shares outstanding and
potentially dilutive shares outstanding during the period. Options and warrants
to purchase 22,445,120 and 7,200,000 shares of Common Stock were outstanding at
June 30, 2000, and 1999, respectively. Such outstanding options and warrants
could potentially dilute earnings per share in the future but have not been
included in the computation of diluted net loss per share in 2000 and 1999 as
the impact would have been antidilutive.


                                      A-9

<PAGE>   10

Income Taxes

         The Company accounts for income taxes in accordance with the liability
method as provided under SFAS No. 109, "Accounting for Income Taxes."
Accordingly, deferred income taxes are recognized for the tax consequences of
differences between the financial statement carrying amounts and the tax bases
of existing assets and liabilities. The measurement of deferred tax assets is
reduced, if necessary, by the amount of any benefits that, based on available
evidence, are not expected to be realized.

Use of Estimates

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

Recent Accounting Pronouncement

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Investments and Hedging Activities," ("SFAS
133") as amended, which establishes a new model for accounting for derivatives
and hedging activities and supersedes several existing standards. SFAS 133, as
amended by SFAS 137, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company does not expect that the adoption of
SFAS 133 will have a material impact on its financial statements.

NOTE 2. CONTINUING OPERATIONS

Private Aviation Travel Services

         In fiscal 2000 and 1999, FSW developed an Internet-based, private
aviation travel services business including an Internet Web site. The Company
launched its Web site in March 2000 and commenced private jet charter flights
for its customers on April 17, 2000. Through June 30, 2000 FSW generated $10,040
in revenue from its private seats travel services operation. Cost of sales
exceeded this revenue due to operating charter flights below breakeven capacity
and cancellation fees to reserve aircraft for the startup operation.

         In fiscal 2000 and 1999, FSW incurred approximately $6,677,627 and
$850,000 respectively, of general and administrative expense in connection with
development and implementation of this new business. The expense includes
aviation industry, Internet operations, Web site development, marketing, and
business plan consulting and other professional services. In addition FSW issued
warrants to purchase its Common Stock for strategic vendor alliances and to
certain investors related to the private aviation travel services business.

         Also in fiscal 2000 the Company recognized a $1,011,716 loss in
connection with the write-off of capitalized costs related to certain corporate
office space deposits and advances to a company which had intended to acquire
aircraft for use in FSW's the private charter aviation services business.

         At June 30, 2000 and 1999, FSW had capitalized $1,043,900 and $88,500,
respectively, in Web site development costs. Web site development costs are
being amortized over a three year period. Amortization for the year ended June
30, 2000 was $115,988.

Commercial Real Estate Investments

         In January 1999, the Company purchased from the current Chairman and
his children an entity that owns two shopping center properties in the Atlanta,
Georgia area in exchange for 3,100,000 shares of the Company's Common Stock
which was valued at $775,000 based on the then current market value of the
Common Stock.

Stratos Inns Concept

         In fiscal 1999, the Company purchased PDK Properties, Inc. ("PDK") from
a trust of which the Company's former President is trustee in exchange for
3,600,000 shares of Common Stock, which were valued at $900,000 based on the
then current market value of


                                      A-10
<PAGE>   11

the Common Stock. PDK holds a 30-year ground lease at a regional airport in
Dekalb County, Georgia and owns Stratos Inns, a hotel and hospitality business
concept. The lease provides for a 54-month development period and a 30-year
lease term after a hotel is constructed and opened.

         The Company has completed a preliminary study for development of its
first Stratos Inn hotel and is evaluating its options in connection with PDK. At
June 30, 2000 and 1999, the Company's investment in predevelopment costs of PDK
is $1,164,043 and $1,085,048, respectively.

INFORMATION RELATED TO BUSINESS SEGMENTS IS AS FOLLOWS (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                                       Year Ended June 30, 2000
                                         -----------------------------------------------------------------------------------
                                         Aviation
                                         Travel Services            Shopping Centers         Stratos Inns           Total
                                         ---------------            ----------------         ------------          --------
<S>                                      <C>                        <C>                      <C>                   <C>
Revenues                                 $     10                   $   1,108                $     --              $  1,118
Net loss before
  discontinued operations                 (56,875)                       (461)                     --               (57,336)
Identifiable assets                         7,025                       8,780                   1,164                16,969
Capital Expenditures                        1,138                          23                      --                 1,161
Depreciation and amortization                 154                         312                      --                   466


                                                                       Year Ended June 30, 1999
                                         -----------------------------------------------------------------------------------
                                         Aviation
                                         Travel Services            Shopping Centers         Stratos Inns           Total
                                         ---------------            ----------------         ------------          --------
<S>                                      <C>                        <C>                      <C>                   <C>
Revenues                                 $     --                   $     602                $     --              $    602
Net loss before
  discontinued operations                  (4,737)                       (231)                     --                (4,968)
Identifiable assets                         3,980                       9,305                   1,085                14,370
Capital Expenditures                           85                          --                      --                    85
Depreciation and amortization                   1                         128                      --                   129
</TABLE>

NOTE 3.  DISCONTINUED OPERATIONS

         Effective January 1, 1999 the Company discontinued its residential real
estate development operations. Residential real estate operations include
developed lots, undeveloped land, and equity investments in residential real
estate development companies, partnerships, and joint ventures. The fiscal 1999
statement of operations reflects the Loss From Discontinued Operations through
December 31, 1998 and the Loss on Disposal of Discontinued Operations from
January 1, 1999 through June 30, 1999. The Company made certain estimates
regarding the fair values of certain assets and the costs to dispose of the
remaining assets of the discontinued operations at June 30, 2000 and 1999.

         The fiscal 1999 Loss on Disposal of Discontinued Operations includes
transactions with a former chief executive officer and a former officer of the
Company. These former executives purchased real estate and cash assets with an
aggregate book value of approximately $12,900,000. The Company received cash of
$435,000, notes receivable of $465,000 and 5,000,000 shares of the Company's
Common Stock valued at approximately $1,928,000, or $0.386 per share which
represented the market price of the stock when the parties entered into their
agreement. Also, in these transactions the purchasers assumed approximately all
of the Company's $9,094,000 of mortgage indebtedness outstanding on the
properties. In fiscal 1999, the Company recorded a pre-tax loss of approximately
$983,000 on these transactions. At June 30, 1999 the Company held notes
receivable in the amount of $465,000 in connection with the transactions. The
Company received full payment on the notes subsequent to June 30, 1999. In
September 1999, the Company reacquired certain real estate, which was part of
these transactions, for approximately $583,000.

         In fiscal 1999, the Company sold certain residential real estate
holdings with an aggregate book value of $2,522,000 to a former company director
and a former officer in exchange for the return of 1,000,000 shares of the
Company's Common Stock with a then market value of $313,000, or $0.313 per share
which represents the market price of the Company's Common Stock when the parties
entered into their agreement. Also, the buyers assumed approximately $760,000 of
mortgage indebtedness on the properties. The Company recorded a pre-tax loss on
this transaction of approximately $1,449,000. Also in fiscal 1999, the Company
sold residential real estate with a book value of $1,674,000 to an entity in
which a former Company director held a controlling interest for $610,000,
consisting of $125,000 of cash and the assumption by the buyer of approximately
$485,000 of mortgage indebtedness. The Company recorded a pre-tax loss of
$1,064,000 on the transaction.

         In July 1999, the Company sold certain undeveloped land with a book
value of approximately $1,200,000 in exchange for approximately $768,000 of cash
and the assumption by the buyer of approximately $799,000 of mortgage
indebtedness. In fiscal 1999, the Company recorded a gain of approximately
$367,000 on the transaction.

         In September 1999, the Company transferred, pursuant to a contractual
arrangement, the remaining discontinued operations real estate assets with an
aggregate book value of approximately $3,700,000 to an entity, in which a former
chief executive officer was an affiliate. The Company received a note for
$1,000,000 and the buyer assumed mortgage indebtedness of approximately
$2,200,000. The Company recorded a loss of approximately $500,000 on the
transaction in 1999. The Company is contingently liable on indebtedness
aggregating $2,200,000 which is due to mortgageholders. In the event the entity
is not able to satisfy the $2,200,000 of mortgage notes, the Company would be
obligated to satisfy such obligations and would have the right to foreclose on
the land. In June 2000, the Company determined that it was unlikely that the
buyer would be able to complete the terms of the contract. As a result, the
Company recorded a $900,000 loss on disposal of discontinued operations to
reflect the estimated net realizable value of this property.

         The $600,000 loss on disposal of discontinued operations in 2000
consists of a write down in the valuation of real estate inventory ($900,000)
partially offset by a reduction ($300,000) in the estimated expenses to dispose
of discontinued operation assets.

         Following is a summary of the Net Liabilities of Discontinued
Operations at June 30:

<TABLE>
<CAPTION>
                                                                           2000              1999
                                                                       -----------       -----------
                  <S>                                                  <C>               <C>
                  Real estate inventories                              $ 2,863,817       $ 4,095,912
                  Investments in real estate equity securities                  --           676,500
                  Notes payable                                         (2,602,000)       (4,449,756)
                  Reserve for estimated expenses and other liabilities    (267,669)         (426,794)
                                                                       -----------       -----------
                                                                       $    (5,852)      $  (104,138)
                                                                       ===========       ===========
</TABLE>

         The Company expects to disburse or resolve the estimated expenses and
liabilities when the real estate and other assets and liabilities of the
discontinued operations are liquidated over the next twelve months, except for
estimated income taxes which may not be resolved during the same time period due
to an ongoing Internal Revenue Service examination.


                                      A-11
<PAGE>   12

NOTE 4.  PROPERTY AND EQUIPMENT

         At June 30, 2000 and 1999 property and equipment consists of the
following:

<TABLE>
<CAPTION>
                                                       2000               1999
                                                   ------------       -----------
<S>                                                <C>                <C>
Land                                               $    739,650       $   739,650
Buildings and improvements - shopping centers         8,120,259         8,100,329
Leasehold improvements                                   25,069             4,995
Web site development costs                            1,043,901            88,500
Furniture, fixtures and equipment                       179,946            21,825
                                                   ------------       -----------

                                                     10,108,825         8,955,301
Accumulated depreciation                               (546,983)         (101,874)
                                                   ------------       -----------

        Total net                                  $  9,561,842       $ 8,853,427
                                                   ============       ===========
</TABLE>

NOTE 5.  NOTES PAYABLE

         Notes payable as of June 30, 2000 and 1999 consisted of mortgage notes
payable to an insurance company with interest rates of 8%. Interest and
principal on the mortgage notes are due monthly based on a 25 year amortization
with balloon principal payments due on October 1, 2000. In September 2000, the
Company received notice from the creditor that the balloon principal payments
are extended to October 1, 2001. Accordingly, the debt is presented as
noncurrent in the June 30, 2000 balance sheet. The notes are collateralized by
shopping center properties.

         The mortgage financing on the shopping center properties includes
additional interest agreements which provides that the lender receive 50% of the
net cash flows on a quarterly basis and the excess of appraised value over the
mortgage loan balance at the time of any sale of the property or maturity of the
mortgage. The Company has recorded deferred discount and accrued interest
payable to reflect the lenders allocation of the excess appraisal value over the
loan. At June 30, 2000 and 1999 the deferred debt discount cost, net of
amortization, is $205,815 and $430,431, respectively. In fiscal 2000 and 1999,
the Company recognized $912,118 and $334,226, respectively, of interest expense
on the mortgage notes including $291,825 and $134,023 in fiscal 2000 and 1999,
respectively, to reflect the lenders allocation of additional interest. At June
30, 2000 and 1999, the accrued additional interest liability was $738,348 and
$731,216 respectively.

         Based on the relatively short maturities of fixed rate debt, and the
market rates of interest such debt bears, management believes the aggregate
carrying amount of its fixed rate debt approximates such debt's fair value.
Interest rates on variable rate debt fluctuate with market conditions.

NOTE 6.  INCOME TAXES

         Deferred income tax assets and (liabilities) consisted of the
following:

<TABLE>
<CAPTION>
                                                                                            June 30
                                                                                 ------------------------------
                                                                                     2000              1999
                                                                                 ------------       -----------
                  <S>                                                            <C>                <C>
                  Deferred income tax assets:
                    Reserve for discontinued operations                          $    442,856       $   270,260
                    Warrants and stock options                                     19,609,571           677,059
                    Deferred compensation                                              36,460                --
                    Net operating loss carryforwards                                8,951,701         5,081,500
                                                                                 ------------       -----------

                        Total deferred income tax assets                           29,040,588         6,028,819
                  Deferred income tax liabilities - property and equipment           (407,121)          (34,515)
                                                                                 ------------       -----------

                  Net deferred income tax assets                                   28,633,467         5,994,304
                  Deferred income tax asset valuation allowance                   (28,633,467)       (5,994,304)
                                                                                 ------------       -----------
                        Net deferred income tax assets                           $         --       $        --
                                                                                 ============       ===========
</TABLE>

         As of June 30, 2000 the Company had approximately $22,953,080 of net
operating loss carry forwards (NOL's) for federal income tax purposes, which
expire between 2019 through 2020. A deferred income tax asset valuation
allowance has been established against


                                      A-12
<PAGE>   13

all deferred income tax assets as management is not certain that the deferred
income tax assets will be realized. In addition, due to substantial limitations
placed on the utilization of net operating losses following a change in control,
utilization of such NOL's could be limited.

         The Company's 1996 and one of its subsidiary's 1994 and 1995 tax
returns are currently under examination by the Internal Revenue Service, but no
reports have yet been issued.

NOTE 7.  COMMON STOCK AND PAID IN CAPITAL

         On January 18, 2000, the Company entered into Common Stock purchase
agreements (the "Purchase Agreements") with Acqua-Wellington Value Fund, Ltd.,
("AWVF") and Four Corners Capital, LLC, ("Four Corners") which provided for a
private placement of restricted Common Stock and warrants to purchase Common
Stock. On January 18, 2000, Four Corners purchased 165,070 shares of restricted
Common Stock for an aggregate purchase price of $1,000,000. In addition, the
Company issued to Four Corners warrants to purchase up to 1,238,030 and
1,485,228 shares of Common Stock at initial exercise prices of $9.77 and $6.06
per share, respectively, subject to adjustments.

         Under the terms of the AWVF Purchase Agreement, AWVF agreed to purchase
from the Company for aggregate consideration of $10,000,000 (i) 1,650,709 shares
of restricted Common Stock and (ii) warrants to purchase up to 3,260,151 shares
of restricted Common Stock at a future date. The AWVF Purchase Agreement
required AWVF to complete the acquisition of the Common Stock and warrants in
two equal tranches. The first tranche for $5,000,000 closed simultaneously with
the execution of the AWVF Purchase Agreement. The second tranche was to have
closed no later than February 29, 2000. AWVF has failed to close the second
tranche as required by the AWVF Purchase Agreement. At the closing of the first
tranche, AWVF purchased from the Company, for an aggregate purchase price equal
to $5,000,000, 825,354 shares of restricted Common Stock and warrants to
purchase up to 1,052,327 and 577,748 shares of Common Stock at initial exercise
prices of $9.77 and $6.06 per share, respectively, subject to adjustment. The
Company is evaluating the options available to it in connection with AWVF's
breach of provisions of the Purchase Agreement.

         In connection with the Purchase Agreements, the Company entered into
Registration Rights Agreements. As a result, of AWVF's breach of the AWVF
Purchase Agreement by failing to close the second tranche, no registration
statement has been filed.

         In December 1999, the Company issued 188,976 shares of restricted
Common Stock in connection with the exercise of nonqualified stock options
previously issued for director services.

         In December 1999, the Company issued 400,000 shares of restricted
Common Stock from treasury stock to certain parties including a former director
and former officer of the Company. The shares were issued pursuant to an
agreement resolving outstanding issues related to certain prior transactions
involving the Company's discontinued real estate operations, which reduced the
related asset valuations by $193,000. In connection therewith, the Company
entered into a Registration Rights Agreement providing the holders of such
shares with certain registration rights.

     In March 2000, the Company sold 50,000 shares of restricted Common Stock
from treasury for $312,500 cash in a private placement transaction to a third
party. In March 2000, FSW issued 947,019 shares of Common Stock in connection
with the exercise of warrants.

         On or about January 1999, the Wendell M. Starke Trust (the "Starke
Trust") purchased 2,500,000 shares of restricted Common Stock for $1,000,000 and
on June 29, 1999 the Starke Trust purchased another 2,300,000 shares for
$1,725,000. In connection with the sale of the shares, the Company entered into
a Registration Rights Agreement with the Starke Trust.

         On or about March 18, 1999, the Godley Morris Group, LLC (the "GMG")
purchased 2,500,000 shares of restricted Common Stock for $1,000,000 and on June
29, 1999 GMG purchased another 2,300,000 shares for $1,725,000. In connection
with the sale of the shares, the Company entered into a Registration Rights
Agreement with the GMG.

         During fiscal 1999, the Company issued 2,853,778 shares of Common Stock
for services rendered and recognized $1,487,582 of compensation expense in
connection with these transactions.


                                      A-13
<PAGE>   14

NOTE 8.  STOCK OPTIONS AND WARRANTS

         In fiscal 1999, the Company issued nonqualified stock options to
purchase 2,000,000 shares of its Common Stock at an exercise price of $0.44 per
share to directors and certain officers. These options were granted at an
exercise price equal to the fair value on the date of the grant. During fiscal
2000, options to purchase 200,000 shares were exercised. In July 2000, 1,400,000
of these options were cancelled. The 400,000 options outstanding are fully
vested and exercisable. As a result, the Company did not recognize any
compensation expense in connection with these options.

         In fiscal 2000 and 1999, the Company granted nonqualified stock options
to purchase 12,025,000 shares of its Common Stock. These options are not
exercisable without shareholder approval, which was not submitted for a
shareholder vote at the Annual Meeting held on July 11, 2000. Of these options -
8,850,000 have been cancelled. The remaining 3,175,000 options are not
exercisable, unless approved by the shareholders at a later date and are not
considered outstanding at June 30, 2000.

         At the July 11, 2000 meeting, the shareholders approved the Company's
2000 Stock Option Plan (the "Option Plan"). The Option Plan provides for the
granting of incentive stock options and nonqualified stock options aggregating
10,000,000 shares.

         In connection with its new private aviation services business FSW
issued warrants to purchase its Common Stock in exchange for consulting and
legal services and for strategic vendor alliances provided by outside third
parties. In addition, the Company issued warrants in connection with Common
Stock private placement transactions. Certain of the warrants issued contain
registration rights provisions.

         The following table summarizes the outstanding warrants and related
exercise prices at June 30:

<TABLE>
<CAPTION>
                         2000                                             1999
        --------------------------------------         -----------------------------------------
                        Exercise                                         Exercise
          Shares          Price       Term               Shares           Price         Term
        ----------     ----------  -----------         ---------        -----------  -----------
        <S>            <C>         <C>                 <C>              <C>          <C>
         5,556,377      $ 0.04       54 months                --          $   --        --
           200,000        0.42      120                  200,000            0.42      120 months
           200,000        0.44      120                  200,000            0.44      120
           450,000        0.50      120                1,450,000            0.50      120
           400,000        0.75      120                  400,000            0.75      120
         2,985,000        1.75      120                  100,000            1.75      120
         1,000,000        2.00      120                       --              --       --
           400,000        2.50      120                       --              --       --
         5,100,000        4.00      120                       --              --       --
         2,063,386        6.06       18                       --              --       --
           742,817        9.77       18                       --              --       --
         1,547,540        9.77       60                                       --       --
        ----------                                     ---------
        20,645,120                                     2,350,000
        ==========                                     =========
</TABLE>

         In the preceding table, the 5,556,377 warrants with an excise price of
$.04 were issued to a vendor in connection with a two-year marketing and
technology services agreement. The Company recorded the value of these warrants
as Prepaid expense -- compensation on the balance sheet at June 30, 2000 which
is being amortized over the vesting period of the warrants. The vesting period
coincides with the time period over which the vendor is required to provide
services to the Company pursuant to the services agreement.

         The above warrants with an exercise price of $9.77 per share, which
were issued in connection with private placements of restricted Common Stock,
contain a variable pricing clause that permits the price to be reduced at the
time of exercise based on the market price of the stock.

         All of the warrants issued by FSW are exercisable, except for 25,000
with an exercise price of $0.50 that vest over one year and 5,556,377 with an
exercise price of $0.04 that vest in stages over periods ranging from 6 to 30
months.


                                      A-14
<PAGE>   15

Following is a summary of certain information regarding the Company's options
and warrants:

<TABLE>
<CAPTION>
                                                                                               Weighted
                                                              Weighted       Weighted          Average
                                                              Average        Average          Remaining
                                                              Exercise      Grant-date       Contractual
                                             Number            Price        Fair Value           Life
                                           ----------      ------------    -----------    -----------------
<S>                                        <C>             <C>             <C>            <C>
Grants during the year:
   Exercise price greater than market         400,000          $0.50          $0.33                  --
   Exercise price equal to market           3,700,000          $0.52          $0.40                  --
   Exercise price below market                250,000          $0.43          $0.45                  --

Outstanding at June 30, 1999                4,350,000          $0.52          $0.40                  --
                                           ----------
Grants during the year:
  Exercise price greater than market        2,290,357          $9.77          $6.00                  --
  Exercise price equal to market              400,000          $2.50          $1.82                  --
  Exercise price below market              16,604,763          $2.42          $4.07                  --
                                           ----------

    Total granted                          19,295,120          $3.29          $4.25                  --
                                           ----------

Exercised during the year                   1,200,000          $0.49          $0.38                  --
                                           ----------
Outstanding at June 30, 2000
  Exercisable at $.04                       5,556,377          $0.04             --           4.5 years
  Exercisable at $.42 to $1.00              3,050,000          $0.49             --           8.7 years
  Exercisable at $1.44 to $2.50             4,385,000          $1.88             --           9.2 years
  Exercisable at $4.00 to $6.06             7,163,386          $4.59             --           7.1 years
  Exercisable at $9.77                      2,290,357          $9.77             --           2.2 years
                                           ----------

Total outstanding                          22,445,120          $2.91             --                  --
                                           ----------
Exercisable at June 30, 2000
   Exercisable at $.42 to $1.00             3,025,000          $0.49             --                  --
   Exercisable to $1.75 to $2.50            4,385,000          $1.88             --                  --
   Exercisable at $4.00 to $6.06            7,163,386          $4.59             --                  --
   Exercisable at $9.77                     2,290,357          $9.77             --                  --
                                           ----------

    Total exercisable                      16,863,743          $3.85             --                  --
                                           ----------
</TABLE>

         The Company accounts for options issued to employees under APB No. 25
and options and warrants issued to nonemployees under FASB No. 123. Pro-forma
information regarding FASB No. 123 is not presented because the stock options
granted during the year ended June 30, 1999 were fully vested and there were no
stock options issued during the year ended June 30, 2000. For the options and
warrants issued to non-employees, the fair value of each award has been
estimated using the same assumptions. The total compensation cost recognized
during fiscal 2000 and 1999 for these awards was $48,996,238 and $1,736,048,
respectively. At the July 11, 2000 Annual Meeting, the Company did not obtain
shareholder approval of 12,025,000 options to purchase its Common Stock
previously proposed to be issued. Accordingly, no compensation expense was
recorded related to these option grants.

         As a result of shareholder approval not being obtained related to such
stock option and warrants the Company will restate its previously filed Form
10-Q's in fiscal 2000. The table below presents quarterly unaudited financial
data as previously reported and as restated for compensation expense which
should not have been recorded in connection with granting of certain stock
options and warrants which did not receive shareholder approval.


                                      A-15
<PAGE>   16

<TABLE>
<CAPTION>
                                                        September 30, 1999            December 31, 1999          March 31, 2000
                                                    -------------------------    -------------------------   -----------------------
                                                    As Previously       As       As Previously       As      As Previously     As
                                                       Reported      Restated       Reported      Restated      Reported    Restated
                                                    -------------    --------    -------------    --------   -------------  --------
                                                                      (Amounts in thousands, except per share data)
                                                                                         Unaudited
<S>                                                 <C>              <C>         <C>            <C>          <C>           <C>
Revenues                                                $    273     $   273       $    253     $   253        $    306    $    306
Expenses related to the issuance
     of stock options and warrants                       (10,199)     (7,731)       (15,298)     (3,296)       (37,453)     (37,034)
Loss from continuing operations                          (11,047)     (8,579)       (16,665)     (4,663)       (39,673)     (39,254)
Net loss                                                 (11,047)     (8,579)       (16,665)     (4,663)       (39,673)     (39,254)
Basic and diluted net loss per share:
  Loss per share before discontinued operations            (0.36)      (0.28)         (0.55)      (0.15)         (1.23)       (1.22)
  Net loss per share                                       (0.36)      (0.28)         (0.55)      (0.15)         (1.23)       (1.22)
</TABLE>

Note 9.  RELATED PARTY TRANSACTIONS

         During 1998 the Company entered into certain transactions with a
corporation of which an officer was the father of the Company's then President.
The corporation owed the Company $636,395 under a note receivable created upon
the sale of residential real estate. All sales to the corporation were made at
prices equivalent to third party transactions. During 1999 the remaining balance
of $619,395 on the note was written off.

         In connection with consulting services related to the Company's
Internet-based, private aviation travel service business provided by Mr. Bert
Lance, the father of the Company's former President and Chief Executive Officer,
the Company in fiscal 2000 and 1999 granted warrants to purchase 1,600,000 and
400,000 shares, respectively, of its Common Stock to the Bert Lance Grantor
Trust. Of these warrants, 400,000 have an exercise price of $.50 per share,
600,000 a $1.75 per share price and 1,000,000 a $4.00 per share price.
Subsequent to June 30, 2000, the Bert Lance Grantor Trust assigned, with the
Company's consent, 250,000 of these warrants to third parties. In addition, the
Company paid consulting fees of $183,000 to Mr. Bert Lance in fiscal 2000.

         In fiscal 1999, the Company paid $100,000 to the wife of the Company's
former President and Chief Executive Officer for services in connection with the
Company's Stratos Inns business concept.

         In December 1999, the Company settled certain matters regarding
residential real estate transactions in prior fiscal years with a former
officer, a former director, and the former director's father. In connection with
this settlement the Company issued 400,000 shares of restricted Common Stock to
these parties and recorded a charge to the estimated reserve for estimated
expenses and other liabilities of discontinued operations of $197,000.

NOTE 10.   CONTINGENCIES

Legal Proceedings

         During the normal course of business, the Company is subject to various
lawsuits which may or may not have merit. Management intends to defend such
suits vigorously and believes that they will not result in any material loss to
the Company.

Operating Leases

         During fiscal 1999 the Company leased office space in Tallahassee,
Florida and Atlanta, Georgia to conduct its business. The Tallahassee lease
terminated on September 30, 1999 in connection with the discontinuation of the
Company's residential real estate business. Currently the Company leases space
in Atlanta, Georgia. The future minimum payments under the non cancelable leases
having an initial or remaining term of more than one year are $111,912, and
$52,491 for fiscal 2001 and 2002, respectively.

NOTE 11.    SUBSEQUENT EVENTS

         In August 2000, the Company's Board approved a series of strategic
transactions that provided new capital, new management and two related
businesses to strengthen FSW's operations and permit the continued development
of FSW's existing business.

         On August 25, 2000, the Company acquired the common stock of Internet
Aviation Services, Ltd. ("IASL) for 1,750,000 shares of Common Stock (with a
then market value of $1,203,125). IASL is a new, leisure and business travel
services company which has products and services that compliment those of FSW.
IASL has one contract for $9,000,000 to provide air charter services beginning
in December 2000. In the IASL acquisition, the Company also received $50,000
cash and experienced executive management. The acquisition will be accounted for
using the purchase method of accounting.


                                      A-16
<PAGE>   17
         On September 7, 2000, the Company acquired DM Marketing, Inc. ("DMM")
for 8,450,000 shares of restricted Common Stock pursuant to a definitive
purchase agreement executed as of August 16, 2000. The aggregate purchase price
of DMM was $6,210,897 consisting of the fair value on August 16, 2000 of the
Company's stock issued ($5,281,250) and direct acquisition costs ($929,647). DMM
operates a telecommunications call center providing telemarketing, help desk and
other services for Internet related companies. DMM's call center operations can
provide back office support for FSW's private jet travel services business. In
the DMM acquisition the Company also received $350,000 in cash. The acquisition
will be accounted for using the purchase method of accounting.

         In connection with the IASL and DMM acquisitions, the Company issued
5,000,000 options to purchase its Common Stock to certain executives of IASL and
two consultants who provided services in connection with the acquisitions. Of
the options issued 3,000,000 have an exercise price of $0.25 per share and
2,000,000 an exercise price of $0.04 per share. These options contain certain
registration rights.

         In connection with the acquisition of IASL and DMM, the Company in
August 2000, issued 7,070,000 common shares at $0.375 in a private placement
transaction. The proceeds of $2,400,000 were net of a 7.5% placement fee and
legal expenses.


                                      A-17
<PAGE>   18
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During 1998, Mr. Preiss, the Company's former Chief Executive Officer,
terminated his employment with the Company and entered into a termination
agreement pursuant to which the Company paid the remaining $387,000 due under a
deferred compensation arrangement and transferred to him cash and additional
property with a total book value of $183,055.

         From time to time during his terms as President, the Company made
advances and repayments of loans to and from Mr. Mark Conner which were repaid
either through cash payments or increases in compensation expense. During the
fiscal year ended June 30, 1998, the Company borrowed approximately $172,000
from Mr. Conner from funds acquired through his sale of Common Stock owned by
him. All advances and loans have been repaid.

         In November 1998, the Company sold (i) approximately 100 acres to an
entity in which Mr. Langdon Flowers, a former director, held a controlling
interest for $610,000, which purchase price was the highest bona fide price
offered for such property and (ii) sold approximately 230 acres in Albany,
Georgia to Mr. Flowers and a Company stockholder in exchange for the return of
1,000,000 shares of Common Stock.

         In January 1999, the Company acquired 100 percent (100%) of the issued
and outstanding shares of West Side Investors, Inc., a Georgia corporation which
owns P & W Stonebridge, LLC and P & W Headland, LLC, which own respectively, the
Stonebridge Village Shopping Center located in Dekalb County, Georgia and the
Headland-DeLowe Shopping Center located in Atlanta, Georgia. Arthur G. Weiss was
the President of West Side Investors, Inc. and, together with his adult
children, owned one hundred percent (100%) of the issued and outstanding Common
stock of West Side Investors, Inc. (the "West Side Stock") prior to the
transaction. The purchase price for the West Side Stock was the issuance of
3,100,000 shares of the Company's Common Stock as follows: Arthur G. Weiss,
1,550,000 shares; Charles G. Weiss, 775,000 shares and Caroline Weiss
Kyriopolous, 775,000 shares. The two shopping centers have an appraised value of
$9,130,000 and are subject to a $7,886,000 non-recourse participating mortgage
entitling the lender to 50% of the profits realized from shopping centers. The
consideration paid was determined as a result of arms-length negotiations prior
to Mr. Weiss becoming a stockholder, director or officer of the Company.

         In connection with consulting services related to the Company's
Internet-based, private aviation travel service business provided by Mr. Bert
Lance, the father of the Company's President and Chief Executive Officer, the
Company in fiscal 2000 and 1999 granted warrants to purchase 1,600,000 and
400,000 shares, respectively, of its Common Stock to the Bert Lance Grantor
Trust. In addition, the Company paid consulting fees of $183,000 to Mr. Bert
Lance in fiscal 2000. In August 2000, the Bert Lance Grantor Trust
assigned 250,000 of such warrants to an unrelated third party, with the
Company's consent, and such warrants were exercised for cash proceeds of
$125,000 to the Company.

         In fiscal 1999, the Company paid $100,000 to the wife of the Company's
former President and Chief Executive Officer for services in connection with
the Company's Stratos Inns business concept.

         In January 1999, the Company acquired 100 percent (100%) of the total
issued and outstanding common stock of PDK Properties, Inc., a Georgia
corporation (the "PDK Stock") which owns 100 percent (100%) of Stratos Inns,
LLC, a Georgia limited liability company, located in Atlanta, Georgia. The
purchase price for the PDK Stock was the issuance of 3,600,000 shares of the
Company's Common Stock to the Lance Children's Trust, of which Mr. C. Beverly
Lance is trustee. The consideration paid was determined as a result of
arms-length negotiations prior to Mr. C. Beverly Lance becoming a stockholder,
officer or director of the Company.

         In January 1999, the Company closed the sale of its wholly-owned
subsidiary, Henry Holdings, Inc., a Florida corporation (the "Subsidiary") to
Mr. Conner, in exchange for 5,000,000 shares of Common Stock that were held by
Mr. Conner. In accordance with the terms of the acquisition agreement, Mr.
Conner received cash and property with value of $1,928,292.

         On or about January 29, 1999, the Wendell M. Starke Trust (the "Starke
Trust") purchased 2,500,000 shares of restricted Common Stock for $1,000,000 and
on June 29, 1999 another 2,300,000 shares for $1,725,000. In connection with the
sale of the shares, the Company entered into a Registration Rights Agreement
with the trust.

         On or about March 18, 1999, the Godley Morris Group, LLC (the "GMG")
purchased 2,500,000 shares of restricted Common Stock for $1,000,000 and on June
29, 1999 another 2,300,000 shares for $1,725,000. In connection with the sale of
the shares, the Company entered into a Registration Rights Agreement with the
GMG.

         In January 2000, the Company entered into a common stock purchase
agreement (the "Four Corners Purchase Agreement") with Four Corners which
provides for an equity financing package consisting of the sale of restricted
Common Stock and warrants. Under the terms of the Four Corners Purchase
Agreement, Four Corners purchased from the Company, for an aggregate purchase
price of $1 million, 165,070 shares of restricted Common Stock, and warrants to
purchase up to 2,723,668 shares of Common Stock. In connection with the Four
Corners Purchase Agreement, the Company entered into a Registration Rights
Agreement with respect to the Common Stock purchased by Four Corners and the
Common Stock underlying all options or warrants held by Four Corners. The terms
of the Purchase Agreement were the result of arms' length negotiations between
the parties. Mr. Goldberg, a former director of the Company, owns a 25% interest
in Four Corners.

         In connection with the equity financing provided by the Four Corners
Purchase Agreement and the Company's $5,000,000 private placement of Common
Stock in January 2000, the Company agreed to pay Four Corners a fee or services
provided to the Company equal to 6% of the proceeds actually received by the
Company and to reimburse Four Corners for expenses relating to the financing. In
fiscal 2000, the Company paid fees to Four Corners in the amount of $360,000 and
has reimbursed Four Corners for approximately $58,000 in expenses.

         In a series of transactions consummated during the 1999 fiscal year,
Mark Conner (a former chief executive officer of the Company) and a former
officer of the Company purchased real property assets used in connection with
certain discontinued operations of the Company with an aggregate book value of
$16 million and assumed all related mortgage indebtedness. The Company received
cash, notes receivable or Common Stock in these transactions. As of June 30,
1999, the Company held notes receivable for $465,000 with respect to these
transactions, and received payment in full subsequent thereto. In fiscal 2000,
the Company sold additional assets of discontinued operations with a carrying
value of $400,000 for cash and other assets of discontinued operations for $1
million in notes receivable plus assumption of approximately $2.2 million in
mortgage indebtedness. At June 30, 2000, the aggregate note balance was $900,000
which amount was fully reserved as uncollectible by the Company due to Mr.
Conner's inability to obtain financing to complete the plan development of
property. These transactions were entered into with entities in which the former
chief executive officer and former officer are investors. All such transactions
were the result of arms' length negotiations.

         In December 1999 the Company issued 400,000 shares of restricted Common
Stock from treasury to certain parties including Langdon Flowers, Jr. (a former
director of the Company), Mr. Flower's father and a former officer of the
Company. The shares were issued pursuant to an agreement that resolved
outstanding issues related to certain transactions involving the Company's
discontinued real estate operations, which reduced the related asset valuations,
by $193,000. The transaction was the result of arms' length negotiations. In
connection therewith, the Company entered into a Registration Rights Agreement
providing the holders of such shares with certain registration rights.

         During fiscal year 1999, the Company wrote off the $619,395 balance
remaining on a note owned by a corporation, and officer of which is Mr.
Conner's father. The note was given in connection with the sale during the 1998
fiscal year of certain real property owned by the Company, the terms of which
were at prevailing market prices.

         In fiscal 2000, the Company advanced $275,100 in anticipation of an
equity investment in a newly formed entity that would acquire private jets for
use in connection with flights arranged thru the Company's Private Seats(TM)
program. The entity was formed and managed by Four Corners. Due to the Company's
inability to raise adequate capital to complete the planned acquisition of
aircraft, these advances were written off as of June 30, 2000.


                                      A-18
<PAGE>   19

                                   SIGNATURES

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

                                              eResource Capital Group, Inc.
                                             (formerly known as flightserv.com)



Date:    June 12, 2001                         By: /s/ Arthur G. Weiss
                                                 -------------------------------
                                                 Arthur G. Weiss
                                                 Chairman of the Board

         In accordance with the requirements of the Exchange Act, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.



Date:    June 12, 2001                         By: /s/ Arthur G. Weiss
                                                 -------------------------------
                                                 Arthur G. Weiss
                                                 Chairman of the Board


Date:    June 12, 2001                         By: /s/ Michael D. Pruitt
                                                 -------------------------------
                                                 Michael D. Pruitt
                                                 President/CEO and Director
                                                 (principal executive officer)


Date:    June 12, 2001                         By: /s/ William L. Wortman
                                                 -------------------------------
                                                 William L. Wortman
                                                 Vice President, Treasurer, and
                                                 Chief Financial Officer
                                                 (principal financial and
                                                 accounting officer)


Date:    June 13, 2001                         By: /s/ Sylvia A. de Leon
                                                 -------------------------------
                                                 Sylvia A. de Leon
                                                 Director


Date:    June 13, 2001                         By: /s/ Dr. James A. Verbrugge
                                                 -------------------------------
                                                 Dr. James A. Verbrugge
                                                 Director

Date:    June 12, 2001                         By: /s/ Melinda Morris Zanoni
                                                 -------------------------------
                                                 Melinda Morris Zanoni
                                                 Executive Vice President
                                                 and Director



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