Exhibit 99.1

                        Report of Independent Accountants

To the Members of
prospectdigital, LLC
(a development stage company)
Petaluma, California:

In our opinion, the accompanying statement of financial position and the related
statements of operations,  of members' equity, and of cash flows present fairly,
in all material  respects,  the financial  position of  prospectdigital,  LLC (a
development  stage  company)  at  December  31,  2001,  and the  results  of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.  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  audit.  We  conducted  our audit of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

PricewaterhouseCoopers LLP
San Francisco, California
October 2, 2002

<PAGE>

prospectdigital, LLC (a development stage company)
Statement of Financial Position


<TABLE>
<CAPTION>
                                                                  December 31,           December 31,
                                                                      2001                   2000
                                                                  -----------            -----------
                                                                                         (Unaudited)
<S>                                                               <C>                    <C>
Assets
   Cash and cash equivalents                                      $     8,388            $   411,358
   Prepaid expenses                                                     3,210                  7,500
                                                                  -----------            -----------
     Total current assets                                              11,598                418,858


   Fixed assets, net                                                  715,196                932,791
   Intangible assets, net                                             225,000                360,000
                                                                  -----------            -----------
     Total non current assets                                         940,196              1,292,791

                                                                  -----------            -----------
     Total assets                                                 $   951,794            $ 1,711,649
                                                                  ===========            ===========

Liabilities and members' equity
   Accounts payable and accrued liabilities                       $    58,104            $    94,402
   Accounts payable and accrued liabilities to related parties        441,259                 96,922
   Loans payable to related party                                   1,458,157
                                                                  -----------            -----------
     Total current liabilities                                      1,957,520                191,324


   Loans payable to related party                                                          1,100,000
                                                                  -----------            -----------
  Total liabilities                                                 1,957,520              1,291,324


Members' equity
   Contributed capital                                              1,207,500              1,207,500
   Deficit accumulated during development stage                    (2,213,226)              (787,175)
                                                                  -----------            -----------
     Total members' equity                                         (1,005,726)               420,325

                                                                  -----------            -----------
     Total liabilities and members' equity                        $   951,794            $ 1,711,649
                                                                  ===========            ===========

See notes to financial statements.
</TABLE>
<PAGE>

prospectdigital, LLC (a development stage company)
Statement of Operations


<TABLE>
<CAPTION>
                                                        For the year ended      From inception         From inception
                                                           December 31,        (May 5, 2000) to       (May 5, 2000) to
                                                               2001            December 31, 2000      December 31, 2001
                                                        ------------------     -----------------      -----------------
                                                                                   (Unaudited)            (Unaudited)
<S>                                                         <C>                     <C>                   <C>
Revenue                                                     $    10,407                                   $    10,407

Expenses
   Selling, general and administrative                        1,133,433             $ 705,111               1,838,544
   Depreciation and amortization                                213,116                41,924                 255,040
                                                            -----------             ---------             -----------
     Total expenses                                           1,346,549               747,035               2,093,584


                                                            -----------             ---------             -----------
Operating loss                                               (1,336,142)             (747,035)             (2,083,177)
                                                            -----------             ---------             -----------

Other income (loss)
   Other income                                                   5,428                13,782                  19,210
   Interest expense on loans from related party                  95,337                53,922                 149,259
                                                            -----------             ---------             -----------
     Total other income (loss), net                             (89,909)              (40,140)               (130,049)

                                                            -----------             ---------             -----------
Net loss                                                    $(1,426,051)            $(787,175)            $(2,213,226)
                                                            ===========             =========             ===========
</TABLE>

See notes to financial statements.
<PAGE>

prospectdigital, LLC (a development stage company)
Statement of Members' Equity


<TABLE>
<CAPTION>
                                                                  Deficit accumulated
                                               Contributed         during development
                                                 capital                  stage                   Total
                                               -----------             -----------             -----------
<S>                                            <C>                     <C>                     <C>
Balance at inception - May 5, 2000             $        --                                     $        --
Members' cash contributions, May 2000              407,500                                         407,500
Members' non-cash contributions, May 2000          800,000                                         800,000
   Net loss                                             --            $  (787,175)               (787,175)
                                               -----------             -----------             -----------
Balance December 31, 2000 (Unaudited)            1,207,500                (787,175)                420,325


   Net loss                                                             (1,426,051)             (1,426,051)

                                               -----------             -----------             -----------
Balance December 31, 2001                      $ 1,207,500             $(2,213,226)            $(1,005,726)
                                               ===========             ===========             ===========
</TABLE>

See notes to financial statements.
<PAGE>

prospectdigital, LLC (a development stage company)
Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                   For the year ended    From inception         From inception
                                                                      December 31,      (May 5, 2000) to       (May 5, 2000) to
                                                                          2001          December 31, 2000      December 31, 2001
                                                                   ------------------   -----------------      -----------------
                                                                                           (Unaudited)             (Unaudited)
<S>                                                                   <C>                   <C>                   <C>
Cash flows from operating activities:
   Net loss                                                           $(1,426,051)          $  (787,175)          $(2,213,226)


   Adjustments to reconcile net loss to net cash
   used by operating activities:
   Depreciation and amortization                                          213,116                41,924               255,040
   Loss on impairment of fixed assets and intangible assets               377,000                                     377,000
   Prepaid expenses                                                         4,290                (7,500)               (3,210)
   Accounts payable and accrued liabilities                               308,039               191,324               499,363


                                                                      -----------           -----------           -----------
     Net cash used by operating activities                               (523,606)             (561,427)           (1,085,033)
                                                                      -----------           -----------           -----------

Cash flows used by investing activities:
   Acquisition of fixed assets                                            (67,146)              (31,513)              (98,659)
   Website development costs                                             (170,375)             (503,202)             (673,577)

                                                                      -----------           -----------           -----------
   Net cash used by investing activities                                 (237,521)             (534,715)             (772,236)
                                                                      -----------           -----------           -----------

Cash flows from financing activities:
   Proceeds from loans from related party                                 358,157             1,100,000             1,458,157
   Capital contributions                                                                        407,500               407,500

                                                                      -----------           -----------           -----------
   Net cash provided by financing activities                              358,157             1,507,500             1,865,657
                                                                      -----------           -----------           -----------

   Net increase (decrease) in cash and cash equivalents                  (402,970)              411,358                 8,388

   Cash and cash equivalents, beginning of period                         411,358

                                                                      -----------           -----------           -----------
   Cash and cash equivalents, end of period                           $     8,388           $   411,358           $     8,388
                                                                      ===========           ===========           ===========
</TABLE>

See notes to financial statements.
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                              prospectdigital, LLC
                       (Unaudited as to 2000 information)

1. Organization and Summary of Significant Accounting Policies

a. Organization

     Prospectdigital,  LLC (the  "Company")  organized in May 2000,  provides an
on-line  marketing  service  to brokers  selling  annuities  and life  insurance
throughout  the United States.  To date the Company has had nominal  revenue and
used its capital to develop software to support its business and incur operating
expenses.

     The  Company  is  owned  by three  members  who  each own a 33 1/3%  equity
interest, Imagent Online, LLC, JMB ("Celerit") and FIG. The partners contributed
the following  consideration;  Imagent Online,  LLC, $402,500 in cash;  Celerit,
future software  services valued at $400,000 and $2,500 cash; FIG,  intellectual
property  valued at $400,000 and $2,500  cash.  The value of the Celerit and FIG
capital contributions was determined by an independent valuation.


The operating activities of the Company are directed by a management  committee,
this  committee  has five  members.  Imagent  Online,  LLC,  can  appoint  three
committee members,  FIG and Celerit can each appoint one committee member.  Four
committee members must approve a decision;  however, three committee members can
cause the  Company  to cease any  activity.  In August  2001,  Celerit  declared
bankruptcy and as a result the Company reorganized the management  committee and
rescinded Celerit's voting rights.


The Company is in its  planning  stages for its eventual day to day business and
has generated  nominal revenues from its planned  operations.  Accordingly,  the
Company is defined as a development  stage company in accordance  with Statement
of Financial Accounting Standards No. 7, Accounting and Reporting by Development
Stage  Enterprises.  The Company began operations on May 5, 2000. As the Company
has incurred losses to date, Regan Holding Corp.,  Imagent Online,  LLC's parent
company, has committed to provide sufficient funding for the Company to remain a
going concern at least through October 31, 2003.

b. Basis of Presentation

     The  financial  statements  are  prepared  in  conformity  with  accounting
principles generally accepted in the United States of America.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the amounts reported in the financial statements. Actual
results could differ from those estimates.

c. Revenue Recognition

     Revenue is  recognized  when  persuasive  evidence  of a  contract  exists,
subscription  services  provided are complete,  the fee is fixed or determinable
and collection of the resulting  receivable is reasonably assured.  Subscription
services are provided on a  month-to-month  basis.  Up-front  fees are amortized
over the expected customer life.

d. Cash and Cash Equivalents

     Cash and cash equivalents  include  marketable  securities with an original
maturity of ninety days or less at the date of purchase.
<PAGE>

e. Fixed Assets

     Fixed  assets  are  stated  at  cost,  less  accumulated  depreciation  and
amortization.  The Company capitalizes consulting fees and salaries and benefits
for employees who are directly  associated  with the development of the website.
Upon project  completion,  these costs are amortized  over the estimated  useful
life of the website on the straight-line basis.

     Depreciation and amortization are computed using the  straight-line  method
over the estimated useful life of each type of asset, as follows:

Website development costs                             5 Years
Property and equipment                                5 Years

f. Intangible Assets

     The  intangible  assets  result from one of the  member's  initial  capital
contribution  and are being amortized on the  straight-line  basis over 5 years.
Intangible  assets  were  $225,000  and  $360,000  as of  December  31, 2001 and
December 31, 2000 net of accumulated amortization of $80,000 in 2001, $40,000 in
2000 and in 2001, $55,000 of the impairment adjustment discussed below.

g.  Impairment of Long-Lived Assets

     The Company reviews  long-lived assets and intangible assets for impairment
whenever events or changes in circumstances  indicate that the carrying value of
an asset may not be recoverable. The carrying amount of all long-lived assets is
evaluated  periodically  to  determine  if  adjustment  to the  useful  life  is
warranted. As a result of continuing to incur operating losses and nonpayment of
the note  payable  to Imagent  Online,  LLC,  in 2001 the  Company  recorded  an
impairment charge of $377,000 related to its website and intangible  assets. The
charge is included in selling,  general and  administrative  services.  The fair
value of the  intangible  assets was based upon the price that  Celerit  and FIG
sold their equity  interests in the Company for in January 2002.  The fair value
of the website development costs was based on an analysis of replacement cost.

h. Fair value of financial instruments

     The carrying amounts of the Company's financial instruments,  which include
cash and cash equivalents,  accounts payable and accrued liabilities approximate
their fair  values due to their short  maturities.  The  carrying  value of loan
payable  approximates  fair  value due to the  variable  nature of the  interest
rates. The carrying value of the line of credit approximates fair value as it is
due on demand.

i. Accounting pronouncements to be adopted subsequent to December 31, 2001

     In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards  No. 142 (SFAS 142),  Goodwill and
Intangible Assets, which supercedes  Accounting Principles Board ("APB") Opinion
No. 17,  Intangible  Assets.  SFAS 142  eliminates  the current  requirement  to
amortize  goodwill  and  indefinite-lived   intangible  assets,   addresses  the
amortization  of  intangible  assets  with a  defined  life  and  addresses  the
impairment  testing and  recognition  for goodwill and  intangible  assets.  The
provisions of SFAS 142 are applicable on January 1, 2002. However,  goodwill and
intangible  assets acquired after June 30, 2001 are subject  immediately to SFAS
142. The Company's  management has not yet determined the impact  implementation
of SFAS 142 will have on its results of operations or financial position.

     In August 2001, the FASB issued SFAS 144,  Accounting for the Impairment or
Disposal of Long-Lived  Assets.  SFAS 144 establishes a single accounting model,
based on the  framework  established  in SFAS 121, for  long-lived  assets to be
disposed of by sale. It retains the  fundamental  provisions of SFAS 121 for (a)
recognition  and  measurement of the impairment of long-lived  assets to be held
and used and (b)  measurement  of the  impairment  of  long-lived  assets  to be
disposed of by sale.  SFAS 144 is  effective  for fiscal years  beginning  after
December 15, 2001, with earlier application encouraged. The Company's management
has not yet  determined the impact  implementation  of SFAS 144 will have on its
results of operations or financial position.
<PAGE>

2. Fixed Assets

                                                  December 31,     December 31,
                                                     2001             2000
                                                   ---------        ---------
                                                                   (Unaudited)
Website development costs                          $ 751,577        $ 903,202

Property and equipment                                98,659           31,513
                                                   ---------        ---------
                                                     850,236          934,715
Accumulated depreciation and amortization           (135,040)          (1,924)
                                                   ---------        ---------
Total                                              $ 715,196        $ 932,791
                                                   =========        =========

3. Loans Payable to Related Party

     Imagent  Online,  LLC  loaned  $1.1  million to the  Company  in 2000.  The
Company's  assets  collateralize  the loan. The loan bears interest equal to the
prime rate. In 2001,  Imagent Online,  LLC extended a $400,000 line of credit to
the Company.  The line of credit bears interest at 8.0%. As of December 31, 2001
the Company had drawn $358,000 from the line of credit. Loan payments to Imagent
Online,  LLC were  scheduled to begin on June 30, 2001;  however,  in accordance
with the  purchase  transaction  consummated  in  January  2002 (see note 6) the
Company will begin repaying these loans when the Company becomes profitable.  At
December 31, 2001, the loan has been classified as a current  liability  because
it is due on demand.  Interest payable to Imagent Online, LLC, which is included
in accounts  payable and accrued  liabilities to related  parties on the balance
sheet, was $149,000 and $54,000 at December 31, 2001 and 2000.

4. Certain Relationships and Related Transactions

     During  part of 2001,  Legacy  Marketing  Group,  an  affiliate  of Imagent
Online,  LLC,  provided  customer and management  services and office space. The
monthly  base fees for these  services  were $6,000 and  $11,000.  At the end of
2001,  no payments had been made  pursuant to this  arrangement  and the Company
owed Legacy  Marketing  Group  $132,000.  As of  December  31, 2001 and 2000 the
Company owed  Celerit  $160,000 and $43,000 for  consulting  and other  services
provided by Celerit during 2001 and 2000.  During 2001 and 2000 the Company paid
$155,000 and $638,000 to Celerit for various consulting and other services. Most
of the consulting services were capitalized as website development costs.

5. Commitments and Contingencies

     From time to time the Company  may be involved in various  claims and legal
proceedings  arising in the ordinary course of business.  The Company is unaware
of any such claims at this time.

6. Subsequent Events

     In January  2002,  Imagent  Online,  LLC purchased the remaining 67% of the
Company. The Company is now a wholly owned subsidiary of Imagent Online, LLC.