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


                                 FORM 10-K-A #2


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                   For the fiscal year ended December 31, 1999

                         Commission file number 333-3074
                                                --------

                                  Nexland, Inc.
                                  -------------
             (Exact name of registrant as specified in its charter)

             Arizona                                        37-1356503
  -------------------------------                         ----------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                        Identification No.)

              1101 Brickell Avenue, Suite 702 Miami, Florida 33131
              ----------------------------------------------------

                                 (305) 358-7771
                                 --------------
               Registrant's telephone number, including area code


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


    Title of each class           Name of each exchange on which registered
    -------------------           -----------------------------------------
         None                                       None


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

                    Title of class: Common $0.0001 par value
                                    ------------------------

                        Title of class: ________________


<PAGE>



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

             [X ]Yes (filed 12b-25)             [  ] No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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 this Form 10-K or any
amendment to this Form 10-K.[X]


         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant was approximately $3,797,804.89 as of
May 18, 2000 , based upon the closing price of $ $3.312 on the OTC:BB
reported on such date. Shares of common stock held by each executive officer and
director and by each person who beneficially owns more than 5% of the
outstanding common stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

         As of May 18, 2000, there were 35,678,916 shares of the Registrant's
Common stock issued and outstanding. There were no shares of the Registrant's
Preferred stock outstanding.







                                  NEXLAND, INC.
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999




<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
<S>                                                                                                              <C>
FORWARD LOOKING STATEMENTS........................................................................................1

PART I   .........................................................................................................2

ITEM 1.BUSINESS...................................................................................................2
         GENERAL..................................................................................................2
         EXPLANATION AND BACKGROUND OF THE INTERNET...............................................................3
         INTERNET ACCESS TECHNOLOGIES FACILITATE NEW APPLICATIONS.................................................4
         THE BROADBAND MARKET - HIGH SPEED ACCESS.................................................................4
         TODAY'S SMALL BUSINESS OFFICE INTERNET ACCESS ENVIRONMENT................................................5
         THE SMALL OFFICE MARKET OPPORTUNITY FOR SHARED INTERNET
         ACCESS SOLUTIONS.........................................................................................7
         THE BENEFITS OUR PRODUCTS ARE DESIGNED TO PROVIDE........................................................7
         A DESCRIPTION OF OUR PRODUCTS............................................................................7
         BUSINESS STRATEGY.......................................................................................10
         SALES AND MARKETING OVERVIEW............................................................................10
         SALES STRATEGY..........................................................................................11
         MARKETING STRATEGY......................................................................................11
         EXPANSION STRATEGY......................................................................................12
         COMPETITION.............................................................................................12
         INTELLECTUAL PROPERTY...................................................................................14
         EMPLOYEES...............................................................................................15

ITEM 2.  PROPERTIES..............................................................................................15

ITEM 3. LEGAL PROCEEDINGS........................................................................................15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................................................16

PART II  ........................................................................................................16

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS.....................................................................................16
         VOLATILITY AND FLUCTUATION OF OUR COMMON STOCK..........................................................16
         DIVIDEND POLICY.........................................................................................17

ITEM 6. SELECTED FINANCIAL DATA..................................................................................17

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATION................................................................................18
         OVERVIEW................................................................................................18
         REVERSE SPLIT...........................................................................................20
</TABLE>

                                       i
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<TABLE>
<CAPTION>


<S>                                                                                                              <C>
         RESULTS OF OPERATIONS...................................................................................20
         LIQUIDITY AND CAPITAL RESOURCES.........................................................................21
         SOURCES OF CASH.........................................................................................21
         CAPITAL EXPENDITURES....................................................................................22
         GOING CONCERN QUALIFICATION.............................................................................22

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK.............................................................................................22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..............................................................23

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.....................................................................23

PART III ........................................................................................................23

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......................................................23
         TERM OF OFFICE..........................................................................................24
         DIRECTOR AND KEY EMPLOYEE BACKGROUNDS...................................................................24

ITEM 11. EXECUTIVE COMPENSATION..................................................................................25
         SUMMARY COMPENSATION TABLE..............................................................................25

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT..............................................................................................26

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................................................28

PART IV  ........................................................................................................30

ITEM 14. EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8....................................................30

SIGNATURES.......................................................................................................33
</TABLE>


                                       ii

<PAGE>



                           FORWARD LOOKING STATEMENTS

         Some of the information in this Form 10-KA contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," will," "expect,"
"anticipate," "believe," "estimate, and "continue," or similar words. You should
read statements that contain these words carefully because they: (i) discuss our
expectations about our future performance; (ii) contain projections of our
future operating results or of our future financial conditions: or (iii) state
other "forward-looking" information,. We believe it is important to communicate
our expectations to our investors. There may be events in the future, however,
that we are not accurately able to predict or over which we have no control. The
risk factors listed in the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations," as well as any
cautionary language in this form 10-KA provide examples of risks, uncertainties
and events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements.


                            PURPOSE OF THE AMENDMENT

         The method of accounting for certain business combinations employed in
connection with the Form 10K dated April 14, 2000, has been determined to be
inappropriate. The Company has elected to correct these financial statements for
the effects of these combinations. Accordingly, 1999, 1998 and 1997 financial
statements have been restated.

                                       1
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

GENERAL.

         WindStar Resources, Inc., (before the name change to Nexland, Inc.)was
formed in Arizona on March 22, 1995, (under the name Turtleback Mountain Gold
Co., Inc.) to engage in the business of mineral exploration, and if warranted,
development and production, or the sale of precious minerals. WindStar failed to
achieve its goals and business objectives and in 1999 we concluded it was no
longer economical to continue as a public gold exploration mining company.
Nexland, Inc., was incorporated in Florida on December 4, 1994, but was inactive
until November 17, 1999 when it was acquired by us. Nexland LP, a Florida
limited partnership, formed on September 25, 1997, was an operating company
until November 15, 1999 when it assigned all of its partnership assets to
Nexland Fla. in exchange for 17,000 of the latter's common shares.

         On November 17, 1999, we acquired Nexland Fla. in a reverse acquisition
transaction resulting in the change of our business from mining to Internet
technology. We changed our name to "Nexland, Inc." on December 8, 1999. We were
incorporated as an Arizona company on March 22, 1995. As WindStar Resources, we
never owned an operating mine and, prior to the Nexland Fla. acquisition, had no
other revenue-producing mining activities. Since our merger with Nexland Fla.,

                                       2
<PAGE>



we have become a designer, developer and supplier of Internet sharing devices,
Internet firewall devices and networking products and have shed all connection
with the mining business. We design and develop easy-to-use, reliable and
affordable shared Internet access solutions for the office and home markets.

         Our product family allows multiple users on a local area network (LAN)
in an office to share the same Internet connection simultaneously while
optimizing each user's access speed and providing firewall security. Our
Internet Sharing Boxes or "ISBs," product family is a flexible and scalable
platform that provides firmware-based routing functionality to deliver
Internet-enabled applications and services. Our products support existing analog
phone lines, as well as Integrated Services Digital Network or "ISDN" and
emerging access technologies such as xDSL, cable modems and wireless
connections. Our products enable multiple users to safely and securely access
the Internet simultaneously through either regular phone lines, analog modems,
or highspeed digital connections. Our products also support Virtual Private
Networks or "VPNs," the passthrough of VPN protocols(IPSec, L2TP and PPTP). We
primarily market and sell our products through North American and South American
based Internet Service Providers or " ISPs," value-added resellers, and
Telephone Companies or "Telcos," with some minor sales to direct end-users. As
of year-end 1999, we had relationships with over 100 customers.

EXPLANATION AND BACKGROUND OF THE INTERNET.

         The Internet is a global collection of interconnected computer networks
that allows commercial organizations, educational institutions, government
agencies, and individuals to communicate electronically, access and share
information, and conduct business. As businesses have begun to use e-mail, file
transfer and area networks, commercial usage has become a major component of
Internet traffic.

         In the mid-1990s, Internet service providers began to offer access,
e-mail, customized content and other specialized services, and products aimed at
allowing both commercial and residential customers to obtain information from,
transmit information to, and use resources available on the Internet.

         The emergence of the Web, the graphical, multimedia environment of the
Internet, has resulted in the development of the Internet as a new mass
communication medium. The Internet has experienced rapid growth in recent years
as evidenced by the volume of Internet traffic and the numbers of Internet
users, Web sites and Internet-based applications and a proliferation of
Internet-based services, including:

        o         chat rooms
        o         online magazines
        o         news feeds
        o         interactive games
        o         educational and entertainment information
        o         development of online communities
        o         Virtual Private Networking


                                       3
<PAGE>


         This rapid growth is expected to continue as businesses increasingly
use the Internet to access and share information and to interact with a large
number of geographically dispersed consumers and business partners. Furthermore,
an Internet-based economy is emerging as businesses continue to use the Internet
to sell products and services, implement electronic commerce initiatives and
utilize new generations of Internet-enabled business applications.

         Participation in this emerging Internet-based economy and realization
of the benefits and efficiencies facilitated by new Internet-enabled business
applications are becoming increasingly important for the office market as well
as the internet service providers and telephone companies which provide internet
service to them. The office market includes small businesses, home offices and
remote offices. The Internet allows businesses to communicate more effectively
with their suppliers and customers and to access and share critical business
information both internally and with their business partners. Overall, the
Internet and the business applications enabled by the Internet present
tremendous opportunities for offices to improve business communications,
collaborate with partners and suppliers, perform important business processes
online and realize cost and operational efficiencies that will position them to
compete more effectively with organizations that have greater resources and
market presence.

         (A) Internet Access Technologies Facilitate New Applications. Analog
dial-up modems currently represent the most widely utilized method of accessing
the Internet. While many markets worldwide will continue to depend on analog
Internet access technologies, new high-speed and high-bandwidth Internet access
technologies such as xDSL and cable modems have emerged in recent years.
According to TeleChoice, xDSL connections, which utilize the same copper wire
infrastructure that provides telephone service to most residential and business
locations, are projected to grow from approximately 250,000 in 1999 to more than
2.3 million in 2002. Likewise, cable modem service providers and equipment
manufacturers have experienced significant growth in the number of subscribers
and deployments over the past several years. There are approximately 350,000
cable modem subscribers in North America and industry analysts such as Forrester
Research predict there will be more than 2 million cable modem subscribers
during the year 2000. Furthermore, it is predicted by Forrester Research that
25% or 16 million of all online households in the U.S. will have high-speed
connectivity to the Internet by 2002 and 3 million xDSL subscribers by 2001.

         (B) The Broadband Market - High Speed Access. At present ISDN is
rapidly becoming available to the United States as a method used to transmit
more data over existing regular phone lines. ISDN is, in most markets, priced
comparably to standard analog phone circuits. It can provide speeds of roughly
128,000 bits per second, although, in practice, most users will be limited to
56,000 or 64,000 b its per second. However, new emerging access technologies
offer greater bandwidth and provide much higher access speeds; they enable a
variety of new data intensive, multimedia and graphical applications, as well as
new integrated voice and high-speed data connectivity services. These broadband
markets include:

         o        Digital Subscriber Line or xDSL, is a method for moving data
                  over existing copper phone lines, but at a much faster rate
                  than a regular phone connection.

         o        Interactive Cable allows for communication across cable
                  infrastructure,


                                       4
<PAGE>


                  cable modems, or cable modem termination centers; also known
                  as headends;

         o        Wireless Transmissions are movements of packets of information
                  over airwaves

         o        Fiber to the Curb exists when fiber optic cable supports an
                  alternative broadband access.

         o        Future technology will include high speed access based on
                  light and photonics that offer nearly unlimited bandwidth
                  capacity.

         As these access technologies become more affordable and widely
available, they will present increasingly attractive alternatives for satisfying
the Internet access requirements of offices. Because of our ethernet to ethernet
interface, all of the aforementioned broadband options can be securely routed
and shared through our family of products.

         In addition, the office environment will experience an even greater
need to access the Internet via these emerging technologies as new generations
of business applications emerge that larger competitors can already access
through relatively expensive dedicated high-speed leased lines. Furthermore, the
higher cost of xDSL and cable modem access technologies relative to analog
technologies will increase the need of offices for shared Internet access
solutions that enable total implementation costs to be allocated across a
greater number of users.

         (C) Today's Small Business Office Internet Access Environment. Access
Media International estimates that in 1998 there were approximately 85 million
small businesses worldwide with fewer than 100 employees that could afford and
benefit from information technology solutions, including approximately 7.2
million small businesses in the United States alone. International Data
Corporation estimates that the percentage of the number of small businesses with
access to the Internet increased from approximately 26% in 1997 to approximately
50% in 1998 and is projected to increase to approximately 65% by 2001.
Worldwide, there is an increasing demand for Broadband access services. The
Internet is becoming increasingly popular to consumers for conducting business
and personal pursuits. Consequently, those same consumers are seeking high-
speed, low-cost solutions, enabling them to benefit from the advances in data
transfer speed. International Data Corporation predicted that by the end of
1999, one in three US households would be online. And businesses have even
greater requirements for high-speed access in order to implement electronic
commerce and/or web based business initiatives.

         Despite the large size of the small office market and increasing demand
for viable Internet access solutions, most networking and personal computing
vendors have tailored their product offerings and Internet access solutions for
either the large corporate market or the consumer market.

         As a result, there are limited shared Internet access solutions
designed to accommodate the specific needs of the small office market. Small
office Internet access requirements include the following:

         o        Shared Access. Many small offices have addressed the Internet
                  access problem by installing a single dedicated computer that
                  is connected to the Internet via a modem, an analog phone
                  line, and a single Internet


                                       5
<PAGE>


                  service account shared by all users in the office. This
                  approach is inefficient in that it requires users to wait in
                  line until the Internet terminal becomes available. In
                  addition, productivity is often reduced since many users fail
                  to utilize the Internet because it is not conveniently
                  accessible from their individual workplaces. As an
                  alternative, some small offices have added additional modems,
                  analog phone lines and Internet service accounts for each
                  employee requiring Internet access. However, maintaining
                  separate Internet connections for each user is costly and
                  difficult to manage. Moreover, neither of these solutions
                  enable shared Internet access among multiple users, which is
                  critical to achieving cost efficiencies and benefitting from
                  the information sharing, communications and operational
                  advantages offered by the Internet and Internet-enabled
                  business applications.

         o        Ease of Installation and Use. Most small offices lack in-house
                  information technology personnel as well as sufficient
                  resources to hire outside system integration consultants to
                  implement and maintain complex Internet access solutions.
                  Therefore, small offices require Internet access solutions
                  that are easy to install, use, maintain and upgrade.

         o        Affordability. Small offices are often subject to tight
                  budgetary constraints. Therefore, the server-based and
                  router-based local area networking solutions that have been
                  widely adopted by larger organizations to accommodate shared
                  access often are prohibitively expensive for small offices.

         o        Scalability and Compatibility. Small offices need Internet
                  access solutions that accommodate their current requirements
                  and can be scaled to accommodate additional users as their
                  businesses grow. In addition, small offices seek solutions
                  that meet these needs without having to replace existing
                  systems, invest significant capital in upgrades or employ
                  in-house information technology personnel. Further, most small
                  offices have already made significant investments in computer
                  hardware, modems, and software, and in many cases utilize
                  widely available analog access technologies. As a result,
                  small offices require Internet access solutions that are
                  compatible with existing hardware and software and flexible
                  enough to support analog access technologies, as well as ISDN
                  and emerging high-speed access technologies such ask xDSL and
                  cable modems.

         o        Platform for New Applications and Services. Small offices also
                  seek Internet access solutions that serve as a platform for
                  the deployment of new applications and services enabled by the
                  Internet and the emergence of high-speed access technologies.


                                       6
<PAGE>


         (D) The Small Office Market Opportunity for Shared Internet Access
Solutions. Access Media International estimates that the number of small
businesses in the United States using shared Internet access will grow from
400,000 in 1998 to 1.3 million by the year 2000, representing a three year
annual compound growth rate of 80%. However, affordable shared Internet access
products currently offered by networking equipment and software vendors
typically lack the flexibility and features required by most small offices. As a
result, a significant portion of the small office market has been unable to
realize the business benefits of the Internet and fully participate in the
emerging Internet-based economy. As the Internet grows, electronic commerce
initiatives are adopted, and new applications facilitated by emerging high-speed
access technologies are introduced, the inability of small offices to
effectively access the Internet will become an increasingly significant
competitive disadvantage. In order to more fully participate in the evolving
uses of the Internet, the small office market requires easy-to-use, affordable
and scalable products that enable shared Internet access by multiple users and
support a full range of existing and emerging Internet-enabled applications and
services.

         THE BENEFITS OUR PRODUCTS ARE DESIGNED TO PROVIDE. Our products provide
an easy-to-use, reliable and affordable shared Internet access solution. Our
solution allows multiple users in an office, workplace or home to share the same
Internet connection simultaneously while optimizing each user's access speed.
Further, our products are designed to overcome the limitations of existing
Internet access solutions by offering a flexible and scalable platform for
firmware-based routing functionality and firewall security to deliver
Internet-enabled applications and services.

         Our products inter-operate with Analog modems (28.8K, 33.6K, 56K), and
emerging high-speed technologies such as digital modems including ISDN, xDSL and
Cable or Wireless connections, and are plug and play (meaning the user simply
connects the modem to an ISB box, the ISB box to the network hub, and everyone
has secure shared access). In addition, our products extend the benefits of
analog technology by enabling multiple users to access the Internet
simultaneously through regular phone lines and analog modems at up to 30 times
the access speed of a single analog connection. Our products offer the following
key benefits:

o        Efficient Shared Internet Access. The ISB product family enables the
         entire office to share information, use e-mail, and access the Internet
         independent of the access technology utilized. Multiple users in an
         office can share a single Internet connection and ISP account. In
         addition, users are able to connect simultaneously to a remote office
         LAN and the Internet.

o        Ease of Installation and Use. We deliver a plug-and-play shared
         Internet access solution. To facilitate easy installation, the ISB
         package contains step-by-step installation instructions and
         easy-to-follow diagrams and illustrations for a variety of network
         environments. Users can determine whether their computers are
         appropriately configured to connect to the product. Our integrated
         firmware provides a single screen configuration to connect the entire
         office to the Internet. Our products work within most existing
         environments and operating systems, such as Windows, Macintosh, or
         UNIX, and are compatible with most network architectures and all major
         Internet access technologies.


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<PAGE>


o        High-Speed Access. Our product family supports all major Internet
         access technologies used by offices, including analog, ISDN, xDSL, and
         cable modems. Our routing software allows multiple users to connect
         simultaneously to the Internet and allocates bandwidth among active
         users to optimize each user's access speed. In addition, our products
         aggregate the bandwidth of multiple analog or ISDN lines to create
         access speeds that are up to 30 times the access speed of a single
         analog or ISDN connection.

o        Low Cost of Ownership. The ISB product family is designed to minimize
         installation, maintenance, and Internet access expenditures by enabling
         users in offices to share a single Internet connection and ISP account.
         In addition, the ease of installation and use of the ISB product family
         enables small offices to avoid hiring in-house information technology
         personnel that would be otherwise required to implement and maintain an
         effective Internet access solution.

o        Scalability and Compatibility. The ISB product family is designed to
         accommodate additional users easily and to be compatible with most
         widely-used computers, software, modems, and terminal adapters. This
         broad compatibility enables most offices to leverage prior technology
         investments by utilizing our products with hardware and software that
         has already been installed.

o        Platform for New Applications and Services. We have designed the ISB
         product family to facilitate effective delivery of value-added
         Internet-enabled applications and services such as fax and voice over
         Internet, virtual private networking, remote dial-in, and advanced
         security features. Our product line architecture allows software-based
         applications to be easily downloaded and implemented. It also provides
         us a platform to deliver new Internet-enabled applications and services
         to our customers.

o        Firewall Protection. Our ISB products provide firewall security among
         shared users. o Virtual Private Network or VPN. This name usually
         refers to a network in which some of the parts are connected using the
         public Internet, but the data is transmitted in encrypted form, thus
         making the network "virtually private." This function is supported by
         our ISB2LAN product.

         A DESCRIPTION OF OUR PRODUCTS. Our primary product line is the ISB
series. The ISB products include the ISB100e, the ISB200e and the ISB300e as
well as the ISB2LAN Cable/xDSL Internet Sharing Box. The ISB products are
cost-effective network adapters that allow everyone on an Ethernet Local Area
Network or LAN, to share Internet access at the same time using only one modem,
one phone line or cable connection, and one Internet Access Account. In
addition, the ISB series of products act as a "natural firewall," providing
network security. The ISB products are platform independent and are compatible
with personal computers or PC, Macintosh, UNIX, NT,


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Linux computers or any computer that uses a TCP/IP browser interface. Retail
priced from $199 to $349, the ISB line of products provides a simple and
cost-effective hardware solution for connecting multiple PCs to the Internet.

         From the simple single port ISB100e, to the more advanced three port
ISB300e and powerful cable/xDSL supporting ISB2LAN, we have an ISB for every
application: from the home with three or four PCS to the office with up to 250
PCS. The Internet connection utilized by the company determines the choice of
the product.

         The ISB products fill a unique niche in the networking marketplace.
While they can act as routers, the ISB products are less expensive and provide
many additional features, including firewall and VPN security, specifically
IPSec pass-through that are not available in a stand alone router, that are not
available in a stand-alone router.

         While the ISB products can provide the same functionality as a proxy
server, our Internet Sharing Box products are much easier to install and
configure and do not require any client software, as a proxy server does. The
ISB2LAN, is a plug and play product that can be installed on a network in a
matter of a few minutes.

         All of the ISB products allow simultaneous and independent Internet
access for all users on a network, as well as natural firewall protection to
prevent any unwanted access to the local network.

o        ISB100e -- One serial port connection for use with any external analog
         or ISDN modem up to a maximum transfer rate of 230k. Expanded features
         include modem sharing, fax sharing, and remote access capability and
         VPN pass-through functionality.

o        ISB200e -- Same product as the ISB100e except with two serial port
         connections to allow for up to two external modems. Maximum transfer
         rate is 460k when both ports are in use. The ISB200e will dynamically
         increase available bandwidth as needed, or ports can be split for
         Internet access and other modem functions at the same time.

o        ISB300e -- Same product as the ISB200e except with three serial port
         connections to allow for up to three external modems. Maximum transfer
         rate is 690k when all three ports are in use. The ISB300e will
         dynamically increase available bandwidth as needed, or ports can be
         split for Internet access and other modem functions at the same time.

o        ISB2LAN -- Designed specifically for shared Internet access, the
         ISB2LAN features "plug and play" installation and configuration. The
         ISB2LAN connects to a cable or xDSL modem through an Ethernet
         connection to accommodate high-speed data transmission. The maximum
         transfer rate of the ISB2LAN is 2.5mb. The ISB2LAN supports PPPoE,
         remote configuration, and provides VPN functionality.


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<PAGE>

         BUSINESS STRATEGY. Our intent is to become a leading provider of
Internet sharing and firewall security devices in the high-speed broadband
arena. We will accomplish our mission by completing the following tasks:

o        Continuing to interoperate with other high-speed backbone providers.

o        Satisfy Customers. We believe that the Internet access solutions
         currently offered by most personal computing and networking vendors
         continue to be relatively expensive, technically complex and generally
         unable to satisfy the unique requirements of the office market.
         Therefore, we believe the opportunity in the office market is
         significant and we intend to continue to focus our product development
         efforts, distribution strategies and support services to satisfy the
         specific requirements of the office market.

o        Internet-enabled business applications and services. We believe that in
         order to remain competitive, offices will experience an increasing need
         to access the Internet.

o        Continuing to integrate emerging access technologies into our products.
         Our products are designed to support all major Internet access
         technologies used by consumers, including analog, ISDN, xDSL and cable
         and wireless modems. We believe our strategy of developing products
         that are access technology independent will enable our installed and
         future customer base to benefit from the deployment of emerging
         broadband technologies. Further, we believe emerging broadband
         technologies will increase the demand in offices for shared Internet
         access solutions. Therefore, we intend to support the commercialization
         of new broadband technologies in the design of our product offerings
         and by pursuing partnering relationships with broadband technology
         providers while continuing to penetrate the existing market for our
         analog-based products.

o        Develop Strategic Alliances. In order to be apprized of industry
         trends, to be compatible with all emerging technologies, and to be
         recognized as a technologically savvy company, we have aligned
         ourselves with various industry leaders including Redback Networks,
         Copper Mountain Networks, and MasTec.

         SALES AND MARKETING OVERVIEW. Because of our limited working capital in
the past, we have not had the resources to fully implement a marketing and sales
force. In order to increase our revenues, we will have to develop a marketing
and sales force with technical expertise and marketing capability. We intend the
sales staff to be employed both on an independent contractor basis and as
in-house employees.


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         The market for our products is rapidly evolving. In developing our
sales and marketing strategies we are focused on attracting users for our ISB
network products. We believe that the principal competitive factors for
companies seeking to use our type of products are facility and flexibility of
use, reliability, low cost, quality customer service, and demographic focus.

         Our marketing and sales director is developing our customer base
through an active sales and marketing campaign, primarily centered on building
relationships with ISP's and Telcos. At present, we are concentrating our
efforts in North America, but anticipate expanding geographically to Latin
America.

         We will strategically locate sales engineers in North America. Each
Territory will be comprised of a sales manager, and eventually, a sales team.
Each territory sales manager will be responsible for specified current and
target (ISP and Telco) customers, and will report to the President. Our focus
will be the following:

o        Increase Our ISPs and Telco Relationships. Unlike many of our
         competitors, who are targeting distributors and retailers, our strategy
         is to target ISPs and Telephone Companies. We believe they can target
         our ultimate consumer, the office and home users, far more efficiently
         and less expensively than we can through direct marketing or through
         the use of value added resellers and distributors.

o        Become the Recommended Product. We believe we can become the
         "recommended" product among ISPs and telephone companies. Our brand
         name in the ISP and Telco markets is identified with easy-to-use,
         inexpensive, affordable, and flexible innovative shared Internet access
         solutions.

         (A)  Sales Strategy

         We rely primarily on direct sales to generate new customers and to
maintain relationships with existing customers. At present, we have six sales
representatives. With the funds generated by this offering, we intend to hire
regional sales engineers. As our capacity and operations grow we will be hiring
a Vice-President of Marketing and Sales to build a quality in-house direct sales
force.

         (B)  Marketing Strategy

         We plan to utilize a variety of marketing techniques to generate
awareness and inquiries.

o        Magazine/Professional Journal/Newspaper Advertisement. We plan to
         advertise in major telecommunications and Internet magazines throughout
         the country using postcard inserts and other mail-in techniques to
         foster inquiries and to solicit sales.

o        Trade Shows. Trade shows are a critical component for generating
         awareness because of their popularity among Internet users. Thousands
         of enthusiasts who surf the Net attend trade shows each year, as well


                                       11
<PAGE>



         as vendors and product manufacturers. We plan to participate in several
         annual local shows and events, as well as national shows starting in
         fiscal year 2000. We estimate that the cost of exhibiting at a national
         trade show ranges from $75,000 to $150,000 and the cost of exhibiting
         at a local trade show is between $25,000 and 50,000.

o        Website. We have a website (www.Nexland.com) where information about us
         and our services can be obtained. Users can also e-mail a request for
         contact by one of our sales representatives at Sales@Nexland.com.
         Interested parties can also call a toll-free number (888-NEX-5264)and
         request informational literature to be sent to them

o        Cooperative Advertising. We intend to offer customers a rebate program
         for advertising our products in their desired medium

o        Website Banner Advertising. We currently advertise on selected
         websites.

         (C)  Expansion Strategy.

         Our expansion strategy primarily consists of the following steps:

o        Introduce New Products and Services. Our objective is to eventually
         become a leading provider of secured shared Internet access. We realize
         that in order to do so, we must be innovative in our product design and
         capabilities and must continually develop new collaborative management
         services. In addition, we will establish strategic relationships with
         leading technology developers and distribution alliances with system
         integrators, system vendors, consulting companies and Internet Service
         Providers.

o        Expand through Acquisition. We operate in a highly fragmented segment
         of the Internet. This environment provides opportunities for a company
         of our size and capabilities to acquire similar smaller firms providing
         complementary services. Acquisition is a popular mechanism for building
         a diverse customer base through purchase, a grass-roots approach, which
         entails a large increase in overhead.

         COMPETITION. As with all markets growing at double-digit rates,
competition for these potential revenues are numerous and formidable. We compete
in several different markets, each having its own growth potential,
expectations, customer base, and competitors. Some of these competitors may be
affiliated with major international players and, as a result, are well financed
and may present a formidable challenge. We compete on the basis of certain
factors, including product features, time-to-market, ease of use, product,
performance, product quality, user scalability, customer support and price. We
cannot be certain that we will be able to compete with significant pricing
pressure by our competitors.


                                       12
<PAGE>


         Our current and potential competitors offer a variety of competitive
products, including shared Internet access devices such as the products offered
by Linksys, RAMP Networks, Netopia and 3Com, and networking equipment such as
routers and switches offered by companies such as Ascend, Cisco, 3Com, Nortel
and Intel.

         Many of our competitors are substantially larger than we are and have
significantly greater financial, sales and marketing, technical, manufacturing
and other resources and more established distribution channels. These
competitors may be able to respond more rapidly to new or emerging technologies
and changes in customer requirements or devote greater resources to the
development, promotion and sale of their products than we can. Furthermore, some
of our competitors may make strategic acquisitions or establish cooperative
relationships among themselves or with third parties to increase their ability
to rapidly gain market share by addressing the needs of our prospective
customers. These competitors may enter our existing or future markets with
solutions that may be less expensive, provide higher performance or additional
features or be introduced earlier than our solutions. Given the market
opportunity in the shared Internet access market, we also expect that other
companies may enter our market with better products and technologies. If any
technology that is competing with ours is more reliable, faster, less expensive
or has other advantages over our technology, then the demand for our products
and services could decrease, which could seriously harm our business.

         We expect our competitors to continue to improve the performance of
their current products and introduce new products or new technologies as
industry standards and customer requirements evolve that may supplant or provide
lower cost alternatives to our products. Successful new product introductions or
enhancements by our competitors could reduce the sales or market acceptance of
our products and services, perpetuate intense price competition or make our
products obsolete. To be competitive, we must continue to invest significant
resources in research and development, sales and marketing, and customer
support. We cannot be sure that we will have sufficient resources to make such
investments or that we will be able to make the technological advances necessary
to be competitive. As a result, we may not be able to compete effectively
against our competitors. Our failure to maintain and enhance our competitive
position within the market may seriously harm our business. Increased
competition is likely to result in price reductions, reduced gross margins,
longer sales cycles and loss of market share, any of which would seriously harm
our business. We cannot be certain that we will be able to compete successfully
against current or future competitors or that competitive pressures will not
seriously harm our business.

         Our potential competitors in the ISB market are as follows:

        o        Ramp Networks, Inc.
        o        Flowpoint
        o        WebBeedle
        o        Cayman Systems
        o        Sonic Wall
        o        Netopia
        o        Linksys
        o        Nortel



                                       13
<PAGE>

         o        Macsense
         o        UMAX

         We believe that we have several advantages over these competitors,
including:

         o        we offer one of the only NAT routers with IPSec VPN
                  pass-through support and have a patent pending on this
                  technology

         o        we enjoy a time-to-market advantage and are therefore well
                  positioned to capture a large percentage of early adopters,
                  which are generally among the heaviest users

         o        we have established strategic alliances with major technology
                  companies.

         o        we are cost competitive

         o        our products combine features of various competitors

         o        we developed one of the first PPPoE routers.

         On November 17, 1999, we entered into a Mutual Non-Competition
Agreement with Nexland, S.A. a French corporation, owned by several of our
affiliates. We have an option to purchase Nexland France under the following
terms:

         o        a five year non-competition period

         o        Nexland France shall have exclusive sales rights to Europe

         o        we shall have exclusive sales and marketing rights to the rest
                  of the world

         o        if either party sells into the other's territory, the sales
                  contracts shall be assigned to the other party, and the
                  assignee shall pay the assignor 20% of the gross value of the
                  contract

         o        the option is exercisable any time prior to November 16, 2004
                  at a price to be determined by a French accounting firm.

         INTELLECTUAL PROPERTY. We rely and intend to rely on a combination of
patent, copyright, trademark and trade secret laws and restrictions on
disclosure to protect our intellectual property rights. We have obtained
registered trademarks for "Nexland" and "The Internet Sharing Box" with the U.S.
Patent and Trademark Office. We have one patent pending relating to technology
incorporated in our ISB family of products, consisting of an algorithm that
allows the VPN IPSec encrypted protocol to pass through our NAT routers, thus
securing the communication from unintended third parties. In addition, we design
and implement proprietary coded "firmware" which is designed to make the ISB
products function.

         We cannot assure you that others will not independently develop similar
or competing technology. We also intend to enter into confidentiality agreements
with our employees and consultants, and control access to and distribution of
our documentation and other proprietary information. Despite our efforts to
protect our proprietary rights, unauthorized parties may attempt


                                       14
<PAGE>



to copy or otherwise obtain and use our products or technology. We cannot assure
you that these precautions will prevent misappropriation or infringement of our
intellectual property. Monitoring unauthorized use of our products is difficult,
and we cannot assure you that the steps we have taken will prevent
misappropriation of our technology, particularly in foreign countries where the
laws may not protect our proprietary rights as fully as in the United States.

         Our industry is characterized by the existence of a large number of
patents and frequent claims and related litigation regarding patent and other
intellectual property rights. In particular, leading companies in the data
communications and networking markets have extensive patent portfolios with
respect to modem and networking technology. From time to time, third parties,
including these leading companies, have asserted and may assert exclusive
patent, copyright, trademark and other intellectual property rights to
technologies and related standards that are important to us. We expect that we
may increasingly be subject to infringement claims as the numbers of products
and competitors in the office market for shared Internet access solutions grow
and the functionality of products overlaps. In addition, we cannot assure you
that third parties will not assert additional claims or initiate litigation
against us or our manufacturers, suppliers or customers alleging infringement of
their proprietary rights with respect to our existing or future products. We may
in the future initiate claims or litigation against third parties for
infringement of our proprietary rights to determine the scope and validity of
our proprietary rights. Any such claims, with or without merit, could be
time-consuming, result in costly litigation and diversion of technical and
management personnel, or require us to develop non-infringing technology or
enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on acceptable terms, if at all. In
the event of a successful claim of infringement and our failure or inability to
develop non-infringing technology or license the proprietary rights on a timely
basis, our business, operating results and financial condition could be
materially adversely affected.


         EMPLOYEES. As of May, 2000, we employed eight (8) persons, including
one in operations, one in sales and marketing, and two in customer support,
engineering, research and development. We also employ a number of commissioned
sales representatives. None of our employees is represented by a labor union and
we have experienced no work stoppages to date. We believe our employee relations
are good.


ITEM 2.  PROPERTIES


         We currently lease offices located at 1101 Brickell Avenue, Suite 702,
Miami, Florida 33131 consisting of 1035 square feet of corporate office space
for $1,900 per month plus tax. Our inventory is located in a warehouse in Miami,
Florida, near the Miami International Airport, with a cost of approximately $300
per month. We are currently under month to month leases on both locations. We do
not believe that we will experience difficulty in locating alternate space
should the need arise. Our telephone number (305) 358-7771.


ITEM 3. LEGAL PROCEEDINGS

         The Officers and Directors of the Company certify that to the best of
their knowledge, neither the Company nor any of its Officers and Directors are
parties to any legal proceeding or litigation.


                                       15
<PAGE>


Further, the Officers and Directors know of no threatened or contemplated legal
proceedings or litigation. None of the Officers and Directors have been
convicted of a felony or none have been convicted of any criminal offense,
felony and misdemeanor relating to securities or performance in corporate
office. To the best of the knowledge of the Officers and Directors, no
investigations of felonies, misfeasance in office or securities investigations
are either pending or threatened at the present time.

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

         There were no matters submitted to a vote of our security holders
during the quarter ended December 31, 1999.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

         Our common stock is traded on the NASDAQ over-the-counter bulletin
board market under the symbol "XLND." There has been trading in our common stock
since December 23, 1999.

         The following table sets forth, for each of the fiscal periods
indicated, the high and low bid prices for the common stock, as reported on the
OTC Bulletin Board. These per share quotations reflect inter-dealer prices in
the over-the-counter market without real mark-up, markdown, or commissions and
may not necessarily represent actual transactions.

     QUARTER ENDING                     HIGH/BID                  LOW/BID
     FISCAL YEAR 1999

     December 1999                       $7.125                     $4.00


         On May 18, 2000, the closing trade price of the common stock as
reported on the OTC Bulletin Board was $3.312. As of such date, there were
approximately 391 holders of record of our common stock.


         VOLATILITY AND FLUCTUATION OF OUR COMMON STOCK.  The price of our
common stock and Internet and Telecommunication stock in general, is highly
volatile. During the period from December 23, 1999 to March 27, 2000, the bid
and ask price of our common stock has ranged from a high of $8.00 to a low of
$4.00. This volatility may negatively impact the liquidity and value of your
shares. The market price of our common stock could continue to fluctuate
substantially due to a variety of factors, including:

         o        The number of shares in the market at the time as well as the
                  number of shares we may be required to issue in the future,
                  compared to the market demand for our shares.

         o        Our performance and whether or not we meet our projections.


                                       16
<PAGE>

         o        General economic and market conditions.

         o        Quarterly fluctuations in results of operations.

         o        The commencement of or major developments in litigation.

         o        Announcement of key developments or new products or services
                  by competitors.

         o        Announcement and market acceptance of acquisitions

         o        Changes in earnings estimates by analysts.

         o        Press coverage of favorable or unfavorable developments in our
                  business.

         o        Loss of key personnel.

         o        Changes in accounting principles or policies.

         o        Sales of common stock by existing stockholders.

         o        Economic and political conditions

         The market price for our common stock may also be affected by our
inability to meet analysts' expectations. Any failure to meet these
expectations, even slightly, could have an adverse effect on the market price of
our common stock.

         In addition, the market prices of securities issued by many companies
may change for reasons unrelated to the operating performance of these
companies.

         Following periods of volatility in the market price of other companies'
securities, class action securities litigation has often been instituted. If
similar litigation were instituted against us, it could result in substantial
costs and a diversion of our management's attention and resources, which could
have an adverse effect on our business.

         DIVIDEND POLICY. We have not declared or paid cash dividends on our
Common Stock. We currently intend to retain all of our earnings, if any, for use
in our business and do not anticipate paying any cash dividends in the
foreseeable future. The payment of any future dividends will be at the
discretion of our Board of Directors, and will depend upon a number of factors,
including future earnings, the success of our business activities, capital
requirements, the general financial condition and future prospects of our
business, general business conditions and such other factors as the Board of
Directors may deem relevant.

ITEM 6. SELECTED FINANCIAL DATA

         The selected financial data presented below has been derived from our
financial statements, which have been examined by Williams & Webster, Certified
Public Accountants found at the end of this report. You should read the
information in conjunction with all other financial information and analysis in
this report. Please don't assume that the results below indicate results we'll
achieve in the future, that we will ever have material revenues or that our
operations will be profitable.



                                       17
<PAGE>

Balance Sheet Data
<TABLE>
<CAPTION>

                                                         1997[1]                 1998[1]           1999[1]
                                                         ----                   --------           -------
<S>                                                     <C>                     <C>                  <C>

Current Assets..................................       $ 9,540                  $ 7,666             $ 139,295
Total Assets....................................        14,776                   11,906               147,250
Current Liabilities.............................           200                   10,096               269,553
Long-term debt..................................           -0-                   87,136               201,917
Stockholders' Equity (deficit) [2]............          14,576                  (85,326)             (324,220)


Total Liabilities

    & Stockholders' Equity......................        14,776                   11,906               147,250
Net Tangible Book Value Per Share [3]...........           Nil                      Nil                   Nil


Statement of Operations
<CAPTION>

                                                        1997                    1998                 1999
                                                       -----                    ----                 ----

<S>                                                     <C>                     <C>                  <C>
Revenues .......................................       $   -0-                  $   -0-             $ 263,338
Cost of Revenues................................           -0-                      -0-               129,311
Operating Expenses .............................        53,324                   99,902               263,664
Net Income (Loss)...............................       (53,324)                 (99,902)             (131,343)
Net Income (Loss) per share[3]                             Nil                      Nil                   Nil
Balance Sheet Data:
  Working Capital (deficit).....................       $ 9,340                   (2,430)             (130,258)
  Total Assets .................................        14,776                   11,906               147,250
  Long-term Debt................................           -0-                   87,136               201,917
  Stockholders' equity (deficit)................        14,776                  (85,326)             (324,220)

</TABLE>


[1] Includes the financial information of Nexland LP, the predecessor
organization until November 15, 1999. From August 1997 to November 15, 1999, all
of the operations were conducted through Nexland LP. Nexland Fla. was dormant
during that period.

[2] For 1997 and 1998, Stockholder's Equity is actually partners capital of
Nexland LP and the equity of Nexland Fla.

[3] In the acquisition of Nexland LP and Nexland Fla., the allocated 29,500,000
shares for the interests of the partners in the partnership and the original
shares by Nexland Fla., are used as the net stock outstanding. For 1997 and
1998, these shares are considered as outstanding for purposes of comparison.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

         OVERVIEW. The following is a discussion of certain factors affecting
our results for the past three fiscal years ending December 31, 1999 and our
liquidity and capital resources. We are a provider of easy-to-use, reliable and
affordable shared Internet access solutions for the home and small office
market. Our ISB family of products allows multiple users in an office or home


                                       18
<PAGE>



environment (or comparable arrangement) to share the same Internet connection
simultaneously while optimizing each user's access speed, and providing a secure
firewall. Our ISB product family is a flexible and scalable platform that
provides firmware-based routing and functionality to deliver Internet-enabled
applications and services. Our products support existing analog phone lines, as
well as ISDN and emerging access technologies such as xDSL and cable modems. Our
products enable multiple users to securely access the Internet simultaneously
with complete firewall security.

         We earn revenue primarily from product sales to ISPs, value added
resellers and telephone companies, which in turn resell or provide a premium
service to their customers seeking shared internet access and security. Our
product sales prices range from $199 to $349, depending upon the type of product
each customer selects. Customers generally pay us directly on a 30 day delayed
basis for these products. From time to time we have also generated revenue from
the sale of traditional networking products.

         Our costs and expenses primarily fall into the following categories:

         o        Cost of Contract Manufacturing;
         o        Sales and marketing;
         o        General and administrative;
         o        Depreciation
         o        Research and Development

          We expect these expenses to increase over time to support our growing
customer base. Our operating expenses also include employee salaries and
benefits, equipment costs, office rent and utilities and customer service and
technical support costs. We expect customer service and support expenses to
increase over time to support new and existing subscribers.

         Our sales and marketing expenses to date have been minimal due to the
start of our operations. We expect those expenses to increase as we implement
our business plan in the coming year. We anticipate those expenses to include
advertising and commissions and bonuses paid to our sales and marketing
personnel. We also anticipate hiring additional sales and marketing personnel to
assist us in our rapid growth plans.

We plan to look at certain employment agreements currently in place to determine
the need, if any for modification. We also plan to implement our employee stock
compensation/option plan that will attract new employees, retain current
employees, and will not be disproportionate to our income from operations.

         Our general and administrative expenses consist primarily of
administrative staff and related benefits. We expect our general and
administrative costs to increase to support our growth.

         Our depreciation expense primarily relates to our equipment and is
based on the estimated useful lives of the assets ranging from three to five
years using the straight-line method for the equipment. Depreciation expense is
expected to increase as we place in service equipment already purchased and as
we acquire additional equipment to support our intended




                                       19
<PAGE>



growth.

         REVERSE SPLIT. Unless otherwise stated, all share and per share
information contained in this report gives retroactive effect to a 1-for-250
reverse split of all outstanding shares of our common stock.

         RESULTS OF OPERATIONS. The discussion of our historical results set
forth below addresses our historical results of operations and annual conditions
as shown on our Financial Statements for the fiscal year ended December 31,
1999, as compared to the fiscal year ended December 31, 1998. However, this
information is not necessarily indicative of our operating results since we had
no significant operations until November 17,1999, when we acquired Nexland Inc.
(Florida) in a reverse acquisition merger, and began our Internet related
operations. Furthermore, for comparison purposes, the information for the
predecessor companies, Nexland LP and Nexland, Inc. (Florida) for 1998 and part
of 1999 are included in the comparable numbers.

         For Years Ending December 31, 1999 and 1998:

         (1) Revenues. For the years ended December 31, 1999, we had $263,338 in
         revenue consisting primarily of product sales. During 1998, the Company
         and its predecessors recognized no revenues and were still developing
         their products and market. The increase in customer revenues is
         primarily due to long sales cycle and the Company will be adding
         additional sales positions to continue the expansion of sales.

         (2) Expenses and Net Loss From Operations. Cost of product sales for
         the year ended December 31, 1999 was $129,311. Actual product sales did
         not begin until January 1999, so there are no comparable costs of
         product for 1998.

         Advertising expenses for the year ending December 31, 1999 were $10,364
         which compares to $3,354 for the same period in 1998. The increase
         represents the additional advertising used to promote sales in 1999.

         Salary expense increased to $100,294.00 from $17,091 as compared to the
         year ended December 31, 1999 to the year ended December 31, 1998. The
         increase was due to increased activities of the Company.

         General and administrative expenses consist primarily of office and
         equipment rent, costs associated with operating our offices, such as
         telephones, utilities and supplies, insurance and professional fees,
         such as legal, accounting and consulting. These expenses increased to
         $143,669 for the year




                                       20
<PAGE>



         ended December 31, 1999 as compared to $75,729 for the year ended
         December 31, 1998, primarily as a result of our start-up activities and
         beginning minimal operations.

         Depreciation for the year ended December 31, 1999 increased to $1,716
         from $1,528 for the year ended December 31, 1998. The increase was due
         to our placing in service equipment during the year ended 1999

         (3) Interest expense. For the months ended December 31, 1999 increased
         to $9,327 from $2,200 for the year ended December 31, 1998 due to the
         accrual of interest on the note payable to stockholder.

         (4) Income From Operations. These activities resulted in a net loss for
         the year ended December 31, 1999 of $25,108 for Nexland, Inc. and
         $106,235 for the predecessor Nexland LP. The total net loss for the
         year ended December 31, 1999 of the combined entities is $131,343

         LIQUIDITY AND CAPITAL RESOURCES.

         (A) Sources of Cash

         Since our inception, we have relied principally upon the proceeds of
private equity financings/loans to fund our working capital requirements and
capital expenditures. We have generated only minimal revenues from operations to
date.

         Although we cannot accurately predict the precise timing of our future
capital, we estimate that we will need to expend approximately $2,000,000 on new
product, increasing the Company's sales force and additional research and
development. In addition, our present operating costs are approximately $35,000
per month and we expect to have operating costs of approximately $100,000 per
month by the third quarter of 2000.

         Upon organization, Windstar sold 1,992,000 shares of our Common Stock
to nineteen persons and two corporations for $44,450 in cash and property. The
cash has been used for organizational matters and initial start-up.

         If we are unable to obtain necessary additional capital, we may be
required to change our proposed business plan and decrease our planned
operations, which would have a material adverse effect upon our business,
financial condition, or results of operations.




                                       21
<PAGE>



         As part of the employment agreement dated November 11, 1997, the
Company sold Fred R. Schmid, pursuant to a Stock Purchase Agreement, 540,000
shares of Common Stock at a purchase price of $10,000, which has been paid to
the Company. The agreement also provides an option for the purchase of 160,000
shares at an exercise price of $2.50 per share and 160,000 shares at $5.00 per
share for a period of ten years. On July 29, 1998, the $2.50 option price was
reduced to conform to the offer made to the Class A warrant holders to $1.00 per
share to reduce the exercise price for a specific time period.

         The Company must obtain additional capital in order to fully develop
its business plan. The Company intends to raise additional capital through the
exercise of the Class A and Class B Warrants for shares of Common Stock, loans,
and/or to enter into arrangements for such purposes with third parties. There is
no assurance that the Company will be able to raise such additional capital or
that, if available, the terms of such financing will be commercially acceptable
to the Company. The Company has no significant operating history. The foregoing
reflects the 1 for 250 share reverse stock split that took place on April 15,
1998.

         (B) Capital Expenditures. Our net capital additions were $225 in 1999,
for computer equipment. During 2000, the Company anticipates spending $20,000
for a phone system and computers.


GOING CONCERN QUALIFICATION

         Our auditors stated that the financial statements of the Company for
the year ended December 31, 1999 were prepared on the going-concern basis. For
the year ended December 31, 1999, the Company incurred net annual loss of
$131,343, and the Company had an accumulated deficit of $327,630. These losses
raise substantial doubt about the ability of the Company to continue as a going
concern. Management believes that significant resources will be available from
private and public sources in 2000 to continue the marketing of its internet
sharing devices. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.

         Management has established plans to increase the sales of the Company's
products. Management intends to seek new capital from new equity securities
offerings that will provide funds needed to increase liquidity, fund growth and
fully implement its business plan.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Exchange Rate Sensitivity

         Currently, the majority of our sales and expenses are denominated in
U.S. dollars and as a result, we have experienced no significant foreign
exchange gains and losses to date. While we have conducted some transactions in
foreign currencies during the year ended December 31, 1999 and expect to
continue to do so, we do not anticipate that foreign exchange gains or losses
will be


                                       22
<PAGE>



significant. We have not engaged in foreign currency hedging activities to date,
however, we may do so in the future

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Part IV, Item 14 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE


         Williams & Webster, P.S. report on our financial statements has not
contained an adverse opinion or disclaimer of opinion or was qualified or
modified, as to uncertainty, audit, scope, or accounting principals. The
declination to change accountants was not recommended or approved by any audit
committee or similar committee of the Board of Directors or by the Board of
Directors. During the two most recent fiscal years and during any subsequent
interim periods preceding the declination, there were no disagreements with
Williams & Webster, P.S. on any manner of accounting of principals or practice,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Williams & Webster, P.S.,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its report. The reason for the declination is
that our business and administration is located in Miami, Florida, as opposed to
Spokane, Washington, and as such we engaged the accounting firm and consulting
firm of BDO Seidman, LLP to serve as our independent accountants an prepare the
audited statements for the upcoming fiscal year.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth the name, age and position of each
Officer and Director of the Company:
<TABLE>
<CAPTION>

Name                           Age                Position                                   Term
----                           ---                --------                                   ----
<S>                             <C>           <C>                                           <C>
Gregory S.  Levine              33            President/ Chairman of                       1999-2000
                                              the Board of Directors

Richard G. Steeves              60            Secretary and Director                       1999-2000


Enrique Dillon                  38            Chief Executive Officer                      2000-2001

Martin E. Dell'Oca              38            Chief Financial Officer                      2000-2001

</TABLE>



                                       23
<PAGE>

         (A) Term of Office

         The terms of office of the current directors continue until the annual
meeting of stockholders, which the Bylaws provide shall be held on the third
Friday of November of each year; officers are elected at the annual meeting of
the board of directors, which immediately follows the annual meeting of
stockholders.

         (B) Director and Key Employee Backgrounds

         Gregory Scott Levine, 33, President and Board Chairman, received his
Bachelor of Arts Degree in Speech Communication and English Writing from the
University of Florida 1989, and attending Capital Law and Graduate Center in
Columbus, Ohio without receiving a degree. After leaving law school in 1991, Mr.
Levine entered the computer industry by taking the Purchasing Manager position
with All Exim, Miami, Florida, where he was employed until 1995. In 1995 to
1997, Mr. Levine worked as a consultant In 1997, Mr. Levine was hired as the
Business Unit Manager for Mass Storage and Components for Computer
2000/AmeriQuest Technologies where he supervised the business unit and was
associated with the development of the OEM Memory Broker Desk In 1998, when
C2000 sold AmeriQuest, Mr. Levine opened his own consulting firm, the HG America
Group, Inc. It served major industry telcos (AT&T, GTE, Bell Atlantic) with
internet sharing and firewall products. Mr. Levine operated HG America Group,
Inc. until he joined Nexland in December, 1998. None of Mr. Levine's prior
employers are affiliated with the Company.

         Richard George Steeves, 60, is Secretary and a member of the Board of
Directors. Mr. Steeves has been a member of our Board of Directors since
November 1996 and from 1997 to 1999, has been our Treasurer and Chief Financial
Officer. Since August 1994, Mr. Steeves has been the President and a member of
the Board of Directors of JOHSTE, Inc., an Illinois corporation. JOHSTE, Inc.
consults with companies on business management. Since April 1993, Mr. Steeves
has been the President and a member of the Board of Directors of Sandaz
Corporation, a Nevada corporation. Sandaz Corporation is a natural resources
company. Since April 1993, Mr. Steeves has been the President and a member of
the Board of Directors of RGS Services, Inc., an Illinois corporation. RGS
Services, Inc. consults with companies on business management, transportation
and taxes. Mr. Steeves received a B.A. from Hampton Institute, Hampton,
Virginia. None of Mr. Steeves' prior employers are affiliated with the Company.


         Enrique Dillon, 38, is Chief Executive Officer. Prior to joining
Nexland, Inc., from 1998 to April 2000, Mr. Dillon was engaged as President of
Big Blue, Inc., a consultant in the management and technology field for Latin
America. Mr, Dillon served as President and Chief Executive Officer of Dinexim
Corp. from 1995 to 1998.

         Martin E. Dell'Oca, 38, is Chief Financial Officer of Nexland, Inc.
From May 1998 to May 2000, Mr. Dell'Oca served as Chief Financial Officer of CHS
Dinexim after Dinexim was sold to CHS. From 1995 to May 1998, Martin Dell'Oca
was the Chief Financial Officer of Dinexim.


         (C) Section 16(a) Beneficial Ownership Reporting Compliance.

         No securities of the Company are registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, and the Company files reports under
Section 15(d) of the Securities




                                       24
<PAGE>



Exchange Act of 1934; accordingly, directors, executive officers and ten percent
stockholders are not required to make filings under Section 16 of the Securities
Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                               Annual Compensation                      Long-Term Compensation
                                                                         Awards        Payouts
 (A)                   (B)    (C)       (D)        (E)                    (F)             (G)            (H)          (I)
Name &                                             Other               Restricted     Securities
Principal                                          Annual                Stock        Underlying        LTIP        All other
Position              Year   Salary    Bonus    Compensation(3)          Awards         Options        Payouts
Compensation
--------              ----   ------    -----    ---------------          ------         -------        -------    ------------
<S>                   <C>   <C>       <C>        <C>                     <C>            <C>           <C>          <C>
Greg Levine

President        1999-2000  $100,000[1]  -0-         -0-                    -0-           -0-             -0-           -0-

Richard G.       1999-2000
 Steeves,                          $[5]  -0-         -0-                    -0-           -0-             -0-           -0-
 Secretary

Fred Schmid      1999-2000
Former Chief
Executive
Officer and

President                           7,500[3]    226,885[2]             320,000[4]        -0-             -0-           -0-


Enrique Dillon   2000-2002           $0 [6]   1,170,000[6]

Martin Dell'Oca  2000-2002        $100,000[7]   200,000[7]

</TABLE>

[1] Mr. Levine's base compensation increases to $150,000, upon the Company
raising at least $1,000,000 in debt or equity financing.

[2] We entered into a three (3) year employment agreement with our former
president, Fred R. Schmid, effective November 11, 1997. Since salary was not
paid, compensation and interest accrued in the approximate amount of $136,422
which was converted into 136,422 (plus 20,463 penalty shares) shares of our
common stock and is being registered in this offering. In April, 1999, the
employment agreement was terminated and replaced with a consulting agreement
which compensated Mr. Schmid at the rate of 10,000 shares per month. By




                                       25
<PAGE>



November, 1999, Mr. Schmid had accumulated 70,000 additional shares of our
common stock.

[3] The April 1997 consulting agreement, and Mr. Schmid, in his capacity as CEO
and president, were terminated in November, 1999, as a result of our merger with
Nexland Fla. and replaced with a new two year consulting agreement with
compensation at the rate of 15,000 common shares, quarterly, half of which was
earned in 1999.

[4] The November 11, 1997 employment agreement also provided Mr. Schmid an
option for the purchase of 160,000 shares at $2.50 per share and 160,000 shares
at $5.00 per shares for a period of ten years. On July 29, 1998, the $2.50
option price was reduced to conform with the offer granted to the Warrant
holders to exercise the Class A Warrants at a reduced price of $1.00 for a
specific time period. In February, 2000, Mr. Schmid exercised 160,000 of these
options, the underlying shares are covered by this registration statement.

[5] Mr. Steeves is compensated at the rate of $50.00 per hour


[6] On April 25, 2000 the Company executed an employment contract ("Contract")
with Mr. Dillon. Mr. Dillon receives no base salary until the earlier of the
Company obtaining financing of at least $1,000,000 dollars or 60 days from the
date of the Contract. In addition, Mr. Dillon received 1,170,000 shares of
common stock subject to forfeiture in the event of resignation or termination
for cause prior to the expiration of the Contract i.e., April 25, 2002.

[7]On May 1, 2000, the Company executed an employment contract ("Contract") with
Mr. Dell'Oca. Mr. Dell'Oca's base compensation of $100,000 increases to
$120,000, upon the Company raising at least $1,000,000 in debt or equity
financing. In addition, Mr. Dell'Oca received 200,000 shares of common stock
subject to forfeiture in the event of resignation or termination for cause prior
to the expiration of the Contract, i.e. May 1, 2002.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

         The following table sets forth certain information with respect to
beneficial ownership of our common stock as of May 18, 2000 as to (i) each
person (or group of affiliated persons) known by us to own beneficially more
than 5% of our outstanding common stock, (ii) each of our directors, (iii)each
of the executive Officers, and (iv) all directors and executive officers of the
company as a group.

         For the purpose of this table, beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission. The number
of shares beneficially owned by a person includes shares of common stock subject
to options held by that person that are currently exercisable or exercisable
within 60 days of March 31, 2000. Shares issuable pursuant to such options are




                                       26
<PAGE>


deemed outstanding for computing the percentage ownership of the person holding
such options, but are not deemed outstanding for the purposes of computing the
percentage ownership of each other person.

         Percentage of shares beneficially owned is based on 35,678,916 shares
of common stock outstanding as of May 18, 2000.
<TABLE>
<CAPTION>

Name and Address
of Beneficial Owner [6]                    Number of Shares               Percent of Class [7]
-------------------                        ----------------               --------------------

<S>                                         <C>                                 <C>
BH Investor Group, LLC[1]                   12,611,250                          35.4
P.O. Box 3783,
Hallandale, Fla 33008


Andre Chouraqui                              5,044,500                          14
Barker Road #2, House #9
The Peak, Hong Kong

Fast-Access Group, LLC [2]                   5,044,500                          14
P.O. Box 9096
Daytona Beach, Fla. 32120


Broadband Investor Group, LLC[3]             2,602,500                           7.3
P.O. Box. 693267
Miami, Fla. 33169


High-Speed Venture, LLC[4]                   2,522,250                           7.1
P.O. Box 693267
Miami, Fla. 33169


Richard G. Steeves[5]                           10,466                            .03
1911 E. Meadowlake Drive
Mahomet, Ill. 61586


Enrique Dillon[6]                            1,170,000                           3.3
c/o Nexland Inc.
1101 Brickell Avenue
Suite 702, North Tower
Miami, Florida 33131

Martin Dell'Oca[6]                             200,000                            .06
385 Hampton Lane
Key Biscayne, FL 33149

All directors and executive                  3,982,966                          11.2
officers as a group

-------------------------------
</TABLE>




                                       27
<PAGE>



[1] this entity is controlled by Israel Daniel Sultan

[2] this entity is controlled by Laurent Solomon

[3] this entity is controlled by Greg Levine, our president

[4] this entity is controlled by Yves Many

[5] Richard Steeves is our Secretary and a director of the Company


[6] These shares were issued pursuant to the officers respective employment
agreements, but are subject to forfeiture under certain conditions. The shares
are held in escrow during the forfeiture period.


         To the knowledge of management, there are no present arrangements or
pledges of securities of the Company, which may result in a change in control of
the Company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (A) Registrant has engaged in no transactions with management or others
in which the amount involved exceeds $60,000 other than the following:

         (1) On November 11, 1997, we granted Schmid an option to purchase up to
160,000 shares of Common Stock at a purchase price ranging between $1.00 and
$2.50 (which was subsequently reduced to between $0.25-2.50) per share. The
option period commenced on the second anniversary of the date of this Agreement
and ending ten years after the second anniversary date. The Company estimates
that substantially all of these options will be exercised during the contractual
period. In addition, the Company granted Schmid an option to purchase an
additional 160,000 shares of Common Stock at a purchase price of $5.00 per
share. The option period commences on the third anniversary date of this
Agreement and ends ten years after the third anniversary date. In February 2000,
160,000 options were exercised at $1.00 per share and the underlying shares are
covered by this registration statement.

         (2) On November 3, 1999, Nexland Fla., obtained an option, including a
right of first refusal, to purchase all of the issued and outstanding shares of
Nexland France. The option will expire on June 30, 2000. The purchase price is
to be determined by an independent valuation conducted by a French accounting
firm and be mutually acceptable to both parties. Nexland France is controlled,
by Israel Daniel Sultan, Andre Chouraqui, and Yves Many, all of whom are
principal shareholders of our company. In consideration of the option and right
of first refusal, these three individuals received a total of 1,584,000 of our
common shares

         (3) On November 17, 1999 we entered in a consulting agreement with Fred
Schmid, our former CEO and president. The agreement provides for the following:


                                       28
<PAGE>



         o        15,000 common shares quarterly, payable in arrears

         o        two year term subject to automatic renewal unless 30 day
                  notice not to renew

         o        consultant is to provide consulting services regarding the
                  raising of capital

         o        consultant is subject to the customary confidentiality
                  restrictions

         (4) On January 18, 1999, we executed a Cooperation Agreement with
Smerwick Ltd., a Hong Kong corporation located in Taiwan, in a non-arms length
negotiation. Smerwick's principal owners are two of our principal shareholders,
Laurent Solomon and Andre Chouraqui. Smerwick coordinates all of our
manufacturing efforts, inspects our products, consolidates and organizes our
shipments, and handles our exports prior to leaving Taiwan. Smerwick acts as our
dealer by purchasing our requirements from the manufacturer and reselling the
products to us at a 3% markup. The Cooperation Agreement is cancelable on 30
days notice.

         (5) On September 15, 1999, we confirmed a technology sharing agreement
with Nexland France, making their research and manufacturing facilities
available to us.


         (6) On November 17, 1999, we acquired, in a reverse acquisition
transaction, Nexland Fla. whose principal shareholders now own approximately
81.2% of our common shares. As a condition of the transaction, we have agreed to
register under cover of aregistration statement, approximately 300,635 shares of
certain of our creditors, Fred R. Schmid and Erik Nelson. Included in these
shares are 39,213 shares issued due a 5% penalty provision resulting from the
late filing of a registration statement to be filed.


         (7) On March 14, 2000, we entered into a five year Consulting Agreement
with Nexland France, which provides for the following:

         o        $175,000 per annum consulting fee to commence when we obtain
                  at least $1,000,000 in financing

         o        the consulting services will be performed by Israel David
                  Sultan, Nexland LP's founder, and one of our principal
                  shareholders

         o        we may terminate without cause after December 31, 2001, other
                  than in connection with a change of control, in which case the
                  consultant shall receive one year severance pay

         o        should consultant be terminated, without cause, 90 days prior,
                  or one year subsequent, to a change of control, consultant
                  shall be entitled to twice its annual fee. "Change of control"
                  is defined as any person or group (as defined by the
                  Securities Exchange Act of 1934) obtaining 50% or more of our
                  voting securities, or a restructuring of the Company

         (8) As of December 31, 1999, we are obligated to one of our principal
shareholders, Israel Daniel Sultan, on unsecured cash loans in the amount of
$189,218.45. The loans are evidenced by




                                       29
<PAGE>




demand promissory notes, which bear interest equal to the applicable federal
rate, and are subject to adjustment on August 1, 2000. The notes are all payable
on demand.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8-K

(a)      The following documents are filed as a part of this Report:

         (1)Financial Statements:
         Balance Sheets, Statements of Operation, Statements of Stockholders'
         Equity, Statements of Cash Flows and Notes to Financial Statements.


         All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

         (2)      Exhibits:

         The exhibits listed below are required by Item 601 of Regulation S-K.
Each management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K has been identified.

         The following documents are incorporated herein by reference from the
Registrant's Form S-1 Registration Statement filed with the Securities and
Exchange Commission (the "Commission"), Commission file #333-3074 on April 1,
1996 and declared effective by the Commission August 16, 1996:

Number    Document

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

3.1      Articles of Incorporation.

3.2      Amended Articles of Incorporation.

3.3      Bylaws of the Company.

4.1      Specimen certificate for Common Stock.

4.2      Specimen certificate for Class A Redeemable Warrants.

4.3      Specimen certificate for Class B Redeemable Warrants.




                                       30
<PAGE>



         The following documents are incorporated herein by reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1997:

99.1     Stock Purchase Agreement.

99.2     Employment Agreement with Fred Schmid.

         The following documents are incorporated herein by reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1998:

3.3      Amended Articles of Incorporation dated December 31, 1997.

3.4      Amended Articles of Incorporation dated April 15, 1998.

         The following documents are incorporated herein by reference from the
Registrant's Post Effective Amendment 1 to Form S-1 Registration Statement filed
with the Securities and Exchange Commission (the "Commission"), Commission file
#333-3074 on June 17,1998 and declared effective by the Commission June 19,1998:

3.3      Amended Articles of Incorporation dated December 31, 1997.

3.4      Amended Articles of Incorporation dated April 15, 1998.

     The following documents are incorporated herein by reference from the
Registrant's Form 8-K Report filed on December 3, 1999:

2.       Acquisition Agreement and Exhibits attached thereto

         The following documents are incorporated by reference from the
Registrant's Post-Effective Amendment 2 to Form S-1 Registration Statement filed
with the Securities and Exchange Commission (the "Commission"), Commission file
#333-3074 on April 3, 2000.

10.1     March 14, 2000, Consulting Agreement between Nexland S.A. and the
         Company

10.2     November 17, 1999, Mutual Non-Competition Agreement between Nexland,
         S.A. and the Company

10.3     November 17, 1999 Co-Operation Agreement between Smerwick, Ltd. and the
         Company




                                       31
<PAGE>




         The following documents are incorporated by reference from the
Registrant's Form 8K filed with the Securities and Exchange Commission (the
"Commission") Commission file #333-3074 on May 12, 2000.

10.4     Employment Contract of Enrique Dillon

10.5     Employment Contract of Martin Dell'Oca





                                       32
<PAGE>



                                   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.


Dated:           May 22, 2000



Nexland, Inc.
                          By:  /s/ Gregory S. Levine
                               ---------------------------------
                                   Gregory S. Levine, President



                                       33
<PAGE>


                                  NEXLAND, INC.
                              Financial Statements

                               December 31, 1999,
                                  1998 and 1997





                            WILLIAMS & WEBSTER, P.S.
                          Certified Public Accountants
                        Bank of America Financial Center
                          W. 601 Riverside, Suite 1940
                                Spokane, WA 99201
                                 (509) 838-5111


<PAGE>


                                  NEXLAND, INC.

                                TABLE OF CONTENTS


                                                                     Pages
                                                                     -----
INDEPENDENT AUDITOR'S  REPORT                                         F-1

FINANCIAL STATEMENTS

         Balance Sheets                                               F-2

         Statements of Operations                                     F-3

         Statements of Stockholders' Equity                           F-4

         Statements of Cash Flows                                     F-5

NOTES TO FINANCIAL STATEMENTS                                         F-6


<PAGE>


Board of Directors
Nexland, Inc.
Miami, Florida

                          Independent Auditor's Report
                          ----------------------------


We have audited the accompanying balance sheets of Nexland, Inc. as of December
31, 1999, 1998 and 1997 and the related statements of operations and
stockholders' equity, and cash flows, for the years then ended. 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 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 Nexland, Inc. as of December
31, 1999, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended in conformity with 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 17 to the
financial statements, the Company's significant losses raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
the resolution of this issue are also discussed in Note 17. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

As described in Note 18 to the financial statements, the Company's original
method of accounting for certain business combinations has been deemed
inappropriate. The Company has elected to correct these financial statements for
the effects of these combinations. Accordingly, 1999, 1998 and 1997 financial
statements have been restated.





Williams & Webster, P.S.
Spokane, Washington
March 13, 2000 (except for Note 18, as to which the date is May 12, 2000)


                                      F-1


<PAGE>


NEXLAND, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                         (Restated)     (Restated)    (Restated)
                                                                         December 31,   December 31,  December 31,
                                                                            1999           1998          1997
                                                                      ------------    -----------    -----------
<S>                                                                   <C>             <C>            <C>
A S S E T S

     CURRENT ASSETS
         Cash                                                         $      4,231    $        23    $     9,540
         Accounts receivable                                                78,597              -              -
         Inventory                                                          56,467          7,643              -
                                                                      ------------    -----------    -----------
     TOTAL CURRENT ASSETS                                                  139,295          7,666          9,540
                                                                      ------------    -----------    -----------

     PROPERTY AND EQUIPMENT
         Furniture and equipment                                             8,434          6,183          5,651
         Less:  accumulated depreciation                                    (3,659)        (1,943)          (415)
                                                                      ------------    -----------    -----------
     TOTAL PROPERTY AND EQUIPMENT                                            4,775          4,240          5,236
                                                                      ------------    -----------    -----------
     OTHER ASSETS
         Escrow and security deposits                                        3,180              -              -
                                                                      ------------    -----------    -----------
     TOTAL OTHER ASSETS                                                      3,180              -              -
                                                                      ------------    -----------    -----------
TOTAL ASSETS                                                          $    147,250    $    11,906    $    14,776
                                                                      ============    ===========    ===========


L I A B I L I T I E S   &   S T O C K H O L D E R S '   E Q U I T Y (D E F I C I T)

     CURRENT LIABILITIES
         Accounts payable                                             $    196,061    $     7,643    $         -
         Accrued expense                                                    53,939          2,453            200
         Notes payable                                                      19,553              -              -
                                                                      ------------    -----------    -----------
     TOTAL CURRENT LIABILITIES                                             269,553         10,096            200
                                                                      ------------    -----------    -----------

     LONG-TERM LIABILITIES
         Notes payable, related parties                                    201,917         87,136              -
                                                                      ------------    -----------    -----------
     TOTAL LIABILITIES                                                     471,470         97,232            200
                                                                      ------------    -----------    -----------
     COMMITMENTS AND CONTINGENCIES                                               -              -              -
                                                                      ------------    -----------    -----------

     STOCKHOLDERS' EQUITY (DEFICIT)
         Preferred stock, 10,000,000 shares authorized,
            $0.0001 par value; no shares outstanding                             -              -              -
         Common stock, 50,000,000  shares authorized,
            $ 0.0001 par value; 34,094,703 , 29,500,000
            and 29,500,000 issued and outstanding, respectively              3,410          2,950          2,950
         Additional paid-in capital                                              -         64,950         64,950
         Accumulated deficit                                              (327,630)      (153,226)       (53,324)
                                                                      ------------    -----------    -----------
       TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                               (324,220)       (85,326)        14,576
                                                                      ------------    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (D E F I C I T)            $    147,250    $    11,906    $    14,776
                                                                      ============    ===========    ===========
</TABLE>



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

                                       F-2


<PAGE>


NEXLAND, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            (Restated)           (Restated)           (Restated)
                                                               Year                 Year                 Year
                                                              Ending               Ending               Ending
                                                            December 31,         December 31,         December 31,
                                                               1999                 1998                 1997
                                                         ---------------     ----------------     ----------------
<S>                                                      <C>                 <C>                  <C>
R E V E N U E S                                          $       263,338     $              -     $              -

COST OF REVENUES                                                 129,311                    -                    -
                                                         ---------------     ----------------     ----------------
GROSS PROFIT                                                     134,027                    -                    -
                                                         ---------------     ----------------     ----------------

E X P E N S E S
     Advertising                                                  10,364                3,354                6,698
     Professional services                                        35,512               42,814               20,876
     Selling and administrative                                  217,788               53,734               25,750
                                                         ---------------     ----------------     ----------------

         TOTAL OPERATING EXPENSES                                263,664               99,902               53,324
                                                         ---------------     ----------------     ----------------

LOSS FROM OPERATIONS                                            (129,637)             (99,902)             (53,324)

OTHER INCOME AND (EXPENSE)
     Interest                                                     (1,706)                   -                    -
                                                         ---------------     ----------------     ----------------

LOSS BEFORE INCOME TAXES                                        (131,343)             (99,902)             (53,324)

INCOME TAXES                                                           -                    -                    -
                                                         ---------------     ----------------     ----------------

NET LOSS                                                 $      (131,343)    $        (99,902)    $        (53,324)
                                                         ===============     ================     ================

BASIC AND DILUTED LOSS PER COMMON SHARE                  $      nil          $       nil          $       nil
                                                         ===============     ================     ================

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
     OF COMMON STOCK SHARES OUTSTANDING                  $    30,053,926     $     29,500,000     $     29,500,000
                                                         ===============     ================     ================
</TABLE>


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

                                       F-3
<PAGE>


NEXLAND, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                            Common Stock
                                                       ----------------------       (Restated)      (Restated)        (Restated)
                                                         Number                     Additional      Accumulated      Stockholders'
                                                        of Shares      Amount     Paid-in Capital      Deficit          Equity
                                                        ----------   ----------   ---------------  -------------    -------------
<S>                                                     <C>          <C>          <C>              <C>             <C>
Issuance of common stock in December, 1997
      for cash at $1.00 per share                        4,425,000   $      443   $       2,557    $           -   $        3,000

Restated effect of 1999 combination with Nexland LP     25,075,000        2,507          62,393                -           64,900

Net loss for year ending December, 1997                          -            -               -          (53,324)         (53,324)
                                                        ----------   ----------   -------------    -------------    -------------
      Balance at December 31, 1997                      29,500,000        2,950          64,950          (53,324)          14,576

Net loss for year ending December, 1998                          -            -               -          (99,902)         (99,902)
                                                        ----------   ----------   -------------    -------------    -------------
      Balance at December 31, 1998                      29,500,000        2,950          64,950         (153,226)         (85,326)

Stock exchanged in reverse acquisition of and
      recapitalization of WindStar Resources, Inc.
      by Nexland, Inc.                                   4,594,703          460         (64,950)         (43,061)        (107,551)

Net loss for year ending December 31, 1999                       -            -               -         (131,343)        (131,343)
                                                        ----------   ----------   -------------    -------------    -------------
      Balance at December 31, 1999                      34,094,703   $    3,410   $           -    $    (327,630)  $     (324,220)
                                                        ==========   ==========   =============    =============   ==============
</TABLE>


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

                                       F-4


<PAGE>



NEXLAND, INC.
 STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                           (Restated)              (Restated)         (Restated)
                                                                              Year                    Year               Year
                                                                             Ending                  Ending             Ending
                                                                          December 31,            December 31,       December 31,
                                                                              1999                    1998               1997
                                                                        -----------------       -----------------  -----------------
<S>                                                                     <C>                     <C>               <C>
Cash flows from operating activities:

      Net loss                                                          $       (131,343)       $        (99,902)  $        (53,324)
      Adjustments to reconcile net loss
          to net cash provided (used) by operating activities:
               Depreciation and amortization                                       1,716                   1,528                415
          Decrease (Increase) in :
               Accounts receivable                                               (78,597)                      -                  -
               Inventory                                                         (48,824)                 (7,643)                 -
          Increase (Decrease) in :
               Accounts payable                                                   98,745                   7,643                  -
               Accrued expenses                                                   51,486                   2,253                200
                                                                        ----------------        ----------------   ----------------
          Net cash used by operating activities                                 (106,817)                (96,121)           (52,709)
                                                                        ----------------        ----------------   ----------------

Cash flows from investing activities:
          Purchase of property and equipment                                      (2,251)                   (532)            (5,651)
          Deposits paid                                                           (3,180)                      -                  -
                                                                        ----------------        ----------------   ----------------
          Net cash used by investing activities                                   (5,431)                   (532)            (5,651)
                                                                        ----------------        ----------------   ----------------
Cash flows from financing activities:
          Proceeds from common stock issued                                            -                        -            67,900
          Loans from stockholder                                                 114,781                   87,136                 -
          Net cash acquired in reverse acquisition
               with WindStar Resouces, Inc.                                        1,675                        -                 -
                                                                        ----------------        ----------------   ----------------
          Net cash provided by financing activities                              114,781                   87,136            67,900
                                                                        ----------------        ----------------   ----------------
Net increase (decrease) in cash                                                    2,533                  (9,517)             9,540


Cash, beginning of period                                                             23                   9,540                  -
                                                                        ----------------        ----------------   ----------------

Cash, end of period                                                     $          2,556        $             23   $          9,540
                                                                        ================        ================   ================

SUPPLEMENTAL DISCLOSURES:
      Cash paid for interest and income taxes:

          Interest expense                                                             -                       -                  -
                                                                        ================        ================   ================
          Income taxes                                                                 -                       -                  -
                                                                        ================        =================  ================
</TABLE>


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

                                       F-5


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 1 - BUSINESS ORGANIZATION

Nature of Operations
--------------------
Nexland, Inc. (hereinafter "Nexland") was incorporated on December 4, 1994 under
the laws of the State of Florida. From inception until November 15, 1999,
Nexland was inactive. On November 15, 1999, the partners of Nexland Limited
Partnership assigned all rights, title and interest in partnership assets to
Nexland, Inc. in exchange for 25,075,000 common stock shares of Nexland, Inc.
Nexland LP was formed on September 25, 1997. The activities of the Partnership
are reflected in the financial statements. The Company is engaged in the
production of internet sharing boxes.

On November 17, 1999, WindStar Resources, Inc. (hereinafter "WindStar") acquired
all of the outstanding common stock of Nexland. For accounting purposes the
acquisition has been treated as a recapitalization of Nexland with Nexland as
the acquirer. This form of business combination is referred to as a "reverse
acquisition." The historical financial statements prior to November 17, 1999 are
those of Nexland. WindStar was incorporated on March 22, 1995, under the laws of
the State of Arizona under the name of Turtleback Mountain Gold Co., Inc. to
conduct business in the fields of mineral exploration, construction and mining.
WindStar Resources, Inc. has been in development stage since inception and had
not realized any significant revenues from its planned operations. Prior to
November 17, 1999, WindStar discontinued all mineral exploration, construction
and mining operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Nexland, Inc. is presented to
assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management, which is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.

Basis of Accounting
-------------------
Nexland uses the accrual basis of accounting in accordance with generally
accepted accounting principles.

Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the 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.

Advertising
-----------
Advertising costs are charged to operations in the year incurred.


                                      F-6


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment
-----------------------------
Property, plant and equipment is recorded at cost and depreciated using the
straight-line method over estimated useful lives of three to seven years.
Expenditures for repairs and maintenance that do not extend the useful life of
the related asset are expensed as incurred.

Impairment of Long-lived Assets
-------------------------------
The Company evaluates the recoverability of long-lived assets when events and
circumstances indicate that such assets might be impaired. The Company
determines impairment by comparing the undiscounted future cash flows estimated
to be generated by these assets to their respective carrying amounts.

Income Taxes
------------
No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses. The Company's net operating loss is approximately $25,000, and is
available to offset future net income. The Company has no significant deferred
tax assets or liabilities, and the net operating loss is fully reserved by a
valuation allowance.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with a maturity of three
months or less at the date of acquisition to be cash equivalents.

Basic and Diluted Earnings Per Share
------------------------------------
In December 1997, the Company adopted Statement of Financial Accounting
Standards Statement (SFAS) No. 128, Earnings Per Share. Basic earnings per share
are computed using the weighted average number of common shares outstanding.
Diluted net loss per share is the same as basic net loss per share as the
inclusion of common stock equivalents would be antidilutive. At December 31,
1999, the Company had 320,000 stock options and 3,200,000 warrants, which were
not included in computing diluted loss per share because their effects were
antidilutive.

Revenue Recognition
-------------------
Revenues and cost of revenues are recognized when services and products are
furnished or delivered.

Derivative Instruments
----------------------
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This new standard establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value.


                                      F-7


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

At December 31, 1999, the Company has not engaged in any transactions that would
be considered derivative instruments or hedging activities.

Reclassifications
-----------------
Certain amounts from prior periods have been reclassified to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets of five to
seven years. The Company evaluates the recoverability of property and equipment
when events and circumstances indicate that such assets might be impaired. The
Company determines impairment by comparing the undiscounted future cash flows
estimated to be generated by these assets to their respective carrying amounts.

Major additions and betterments are capitalized. Costs of maintenance and
repairs that do not improve or extend the lives of the respective assets are
expensed as incurred. When property and equipment are retired or otherwise
disposed of, the related costs and accumulated depreciation are removed from the
accounts and any gain or loss is recognized in operations.

NOTE 4 - INVENTORY

Inventories are stated at the lower of cost or market, with cost being
determined on a first-in-first-out basis.

Inventories at December 31, 1999 and 1998 consist of internet sharing devices
valued at $56,467 and $7,643, respectively. The Company did not maintain
inventories at December 31, 1998 or 1997.

NOTE 5 - LEASE COMMITMENT

Nexland leases commercial office space in Miami, Florida on a month-to-month
agreement. The monthly rent is $3,000. The Company is currently negotiating a
lease for a new location.

NOTE 6 - INTANGIBLE ASSETS

At December 31, 1999, the Company's trademark applications were still pending
approval and no costs have been capitalized.


                                      F-8


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 7 - NOTES PAYABLE, RELATED PARTIES

Nexland has unsecured cash loans from a stockholder in the amount of $174,318 at
December 31, 1999 and $87,136 at December 31, 1998. The notes bear interest
equal to the applicable federal rate, which is 5.83%, are unsecured and are
subject to adjustment on August 1, 2000. The terms of the notes were not
finalized until after the merger with WindStar Resources, Inc.

Other long-term debt at December 31, 1999 consists of an unsecured note with
Phoenix International Mining, Inc., a related party, dated August 1, 1997, with
interest due at 1% per month and the principal payable at the discretion of
WindStar Resources, Inc. with any remaining principal due not later than five
years from the date of the note. Under terms of the note, the Company may borrow
from time to time in varying amounts up to the sum of one million dollars within
the two years from the date of the note. The balance due at December 31, 1999,
was $27,600.

NOTE 8 - NOTES PAYABLE

In the November 1999 acquisition, the Company acquired notes payable from
WindStar that are short-term, unsecured demand notes with an interest rate of
12% per annum. The balance on these notes at December 31, 1999 is $19,553.

NOTE 9 - PREFERRED STOCK

The Company has the authority to issue 10,000,000 shares of preferred stock,
having a par value of $0.0001 per share. At December 31, 1999, no shares of
preferred stock were issued or outstanding.

NOTE 10 - COMMON STOCK

On November 17, 1999, Nexland, Inc. exchanged each of its shares of common stock
for 1,475 shares of WindStar Resources, Inc. common stock shares. Nexland,
Inc.'s shareholders received 29,500,000 shares of WindStar Resources, Inc.
common stock in exchange for their 20,000 shares of Nexland's common stock.
Furthermore, Nexland contributed $25,000 in cash for the payment of WindStar's
outstanding payables and assumed $82,551 of the net liabilities of WindStar. The
shareholders of WindStar Resources, Inc. retained their 4,594,703 shares of
common stock. This acquisition has been treated as a recapitalization of Nexland
with Nexland as the acquirer (reverse acquisition). The Company has 34,094,703
shares of common stock outstanding at December 31, 1999.

Mr. Israel D. Sultan, the original shareholder of Nexland, was issued 4,425,000
shares of common stock for his original capital contribution of $3,000. On
November 15, 1999, Nexland LP was acquired for the issuance of 25,075,000 shares
of common stock. Mr. Sultan owned 100% of Nexland and 50% of Nexland LP and,
accordingly, as such this transaction is treated as


                                      F-9


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 10 - COMMON STOCK (Continued)

a combination of common interests. All financial activity is combined and
reported in these financial statements in a manner similar to a pooling of
interest.

WindStar, the Company's predecessor by reverse acquisition, had during the year
ended December 31, 1995, issued 1,240,000 shares of common stock in exchange for
eight mining claims. The stock was issued at $0.0105 per share.

During the year ended December 31, 1996, WindStar issued 1,600,000 units in
exchange for one hundred twenty eight mining claims (Note 3). Each unit
consisted of one share of common stock, one "Class A Warrant" and one "Class B
Warrant". The stock was issued at $0.04125 per share.

During the year ended December 31, 1998, the Board of Directors of WindStar
authorized a 1-for-250 reverse stock split, thereby decreasing the number of
issued and outstanding shares and increasing the par value of each share to
$0.0001. All references in the accompanying financial statements to number of
common shares and per share amounts for 1997, 1998 and 1999 have been restated
to reflect the reverse stock split.

WindStar issued 22,000 shares of its common stock during the year ended December
31, 1998, in payment of outstanding debt that was owed to Baragan Mountain
Mining, LLC for an unpaid royalty fee and the interest accrued. The shares were
issued at $2.50 per share.

In November 1999, WindStar issued 382,173 shares of common stock to related
parties in payment of debt.

In consideration of Nexland S.A. granting a right of first refusal for purchase
of Nexland S.A. to Nexland, Inc., certain Nexland stockholders conveyed
1,584,000 shares of common stock they received out of the 29,500,000 shares of
common stock to Nexland S.A. for distribution to Nexland S.A. shareholders. See
Note 15.

On November 17, 1999 the Company committed to a consulting agreement with Fred
Schmid, a related party. This agreement provides for compensation to be paid in
common stock at 5,000 shares per month issued quarterly. Either party can
terminate this agreement at any time.

NOTE 11 - STOCK WARRANTS

During the year ended December 31, 1996, the Company's predecessor by reverse
acquisition issued 1,600,000 units. As stated in Note 10, each unit consisted of
one share of common stock, one "Class A Warrant" and one "Class B Warrant". Each
"Class A Warrant" may be exercised to purchase one share of common stock at
exercise prices ranging from $0.25 to $2.50 per share. Each "Class B Warrant"
may be exercised to purchase one share of common stock at an exercise price of
$5.00. The warrants are redeemable at any time upon the Company giving thirty
days


                                      F-10


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 11 - STOCK WARRANTS (Continued)

written notice to the holder thereof at redemption price of $0.0025 per warrant.
The warrants are exercisable up to five years from the effective date of the
offering unless called sooner.

As of December 31, 1999, 1,541,558 "Class A Warrants" remain authorized and
outstanding (not exercised). No "Class B Warrants" were exercised during 1997,
1998 or 1999.

NOTE 12 - SALE OF STOCK AND GRANT OF OPTIONS

The Company's predecessor by reverse acquisition sold 540,000 shares of common
stock to its president and chief executive officer for $10,000 cash and also
granted purchase options to him during November 1997. The Company's options
("Stock Options") enable the holder to purchase up to 160,000 shares of the
stock during the ten-year period commencing on the second anniversary of the
date of this agreement for exercise prices ranging from $0.25 to $2.50 per
share, and up to 160,000 additional shares of stock during the ten-year period
commencing on the third anniversary of the date of this agreement for the
exercise price of $5.00 per share. This agreement was dated November 11, 1997.
No options were granted or exercised during 1998 or 1999.

Following is a summary of the status of fixed options outstanding at December
31, 1999, 1998 and 1997:

                                         Weighted
         Exercise                     Average Remaining        Weighted Average
       Price Range         Number     Contractual Life          Exercise Price
     --------------        ------   ----------------------    ------------------
     $0.25 to $5.00        320,000       5-10 years                $3.875

Of the 320,000 options referred to above, 160,000 are exercisable beginning
November 11, 1999. These options were exercised in March 2000 at $1.00 per share
with the Company receiving a total of $160,000. The remaining 160,000 options
are not exercisable until November 11, 2000. The Company estimates that
substantially all of these options will be exercised during the contractual
period.

NOTE 13 - YEAR 2000

Like other companies, Nexland could be adversely affected if the computer
systems it, its suppliers or customers use do not properly process and calculate
date-related information and data from the period surrounding and including
January 1, 2000. This is commonly known as the "Year 2000" issue. Additionally,
this issue could impact non-computer systems and devices such as production
equipment, elevators, etc.

The Company has reviewed its business and processing systems and believes that
the majority of its systems are already Year 2000 compliant or can be made so
with software updates. Based on


                                      F-11


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 14 -MERGERS AND ACQUISITIONS (continued)

preliminary assessments, the Company regards the costs associated with Year 2000
readiness to be immaterial.

Nexland Limited Partnership
---------------------------
The combination of Nexland with Nexland LP is accounted for as a combination of
common interest, which is similar to a pooling of interest. The financial
statements have been restated for all periods presented. As of November 15,
1999, Nexland LP had accumulated losses of $259,461 and a net partners' deficit
of $194,461. The original Partners' capital was $65,000, of which $100 was for
Nexland's one percent general partnership interest.

WindStar Resources, Inc.
------------------------
On November 17, 1999, when Nexland, by reverse acquisition, became the successor
entity, WindStar had liabilities in excess of assets of $82,551 after Nexland's
advance payment to reduce WindStar debts of $25,000. The allocation to
additional paid-in capital as part of this combination exceeded the available
balance by $43,061, which was charged to accumulated deficit. In this
combination, WindStar acquired all of the outstanding stock of Nexland. For
accounting purposes, the acquisition has been treated as a recapitalization of
Nexland with Nexland as the acquirer. The historical financial statements prior
to November 17, 1999 are those of Nexland. Proforma information giving effect to
the acquisition as if the acquisition took place on January 1, 1998 is as
follows:

Proforma for year ended December 31, 1999:
<TABLE>
<CAPTION>
                                                              Historical
                                                     ----------------------------          Proforma
                                                     Nexland            WindStar            Total
                                                   -----------         ----------       -----------
<S>                                                <C>                 <C>              <C>
Revenue                                            $   263,338         $        -       $   263,338
Net Loss                                              (131,343)          (295,059)         (426,402)
Loss per share                                          nil                nil                (0.01)
Weighted average number of
  common stock shares outstanding                   29,500,000          4,213,23         33,713,230
</TABLE>

Proforma for year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                              Historical
                                                     ----------------------------          Proforma
                                                     Nexland            WindStar            Total
                                                   -----------         ----------       -----------
<S>                                                <C>                 <C>              <C>
Revenue                                            $         -         $        -       $         -
Net Loss                                               (99,902)          (160,664)         (260,566)
Loss per share                                           nil                (0.04)            (0.01)
Weighted average number of
  common stock shares outstanding                   29,500,000          4,162,223        33,662,223
</TABLE>

As of December 31, 1999, the effect of the above business combination on
Nexland's accumulated deficit is $259,461 of partnership losses from Nexland LP,
$43,061 of recapitalization losses from WindStar, and $25,108 of operating
losses.


                                      F-12


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 15 - ACQUISITION OPTION FOR NEXLAND S.A.

Nexland, Inc. has the option to purchase all common stock shares of Nexland
S.A., a French corporation. This option expires on June 30, 2000. The purchase
price is contingent upon a valuation to be performed by an independent French
accounting firm. See Note 10.

NOTE 16 - MINERAL PROPERTIES

WindStar, immediately prior to the reverse acquisition, discontinued all mineral
exploration, construction and mining operations. Although mineral exploration
and mining are inherently speculative and subject to complex environmental
regulations, at the time WindStar discontinued these activities, WindStar was
unaware of any pending litigation or of any specific past or prospective matters
which could affect the Company or its assets. The following disclosures of
mineral properties summarize the recent activities of WindStar.

Eight mining claims were transferred to WindStar on June 30, 1995 by quitclaim
deed in exchange for 1,240,000 shares of common stock. The mining claims were
valued at the transferor cost of $13,000. Prior to November 17, 1999 and the
acquisition, WindStar allowed these claims to expire, resulting in a charge
against operations in the amount of $13,000.

One hundred twenty-eight mining claims located in the La Paz, Maricopa, and Yuma
counties of Arizona were transferred to WindStar on November 16, 1996 by
quitclaim deed in exchange for 1,600,000 units as explained in Note 10. Prior to
November 17, 1999 and the acquisition, WindStar allowed these claims to expire
resulting in a charge against operations in the amount of $66,076.

The four Red Raven II claims purchased from Maxam Gold Corporation have a
royalty fee clause attached to them. The royalty fee, payable to Baragan
Mountain Mining, LLC, is five percent of the net income from operations on the
claims, or $50,000 annually (whichever is greater) beginning July 14, 1996.
During 1998, WindStar settled a default on the $50,000 annual payment, which was
due July 14, 1997, by the exchange of 22,000 shares of its common stock. This
included $5,000 of interest, which had been accrued on the indebtedness. As part
of this settlement, the $50,000 annual fee has been rescinded and future royalty
fees will be calculated on 2.5% of net smelter return from production from those
claims, if any.

NOTE 17 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.

As shown in the accompanying financial statements, the Company and its
predecessor, Nexland LP, have generated no revenues before 1999. The Company
recognized a net loss of $131,343 for 1999 from its activities and that of its
predecessor. Nexland, Inc. has an accumulated deficit of $327,630 at December
31, 1999.


                                      F-13


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 17 - GOING CONCERN (Continued)

Management believes that significant resources will be available from private
and public sources in 2000 to continue the marketing of its internet sharing
devices. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

Management has established plans designed to increase the sales of the Company's
products. Management intends to seek new capital from new equity securities
offerings that will provide funds needed to increase liquidity, fund internal
growth and fully implement its business plan.

NOTE 18 - CORRECTION OF ACCOUNTING FOR BUSINESS COMBINATIONS AND
          SUBSEQUENT EVENTS

The prior issued financial statements for the year ended December 31, 1999, did
not recognize that a strict interpretation of the accounting for reverse
acquisitions, should not result in the recognition of goodwill or intangible
assets. Also, the accounting for a combination of common interests is equivalent
to a pooling of interest.

The accounting for the combination with Nexland LP originally recognized
$211,562 in the value of intangible assets (i.e. trademarks). This has been
corrected and the Company's additional paid-in capital has been reduced by
$211,562. Furthermore, for 1999, 1998, and 1997, the restated financial
statements recognize the net effect of revenue, expenses and losses from
operations from the partnership of $106,235, $99,902 and $53,324, respectively.

The prior issued financial statements recognized an increase in the value of
trademarks of $1,116,976 from the recognition of a minimal stock valuation of
the common stock issued in the combination and the net liabilities acquired from
WindStar as part of the reverse acquisition. The Company should not have
recognized any goodwill or increase in intangible assets as part of this
combination. To correct this overstatement, the Company has reduced its
additional paid-in capital by $1,116,976.

Furthermore, the prior financial statements for the year ended December 31, 1999
included amortization expense from trademarks of $8,292, which has been reduced
to zero from the above changes. This results in a restated net loss of $25,108
from operations prior to the inclusion of Nexland LP's net loss for 1999 of
$106,235.

The financial statements and the notes thereto reflect the appropriate
disclosures for the above corrections.


                                      F-14


<PAGE>


NEXLAND, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1999,
1998 and 1997

NOTE 18 - CORRECTION OF ACCOUNTING FOR BUSINESS COMBINATIONS AND
          SUBSEQUENT EVENTS (Continued)

In April and May 2000, subsequent to the prior issuance of these financial
statements, the Company entered into employment agreements with a new chief
executive officer and a new chief financial officer. These contracts, which are
for two years, require base salaries of $150,000 and $100,000, respectively, and
the issuance of shares of restricted common stock of 1,170,000 and 200,000,
respectively. The base salary of the chief executive officer is subject to the
Company raising one million dollars. The base salary of the chief financial
officer will increase to $120,000 per year upon the Company raising one million
dollars. The issuance of the shares of restricted common stock is subject to
forfeiture, if the executives terminate their contracts during the initial
two-year periods and other conditions.




                                      F-15