SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

__X__  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

      For the quarterly period ended December 31, 1999

                                                        OR

____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

      For the transition period from ______________to ______________

                         Commission file number 0-27494
                                                -------

                          LEISUREPLANET HOLDINGS, LTD.
             (Exact name of Registrant as Specified in Its Charter)

               Bermuda                                  Not Applicable
               -------                                  --------------
    (State or Other Jurisdiction of            (IRS Employer Identification No.)
    Incorporation or Organization)

             Clarendon House, Church Street, Hamilton HM CX, Bermuda
             -------------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

        Registrant's Telephone Number, Including Area Code: 441-295-1422

       ------------------------------------------------------------------
      Former Name, Former Address and Former Fiscal Year, if Changed Since
                                  Last Report.

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. Yes X No
                                       --       ---

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ____No __

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of February  11, 2000 was
8,027,359.

<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.

            AMENDED FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999

                         PART I - FINANCIAL INFORMATION

ITEM 1         Leisure Planet Holdings Limited

              Consolidated Balance Sheets at December 31, 1999 and June 30, 1998

              Consolidated   Statements  of  Income/(loss)   and  Comprehensive
              Income/(loss)  for the three months and six months ended December
              31, 1999 and 1998

              Consolidated Statements of Cash Flows for the six months ended
              December 31, 1999, 1998

              Consolidated Statement of Changes in Stockholders  Investment for
              the period June 30, 1999 to December 31, 1999

              Notes to the Consolidated Financial Statements for the six months
              ended December 31, 1999 and 1998

ITEM 2        Management's Discussion and Analysis of Financial Condition and
              Results of Operations

ITEM 3        Quantitative and Qualitative Disclosures About Market Risk

                          PART II - OTHER INFORMATION

ITEM 6        Exhibits and Reports on 8-K

              Signatures

                                       -2-
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

LEISURE PLANET HOLDINGS LIMITED
<S>                                         <C> <C>          <C> <C>         <C>
    Consolidated Balance Sheets at December 31, 1999 and June30, 1998      F-1

    Consolidated   Statements  of  Income/(loss)   and  Comprehensive
    Income/(loss)  for the three months and six months ended December
    31, 1999 and 1998                                                      F-2

    Consolidated Statements of Cash Flows for the six months ended
    December 31, 1999, 1998                                                F-4

    Consolidated Statement of Changes in Stockholders  Investment for
    the period June 30, 1999 to December 31, 1999                          F-5

    Notes to the Consolidated Financial Statements for the six months
    ended December 31, 1999 and 1998                                       F-6

                                      -3-
<PAGE>

                         PART I - FINANCIAL INFORMATION
ITEM 1.
                          LEISUREPLANET HOLDINGS, LTD.
                           CONSOLIDATED BALANCE SHEETS

----------------------------------------------------------------------------------------------------------------------------
                                     ASSETS
------------------------------------------------------------------------------------ -------------------- ------------------
                                                                                            DECEMBER 31,           JUNE 30,
                                                                                                    1999               1999
                                                                                              RESTATED $                  $
------------------------------------------------------------------------------------ -------------------- ------------------
CURRENT ASSETS
     Cash on hand                                                                             48,048,435         20,813,301
     Trade accounts receivable                                                                22,562,978         13,388,561
     Less: Allowances for bad debts                                                            (390,081)          (443,172)
                                                                                               ---------          ---------
                                                                                              22,172,897         12,945,389
------------------------------------------------------------------------------------ -------------------- ------------------
     Inventories (net)                                                                         9,751,657          9,152,575
     Prepaid expenses and other current assets                                                 6,081,836          5,236,587
     Deferred income taxes                                                                             -             539,884
                                                                                              ----------            -------
------------------------------------------------------------------------------------ -------------------- ------------------
              TOTAL CURRENT ASSETS                                                            86,054,825         48,687,736
------------------------------------------------------------------------------------ -------------------- ------------------
Property, plant and equipment                                                                 33,677,625         30,777,399
Less: Accumulated depreciation                                                              (12,795,614)       (11,488,982)
                                                                                            ------------       ------------
                                                                                              20,882,011         19,288,417
------------------------------------------------------------------------------------ -------------------- ------------------
Intangible assets (net)                                                                       29,037,644         34,024,745
Deferred charges (net)                                                                           557,494            868,944
Other assets                                                                                      33,279             33,988
                                                                                              ----------       ------------
------------------------------------------------------------------------------------ -------------------- ------------------
                                                                                             136,565,253        102,903,830
----------------------------------------------------------------------------------------------------------------------------
                    LIABILITIES AND STOCKHOLDERS' INVESTMENT
------------------------------------------------------------------------------------ -------------------- ------------------
CURRENT LIABILITIES
     Bank overdraft payable                                                                    1,656,886                  -
     Current portion of long term debt                                                         1,091,651          3,088,435
     Trade accounts payable                                                                   15,089,201          9,058,811
     Other provisions and accruals                                                             4,775,239          4,618,283
     Dividends payable                                                                             3,149          1,870,959
     Other taxes payable                                                                         773,061            558,669
     Income taxes payable                                                                        677,353          1,214,292
                                                                                               ---------          ---------
------------------------------------------------------------------------------------ -------------------- ------------------
              TOTAL CURRENT LIABILITIES                                                       24,066,540         20,409,449
------------------------------------------------------------------------------------ -------------------- ------------------
Long term debt                                                                                26,975,647         33,598,244
Deferred income taxes                                                                          1,742,148          1,551,724
                                                                                               ---------          ---------
------------------------------------------------------------------------------------ -------------------- ------------------
                                                                                              52,784,335         55,559,417
------------------------------------------------------------------------------------ -------------------- ------------------
Minority stockholders investment                                                              43,857,413         32,198,314
------------------------------------------------------------------------------------ -------------------- ------------------
FSAH mandatory redeemable preferred stock                                                      9,891,197          9,891,197
------------------------------------------------------------------------------------ -------------------- ------------------
STOCKHOLDERS INVESTMENT
Capital stock:
     A class common stock, $0.01 par value - authorized 23,000,000 shares,
      issued and outstanding 7,905,947 shares (1998: 5,383,142 shares)                            79,059             53,832
     B class common stock, $0.01 par value - authorized 2,000,000 shares, issued
      and outstanding 946,589 shares (1998: 946,589 shares)                                        9,466              9,466
     FSAH B class common stock, R0.001 par value - authorized 10,000,000 shares,
      issued and outstanding 2,671,066 shares (1998: 2,550,466 shares)                               599                580
     Preferred stock, $0.01 par value - authorized 5,000,000 shares, issued and
       outstanding nil shares                                                                          -                  -
     Capital in excess of par                                                                 53,888,106         22,971,261
------------------------------------------------------------------------------------ -------------------- ------------------
Retained (loss)/earnings                                                                     (8,079,197)        (3,084,700)
                                                                                             -----------        -----------
------------------------------------------------------------------------------------ -------------------- ------------------
                                                                                              45,898,033         19,950,439
------------------------------------------------------------------------------------ -------------------- ------------------
Foreign currency translation adjustments                                                    (15,865,725)       (14,695,537)
                                                                                            ------------       ------------
------------------------------------------------------------------------------------ -------------------- ------------------
                                                                                             30,032,308           5,254,902
                                                                                             -----------          ---------
------------------------------------------------------------------------------------ -------------------- ------------------
                                                                                             136,565,253        102,903,830
------------------------------------------------------------------------------------ -------------------- ------------------
                                      F-1
<PAGE>
                                           LEISUREPLANET HOLDINGS, LTD.

                     CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)
                                      FOR THE THREE MONTHS ENDED DECEMBER 31,

------------------------------------------------------------------------------------- --------------- ----------------
                                                                                                1999             1998
                                                                                            RESTATED         RESTATED
                                                                                                   $                $
------------------------------------------------------------------------------------- --------------- ----------------
Revenues                                                                                  30,055,350       26,054,480
                                                                                          ----------       ----------
------------------------------------------------------------------------------------- --------------- ----------------
Operating expenses
     Cost of sales                                                                        19,587,667       15,609,329
     Selling, general and administrative costs                                             9,834,735        8,017,917
     Loss on sale of investment in First SA Lifestyle Holdings Limited                             -        1,094,190
     Amortization of intangibles                                                             435,020           281580
     Depreciation                                                                          1,061,980          894,642
                                                                                          ----------       ----------
                                                                                          30,919,402       25,897,658
------------------------------------------------------------------------------------- --------------- ----------------
Operating (loss)/income                                                                    (864,052)          156,822
------------------------------------------------------------------------------------- --------------- ----------------
Other income                                                                                 558,460           75,123
Interest (expense)/income                                                                  (298,104)          175,254
                                                                                           ---------          -------
------------------------------------------------------------------------------------- --------------- ----------------
Income from consolidated companies before income taxes and minority interests              (603,696)          407,199
Provision for taxes on income                                                            (1,454,964)        (859,032)
                                                                                         -----------        ---------
------------------------------------------------------------------------------------- --------------- ----------------
Income/(loss)from continuing operations before minority interests                        (2,058,660)        (451,833)
Minority interest in consolidated subsidiary companies                                      (52,266)      (1,102,264)
                                                                                           ---------      -----------
------------------------------------------------------------------------------------- --------------- ----------------
Income from continuing operations                                                        (2,110,926)      (1,554,097)
Income from discontinued operations                                                                -          578,723
                                                                                           ---------       ----------
------------------------------------------------------------------------------------- --------------- ----------------
Net Income/(loss)                                                                        (2,110,926)        (975,374)
Other comprehensive (loss)/income:
     Foreign currency translation adjustments                                            (1,688,732)          182,971
                                                                                         -----------  -       -------
------------------------------------------------------------------------------------- --------------- ----------------
Comprehensive income/(loss)                                                                2,853,445        (792,403)
                                                                                           ---------        ---------
------------------------------------------------------------------------------------- --------------- ----------------
Basic loss per share from continuing operations                                               ($0,30)         ($0,25)
Basic earnings per share from discontinued operations                                              -           $0,09
                                                                                               -----            -----
------------------------------------------------------------------------------------- --------------- ----------------
Total basic loss per share                                                                    ($0,30)         ($0,16)
                                                                                               -----          -------
------------------------------------------------------------------------------------- --------------- ----------------
Diluted loss per share from continuing operations                                             ($0,30)         ($0,25)
Diluted earnings per share from discontinued operations                                            -           $0,09
                                                                                               -----            -----
------------------------------------------------------------------------------------- --------------- ----------------
Total diluted loss per share                                                                  ($0,30)         ($0,16)
                                                                                               -----          -------
------------------------------------------------------------------------------------- --------------- ----------------

*    Additional shares were not considered in the prior year as the result would be anti-dilutive

                                      F-2
<PAGE>
                                          LEISUREPLANET HOLDINGS, LTD.

                     CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)
                                       FOR THE SIX MONTHS ENDED DECEMBER 31,

-------------------------------------------------------------------------------------- -------------- ---------------
                                                                                                1999            1998
                                                                                            RESTATED        RESTATED
                                                                                                   $               $
-------------------------------------------------------------------------------------- -------------- ---------------
Revenues                                                                                  52,777,288     45,311,600
                                                                                          ----------     ----------
-------------------------------------------------------------------------------------- -------------- ---------------
Operating expenses
     Cost of sales                                                                        34,755,179     27,541,911
     Selling, general and administrative costs                                            17,703,784     13,529,643
     Loss on sale of investment in First SA Lifestyle Holdings Limited                          -         1,094,190
        Amortization of intangibles                                                          919,381        563,160
     Depreciation                                                                          1,950,272      1,338,414
                                                                                          ----------      ---------
                                                                                          55,328,616     44,067,318
-------------------------------------------------------------------------------------- -------------- ---------------
Operating (loss)/income                                                                  (2,551,328)      1,244,282
-------------------------------------------------------------------------------------- -------------- ---------------
Other income                                                                                 767,941        139,906
Interest (expense)/income                                                                  (508,865)        318,829
                                                                                           ---------        -------
-------------------------------------------------------------------------------------- -------------- ---------------
(Loss)/income from consolidated companies before income taxes and minority interests     (2,292,252)      1,703,017
Provision for taxes on income                                                            (2,116,378)     (1,353,428)
                                                                                         -----------    -----------
-------------------------------------------------------------------------------------- -------------- ---------------
Loss from continuing operations before minority interests                                (4,408,630)       349,589
Minority interest in consolidated subsidiary companies                                     (630,117)    (1,513,675)
                                                                                           ---------    -----------
-------------------------------------------------------------------------------------- -------------- ---------------
Loss from continuing operations                                                           (5,038,747)   (1,164,086)
Loss from discontinued operations                                                                  -      (927,427)
                                                                                           ---------      ---------
-------------------------------------------------------------------------------------- -------------- ---------------
Net loss                                                                                 (5,038,747)   (2,091,513)
Other comprehensive (loss)/income:
     Foreign currency translation adjustments                                            (1,170,191)      1,142,214
                                                                                         -----------      ---------
-------------------------------------------------------------------------------------- -------------- ---------------
Comprehensive loss                                                                        (6,208,938)      (953,299)
                                                                                             -------      ----------
-------------------------------------------------------------------------------------- -------------- ---------------
Basic earnings loss per share from continuing operations                                      ($0,74)       ($0.17)
Basic loss per share from discontinued operations                                                  -        ($0.13)
                                                                                               -----        -------
-------------------------------------------------------------------------------------- -------------- ---------------
Total basic loss per share                                                                    ($0,74)       ($0.30)
                                                                                               -----        -------
-------------------------------------------------------------------------------------- -------------- ---------------
Diluted loss per share from continuing operations                                             ($0,74)       ($0.17)
Diluted loss per share from discontinued operations                                                -        ($0.13)
                                                                                               -----        -------
-------------------------------------------------------------------------------------- -------------- ---------------
Total diluted loss per share                                                                   ($0,74)       ($0.30)
                                                                                               -----        -------
-------------------------------------------------------------------------------------- -------------- ---------------

*    Additional shares were not considered as the result would be anti-dilutive

                                      F-3
<PAGE>
                          LEISUREPLANET HOLDINGS, LTD.

         CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED

---------------------------------------------------------------------------------------- ------------------ ------------------
                                                                                              DECEMBER 31,       DECEMBER 31,
                                                                                                      1999               1998
                                                                                                  RESTATED           RESTATED
                                                                                                         $                  $
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash flows from operating activities:
        Net Income/(loss)                                                                       (5,038,747)        (2,091,513)
        Loss from discontinued operations                                                                -            927,427
                                                                                                 ---------        -----------
        Loss from continuing operations                                                         (5,038,747)        (1,164,086)
        Adjustments to reconcile loss to net cash (utilized)/generated by
operating activities:
               Depreciation and amortization                                                     2,869,653          1,901,574
               Deferred income taxes                                                               753,358            162,897
               Net loss on sale of assets                                                           68,729                  -
               Net gain on sale of subsidiary                                                            -           (384,919)
               Net loss on debenture redemption                                                          -            282,359
               Net loss/(gain) on transactions with minorities                                (4,560,698)             247,365
               Effect of changes in current assets and current   liabilities                   (6,921,414)         (5,660,833)
               Non cash value of warrants issued                                                1,978,379                   -
               Minority interest in consolidated subsidiary companies                             630,117           1,513,675
               Creation of debenture redemption reserve fund                                      562,500             281,250
                                                                                                   -------            -------
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash (utilized)/generated by continuing operating activities                               (9,658,123)        (2,820,718)
Net cash utilized by discontinued operations                                                             -          (927,427)
                                                                                                ----------          ---------
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash utilized by operating activities                                                      (9,658,123)        (3,748,145)
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash flows from investing activities:
        Proceeds on minority shares issued in LPI Limited                                       20,844,442                  -
        Proceeds on minority shares issued in First Lifestyle Holdings Limited                      16,645                  -
        Proceeds on First Lifestyle Holdings shares sold                                           437,773          4,559,222
        Additional intangibles acquired                                                          (493,073)                  -
        Additions to property, plant and equipment                                             (4,004,673)        (1,818,244)
        Proceeds on disposal of property, plant and equipment                                        9,065            767,629
        Additional purchase price payments                                                               -        (2,085,313)
        Other assets acquired                                                                            -           (89,019)
        Proceeds on disposal of subsidiary (Net of cash of $10,562)                                      -             48,262
                                                                                                  --------         ----------
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash realized by/(used in) investing activities                                             16,810,179          1,382,537
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash flows from financing activities:
        Net borrowings in bank overdrafts                                                       1,665,575           2,004,268
        (Repayments)/borrowings in long term debt                                                 (36,915)          1,493,164
        Redemption of debentures                                                                         -        (2,733,910)
        Repayments of short term debt                                                          (1,945,223)        (1,158,727)
        Proceeds/(redemption)on stock issues                                                   20,576,253         (2,088,674)
                                                                                                ----------        -----------
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash provided in financing activities                                                       20,259,690        (2,438,879)
---------------------------------------------------------------------------------------- ------------------ ------------------
Effect of exchange rate changes on cash                                                          (176,612)          1,548,700
                                                                                                 ---------          ---------
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash generated/(utilized) by operations                                                         27,235,134        (3,255,787)
Cash on hand at beginning of period                                                             20,813,301         17,948,991
                                                                                                ----------         ----------
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash on hand at end of period                                                                   48,048,435         14,693,204
                                                                                                ==========         ==========
---------------------------------------------------------------------------------------- ------------------ ------------------
</TABLE>
                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                          LEISUREPLANET HOLDINGS, LTD.

          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' INVESTMENT
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                              OTHER
                                 LEISUREPLANET LEISUREPLANET FIRST SOUTH                              COMPREHENSIVE
                                     HOLDINGS,     HOLDINGS,     AFRICAN                              (LOSS)/INCOME
                                          LTD.          LTD.    HOLDINGS                                   (FOREIGN
                                       A CLASS       B CLASS     B CLASS   CAPITAL IN                      CURRENCY
                                        COMMON        COMMON      COMMON    EXCESS OF      RETAINED     TRANSLATION      TOTAL
                                         STOCK         STOCK       STOCK          PAR (LOSS)/EARNING   ADJUSTMENTS)
                                    ---------$    ---------$   --------$  ----------$  -----------$     ----------$          $
-------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>            <C>           <C>   <C>          <C>            <C>           <C>
Balance at June 30, 1999                53,832         9,466         580   22,971,261   (3,084,700)    (14,695,537)  5,254,902
-------------------------------------------------------------------------------------------------------------------------------
Options exercised                          800             -           -      159,200             -               -    160,000
-------------------------------------------------------------------------------------------------------------------------------
Debentures converted                       165             -           -       98,835             -               -     99,000
-------------------------------------------------------------------------------------------------------------------------------
Share issue expenses written                 -             -           -     (25,092)             -               -   (25,092)
off
-------------------------------------------------------------------------------------------------------------------------------
Issuance of warrants                         -             -           -     479,205              -               -    479,205
-------------------------------------------------------------------------------------------------------------------------------
Net loss                                     -             -           -            -   (2,927,820)               - (2,927,820)
-------------------------------------------------------------------------------------------------------------------------------
Translation difference                       -             -           -            -             -         518,541    518,541
                                         -----         -----       -----        -----         -----         ------- ----------
-------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1999           54,797         9,466         580   23,683,409   (6,012,520)    (14,176,996)  3,558,736
-------------------------------------------------------------------------------------------------------------------------------
Options exercised                          255             -           -      120,870             -               -    121,125
-------------------------------------------------------------------------------------------------------------------------------
Debentures converted                     3,585             -           -    2,147,409             -               -  2,150,994
-------------------------------------------------------------------------------------------------------------------------------
A warrants exercised                       724             -           -      476,626             -               -    477,350
-------------------------------------------------------------------------------------------------------------------------------
Escrow shares issued                     5,905             -           -       (5,905             -               -          -
-------------------------------------------------------------------------------------------------------------------------------
New shares issued                       13,793             -           -   19,986,207             -               - 20,000,000
-------------------------------------------------------------------------------------------------------------------------------
FSAH B class shares issued                   -             -          19      567,842             -                    567,861
-------------------------------------------------------------------------------------------------------------------------------
Share issue expenses incurred                -             -           -    (896,382)             -               -  (896,382)
-------------------------------------------------------------------------------------------------------------------------------
Issuance of warrants                         -             -           -   1,499,174              -               -  1,499,174
-------------------------------------------------------------------------------------------------------------------------------
Gain on dilution of investment               -             -           -   6,308,856              -               -  6,308,856
in subsidiary Company
-------------------------------------------------------------------------------------------------------------------------------
Net loss                                     -             -           -            -    (2,110,927)              - (2,110,927)
-------------------------------------------------------------------------------------------------------------------------------
Dividends reversed                           -             -           -            -        44,250               -     44,250
-------------------------------------------------------------------------------------------------------------------------------
Translation difference                     -               -           -            -             -     (1,688,729) (1,688,729)
                                      ------          ------      ------        -----         -----     -----------  ---------
-------------------------------------------------------------------------------------------------------------------------------
                                        79,059         9,466         599   53,888,106   (8,079,197)    (15,865,725) 30,032,308
                                        ======         =====         ===   ==========   ===========    ============ ==========
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-5
<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998


1.   ORGANISATION AND PRINCIPAL ACTIVITIES OF THE GROUP

     Leisure Planet Holdings Limited (formerly First South Africa Corp., Ltd.),
     (the Company) was founded on September 6, 1995. The purpose of the Company
     is to acquire and operate South African companies.

     The principal activities of the group include the following:

     LIFESTYLE PRODUCTS

     The  manufacture,  sale and distribution of lifestyle  enhancing  products,
     which includes both  consumable  food products and semi durable outdoor and
     indoor products.

     INTERNET RELATED ACTIVITIES

     The  maintenance  and provision of an Internet  travel  service to Internet
     subscribers,  providing the convenience of one stop travel planning with on
     line booking and flexibility.


3.   SUMMARY OF ACCOUNTING POLICIES

     The consolidated financial statements have been prepared in accordance with
     US generally accepted  accounting  principles and incorporate the following
     significant accounting policies:

     CONSOLIDATION
     Leisure  Planet   Holdings   Limited,   consolidates   its  majority  owned
     subsidiaries. The consolidated financial statements include the accounts of
     the Company and its subsidiaries.  Minority  interests have been taken into
     account when  determining  the net income due to the Company.  Intercompany
     transactions have been eliminated on consolidation.

     ACCOUNTING ESTIMATES
     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 at the date of
     the  financial  statements,  disclosure of  contingent  liabilities  at the
     financial  statement  date and  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     (LOSS)/EARNINGS PER SHARE
     (Loss)/earnings  per share on common  shares is based on net  (loss)/income
     and reflects dilutive effects of any stock options and warrants which exist
     at year end.

     INTANGIBLE ASSETS
     Goodwill, recipes and other intellectual property, and trademarks are being
     amortized  on a straight  line basis over a period of twenty to twenty five
     years. If facts and circumstances were to indicate that the carrying amount
     of  goodwill,  recipes and other  intellectual  property is  impaired,  the
     carrying amount would be reduced to an amount  representing  the discounted
     future cash flows to be generated by the operation.

     Also included in intangible assets are non competition agreements which are
     being  amortized  on a  straight  line  basis over the six year term of the
     agreements.

     The company has adopted Statement of Financial Accounting Standards No. 121
     (ASFAS 121@)  Accounting  for the  impairment of long-lived  Assets and for
     long-lived  Assets to be Disposed Of. No impairments  in long-lived  assets
     has taken place.

                                      F-6
<PAGE>


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998

3.   SUMMARY OF ACCOUNTING POLICIES
     (continued)

     Foreign  currency  translation  The  functional  currency of the underlying
     companies  in the  Lifestyle  enhancing  segment  is that of South  African
     Rands.  Accordingly,  the  following  rates of exchange  have been used for
     translation purposes:

     Assets and  liabilities are translated into United States Dollars using the
     exchange rates at the balance sheet date.

     Common stock and capital in excess of par are translated into United States
     Dollars using historical rates at date of issuance.

     Revenue,  expenses,  gains and losses are  translated  into  United  States
     Dollars using the weighted average exchange rates for each year.

     The  resultant  translation  adjustments  are reported in the  component of
     stockholders'  investment  designated  as a  Foreign  currency  translation
     adjustments.

     Foreign assets and liabilities  Transactions in foreign currencies arise as
     a result of inventory  purchases  from foreign  countries and  intercompany
     funding  transactions  between the subsidiaries and Leisure Planet Holdings
     Limited.  Transactions in foreign currencies are accounted for at the rates
     ruling on transaction  dates.  Exchange gains and losses are charged to the
     income  statement  during the period in which  they are  incurred.  Foreign
     assets and  liabilities  of the group which are not  denominated  in United
     States  Dollars are converted  into United  States  Dollars at the exchange
     rates  ruling at the  financial  year end or at the rates of forward  cover
     purchased.  Forward  cover is purchased  to cover the currency  exposure on
     foreign liabilities.

     INVENTORIES
     Inventories are valued at the lower of cost and net realizable value, using
     both the first-in, first-out and the weighted average methods. The value of
     work-in-progress  and finished  goods  includes an  appropriate  portion of
     manufacturing overheads. A valuation reserve has been established to reduce
     the values of certain identified inventories  (determined to be obsolete or
     otherwise  impaired) to their  estimated net  realizable  values (market or
     selling price less costs to dispose).

     PROPERTY, PLANT AND EQUIPMENT
     Land is stated at cost and is not depreciated. Buildings are depreciated on
     the straight line basis over estimated useful lives of 20 years.

     Plant  and  equipment,  and  motor  vehicles  are  written  off over  their
     estimated useful lives of 5 to 10 years.

     INCOME TAXES
     Income tax  expense is based on  reported  earnings  before  income  taxes.
     Deferred income taxes represent the impact of temporary differences between
     the amounts of assets and  liabilities  recognized for financial  reporting
     purposes and such amounts  recognized for tax purposes.  Deferred taxes are
     measured by applying currently enacted tax laws.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     As at December 1999, the carrying  value of accounts  receivable,  accounts
     payable and investments approximate their fair value. The carrying value of
     long term debt approximates fair value, as the debt, other than convertible
     debentures,  interest  rates  are  keyed to the  prime  lending  rate.  The
     convertible debentures are believed to approximate fair market.

     REVENUES
     Revenues  comprise  net  invoiced  sales  of  shipped  Lifestyle  enhancing
     products and Internet travel related commissions. Combined revenues exclude
     sales to group companies.

     Revenues  are  stated net of  allowances  granted  to  customers  and trade
     discounts. Returns of defective product are offset against revenues.

                                      F-7
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998


3.   SUMMARY OF ACCOUNTING POLICIES
     (continued)

     GAIN ON DISPOSAL OF SUBSIDIARY STOCK
     Subsidiary  stock  disposed of during the period is recognized as a gain in
     the  statement of income and is  separately  disclosed  as a non  operating
     gain.

     CASH FLOWS
     For the purposes of the  statements  of cash flows,  cash  includes cash on
     hand and deposits held on notice.

     RECLASSIFICATION
     Certain items in the prior year financial statements have been reclassified
     to conform with the current period presentation.

     RECENTLY ISSUED ACCOUNTING STANDARDS
     In June 1998,  the FASB adopted  SFAS No. 133,  Accounting  for  Derivative
     Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
     reporting standards requiring that every derivative  instrument  (including
     certain derivative  instruments embedded in other contracts) be recorded in
     the  balance  sheet as either an asset or  liability  measured  at its fair
     value  and  that  changes  in the  derivatives  fair  value  be  recognized
     currently in earnings  unless specific hedge  accounting  criteria are met.
     Special  accounting  for  qualifying  hedges allows  derivatives  gains and
     losses to offset related results on the hedged item in the income statement
     and requires that the company must formally document,  designate and assess
     the effectiveness of transactions  that receive hedge accounting.  SFAS No.
     133 is  effective  for fiscal  years  beginning  after June 15,  2000.  The
     Company believes that the future adoption of this statement will not have a
     significant  impact on the results of operations  or financial  position of
     the Company.

4.   INVENTORIES

     Inventories consist of the following:
<TABLE>
<CAPTION>
       ------------------------------------------------------------- ---------------------- ---------------
                                                                              DECEMBER 31,        JUNE 30,
                                                                                      1999            1999
                                                                                         $               $
       ------------------------------------------------------------- ---------------------- ---------------
<S>                                                                              <C>             <C>
       Finished goods                                                            4,058,332       4,655,361
       Work in progress                                                            569,319         587,544
       Raw materials and ingredients                                             3,883,385       2,983,298
       Supplies                                                                  1,365,844       1,066,595
                                                                                 ---------       ---------
       ------------------------------------------------------------- ---------------------- ---------------
       Inventories (Gross)                                                       9,876,880       9,292,798
              Less: Valuation allowances                                          (125,223)       (140,223)
                                                                                 ---------       ---------
       ------------------------------------------------------------- ---------------------- ---------------
       Inventories (Net)                                                         9,751,657       9,152,575
                                                                                 =========       =========
       ------------------------------------------------------------- ---------------------- ---------------
</TABLE>
5.   DISCONTINUED OPERATIONS

     During the previous fiscal year the Company  discontinued its operations in
     the Industrial  manufacturing  and Packaging  business segments in order to
     concentrate  all of  its  efforts  on  its  core  operations  of  Lifestyle
     enhancing products and Internet travel related businesses.

                                      F-8
<PAGE>

6.   EARNINGS/(LOSS) PER SHARE

     Earnings/(loss) per share data is calculated as follows:
<TABLE>
<CAPTION>
     ----------------------------------------------------------- ----------------- ------------- ---------------
     BASIC LOSS PER SHARE FOR THE THREE MONTHS ENDED
     DECEMBER 31, 1999
     Net loss available to common stockholders                                                        2,110,926
                                                                                                      ---------
     ----------------------------------------------------------- ----------------- ------------- ---------------
                                                                           SHARES   FRACTION OF        WEIGHTED
     DATES OUTSTANDING                                                OUTSTANDING        PERIOD  AVERAGE SHARES
     ----------------------------------------------------------- ----------------- ------------- ---------------
<S>          <C>                                                        <C>                <C>        <C>
     October 1, 1999                                                    6,426,231          1.00       6,426,231
     October 1, 1999 to December 31, 1999
              New shares issued during the quarter                      1,379,310          0.04          59,970
              Options converted to shares during the quarter               25,500          0.04           1,109
              Escrow shares issued during the quarter                     590,596          1.00         590,596
              A Warrants exercised during the quarter                      72,400          0.16          11,819
              Debentures converted into shares during the                 358,499          0.18          63,460
                                                                          -------          ----          ------
     quarter
     ----------------------------------------------------------- ----------------- ------------- ---------------
     WEIGHTED AVERAGE SHARES                                            8,852,536                     7,153,185
                                                                        =========                     =========
     ----------------------------------------------------------- ----------------- ------------- ---------------

     ----------------------------------------------------------- ----------------- ------------- ---------------
     BASIC LOSS PER SHARE FOR THE SIX MONTHS ENDED
     DECEMBER 31, 1999
     Net loss available to common stockholders                                                       (5,038,747)
                                                                                                      ---------
     ----------------------------------------------------------- ----------------- ------------- ---------------
                                                                           SHARES   FRACTION OF        WEIGHTED
     DATES OUTSTANDING                                                OUTSTANDING        PERIOD  AVERAGE SHARES
     ----------------------------------------------------------- ----------------- ------------- ---------------
     July 1, 1999                                                       6,329,731          1.00       6,329,731
     July 1, 1999 to December 31, 1999
              New shares issued during the year                         1,379,310          0.02          29,985
              Options converted to shares during the year                 105,500          0.57          60,554
              Escrow shares issued during the year                        590,596          0.51         298,508
              A Warrants exercised during the year                         72,400          0.08           5,911
              Debentures converted into shares during the year            374,999          0.12          44,463
                                                                          -------          ----          ------
     ----------------------------------------------------------- ----------------- ------------- ---------------
     WEIGHTED AVERAGE SHARES                                            8,852,536                     6,769,152
                                                                        =========                     =========
     ----------------------------------------------------------- ----------------- ------------- ---------------

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

     BASIC LOSS PER SHARE FOR THE THREE MONTHS ENDED DECEMBER
     31, 1998

     Net loss available to common stockholders from continuing
     operations                                                                                     (1,554,097)
     Net income available to common stockholders from
     discontinued operations                                                                            578,723
                                                                                                        -------
     Total net loss                                                                                   (975,374)
                                                                                                      ---------
     ----------------------------------------------------------- ----------------- ------------- ---------------

                                                                           SHARES   FRACTION OF        WEIGHTED
     DATES OUTSTANDING                                                OUTSTANDING        PERIOD  AVERAGE SHARES
     ----------------------------------------------------------- ----------------- ------------- ---------------

     October 1, 1998                                                    7,837,708          1.00       7,837,708
     October 1, 1998 to September 30, 1998
              Redemption of escrow shares                             (1,583,059)          1.00     (1,583,059)
                                                                      -----------                   -----------
     ----------------------------------------------------------- ----------------- ------------- ---------------
     WEIGHTED AVERAGE SHARES                                            6,254,649                     6,254,649
                                                                        =========                     =========
     ----------------------------------------------------------- ----------------- ------------- ---------------

                                      F-9
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998


6.   EARNINGS/(LOSS) PER SHARE (CONTINUED)

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

     BASIC LOSS PER SHARE FOR THE SIX MONTHS ENDED DECEMBER
     31, 1998

     Net loss available to common stockholders from continuing
     operations                                                                                     (1,164,086)
     Net loss available to common stockholders from
     discontinued operations                                                                          (927,427)
                                                                                                      ---------
     Total net loss                                                                                 (2,095,513)
                                                                                                    -----------
     ----------------------------------------------------------- ----------------- ------------- ---------------

                                                                           SHARES   FRACTION OF        WEIGHTED
     DATES OUTSTANDING                                                OUTSTANDING        PERIOD  AVERAGE SHARES
     ----------------------------------------------------------- ----------------- ------------- ---------------

     July 1, 1998                                                       7,472,324          1.00       7,472,324
     July 1, 1998 to December 31, 1998
              Additional purchase price payments                          242,684          0.51         122,661
              Debentures converted into shares during the                 122,700          0.95         116,032
     year                                                             (1,583,059)          0.51       (800,134)
                                                                      -----------                     ---------
              Redemption of escrow shares during the quarter
     ----------------------------------------------------------- ----------------- ------------- ---------------
     WEIGHTED AVERAGE SHARES                                            7,072,892                     6,910,883
                                                                        =========                     =========
     ----------------------------------------------------------- ----------------- ------------- ---------------

     ----------------------------------------------------------- ----------------- ------------- ---------------
     DILUTED LOSS PER SHARE FOR THE THREE MONTHS ENDED
     DECEMBER 31, 1999

     Net loss available to common stockholders                                                       (2,110,926)
     Add impact of assumed conversions                                                                  605,510
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED NET LOSS                                                                               (1,505,416)
     ----------------------------------------------------------- ----------------------- ------- ---------------
     Weighted average shares                                                                          7,153,185
     Warrants and options not yet exercised                                                           1,137,823
     9% convertible debentures                                                                          669,206
     Increasing rate debentures                                                                       1,578,947
                                                                                                      ---------
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED WEIGHTED AVERAGE SHARES                                                                10,539,161
     ----------------------------------------------------------- ----------------------- ------- ---------------

     ----------------------------------------------------------- ----------------------- ------- ---------------
     DILUTED LOSS PER SHARE FOR THE SIX MONTHS ENDED
     DECEMBER 31, 1999

     Net loss available to common stockholders                                                       (5,038,747)
     Add impact of assumed conversions                                                                1,226,569
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED NET LOSS                                                                               (3,812,178)
     ----------------------------------------------------------- ----------------------- ------- ---------------
     Weighted average shares                                                                          6,769,152
     Warrants and options not yet exercised                                                             835,198
     9% convertible debentures                                                                          705,062
     Increasing rate debentures                                                                       1,578,947
                                                                                                      ---------
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED WEIGHTED AVERAGE SHARES                                                                 9,888,359
     ----------------------------------------------------------- ----------------------- ------- ---------------

                                      F-10
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998

6.   EARNINGS/(LOSS) PER SHARE (CONTINUED)

     ----------------------------------------------------------- ----------------------- ------- ---------------
     DILUTED LOSS PER SHARE FOR THE THREE MONTHS ENDED
     DECEMBER 31, 1998

     Net loss available to common stockholders from continuing
     operations                                                                                     (1,554,097)
     Add impact of assumed conversions                                                                  643,100
                                                                                                      (910,997)
     Net income available to common stockholders from
     discontinued operations                                                                            578,723
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED NET LOSS                                                                                (332,274)
     ----------------------------------------------------------- ----------------------- ------- ---------------
     Weighted average shares                                                                          6,254,649
     9% convertible debentures                                                                          947,166
     Increasing rate debentures                                                                       1,578,947
                                                                                                      ---------
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED WEIGHTED AVERAGE SHARES                                                                 8,780,762
     ----------------------------------------------------------- ----------------------- ------- ---------------

     ----------------------------------------------------------- ----------------------- ------- ---------------
     DILUTED LOSS PER SHARE FOR THE SIX MONTHS ENDED
     DECEMBER 31, 1998

     Net loss available to common stockholders from continuing
     operations                                                                                     (1,164,086)
     Add impact of assumed conversions                                                                  979,963
                                                                                                      (184,123)
     Net loss available to common stockholders from
     discontinued operations                                                                          (927,427)
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED NET LOSS                                                                              (1,111,550)
     ----------------------------------------------------------- ----------------------- ------- ---------------
     Weighted average shares                                                                          6,910,883
     9% convertible debentures                                                                        1,001,559
     Increasing rate debentures                                                                       1,578,947
                                                                                                      ---------
     ----------------------------------------------------------- ----------------------- ------- ---------------
     ADJUSTED WEIGHTED AVERAGE SHARES                                                                 9,491,389
     ----------------------------------------------------------- ----------------------- ------- ---------------
</TABLE>

     The adjusted  weighted  average  number of shares and the adjusted net loss
     available  to common  stockholders  has not been taken into  account as the
     result achieved is anti-dilutive.

7.   SUBSEQUENT EVENTS

     CNN Agreement
     Prior to December  31,  1999,  Leisureplanet  Investments  entered  into an
     agreement with CNN whereby CNN and  Leisureplanet  Investments will provide
     co-branded  Leisureplanet travel services and content on CNN properties and
     web  sites.  This  will  result in CNN  providing  valuable  marketing  and
     promotional  exposure for  Leisureplanet who will in exchange issue a total
     of $20  Million  of  preferred  stock  at $20 per  share  in  Leisureplanet
     Investments to CNN. This preferred stock may be converted into common stock
     at the option of the holder in three equal  instalments of $6,66 Million at
     a  maximum  price of $10.80  per  share.  These  equal  instalments  may be
     exercised as follows:
     o  Immediately  upon  closing or  thereafter,  o  September  30,  2000,  or
     thereafter o September 30, 2001, or thereafter

     Should  CNN  fulfill  its  commitments  under  the  agreement  prior to the
     conversion  options listed above, the conversion option will be accelerated
     to the date that the promotional commitment is fulfilled.

     In  addition  Leisurplanet  Investment  undertakes  to spend a total of $30
     Million on advertising with CNN equally over a three-year period.

                                      F-11
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998

7.   SUBSEQUENT EVENTS (continued)

     Debenture conversions
     Subsequent  to December  31,  1999 an  additional  $0,38  Million of the 9%
     Debentures  and  $3,00  Million  of the  increasing  rate  debentures  were
     converted to common stock.

     Warrants and options exercised
     Subsequent  to December  31,  1999  option  over 74,500  shares and 8,400 A
     warrants were exercised.

                                      F-12
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

BACKGROUND AND HISTORY

Leisure Planet  Holdings  Limited,  was  incorporated in September 1995 with the
intention  to actively  pursue  acquisitions  fitting a pre  defined  investment
strategy. The broad strategy followed in all investment decisions is as follows:

Revenue is to be within the range of $5Million - $50 Million.

Net income must yield a sustainable above average return on investment.

Growth in revenue must be above  average  growth  rates and must be  sustainable
over the medium term.

The  industry in which the target  operates  must meet the pre defined  industry
sectors  identified  by  management  as  sectors  meeting  our broad  investment
strategy.

Leisure Planet  Holdings  Limited holds,  through its South African  subsidiary,
First South African  Holdings  (Pty) Ltd, nine South African  subsidiaries  that
have met the acquisition  criteria  identified  above. In addition,  the Company
acquired an 81% stake in Leisure  Planet PLC, an  Internet  travel  company,  on
January 1,  1999.  Our  subsidiaries  are  listed  below and are  engaged in the
following industry segments:

      INTERNET AND E COMMERCE RELATED BUSINESSES

      Leisure Planet PLC

      LIFESTYLE PRODUCTS

      Food division
      Piemans Pantry
      Astoria Bakery
      Seemann's Quality Meat Products
      Gull Foods
      Fifers Bakery
      Cocam Foods

      Leisure division
      SA Leisure
      Galactex Outdoor
      Republic Umbrella
      Tradewinds

                                      -4-
<PAGE>


SOUTH AFRICAN OPERATIONS

As the company's results are reported in US Dollars,  but revenues are primarily
generated  in South  African  Rand,  the South  African  inflation  rate and the
depreciation  of the South  African Rand against the US Dollar are  important to
the understanding of the company's results.

In broad  terms,  if the  deterioration  of the Rand is in  excess  of the South
African  inflation  rate,  then the company would need to generate South African
revenue in excess of the South  African  inflation  rate to  maintain  US Dollar
parity.

The average rate for the South African Rand against the US Dollar for the period
presented in this report is as follows:

<TABLE>
<CAPTION>


------------------------------------------------------------- --------------------- ---------------------
                                                                THREE MONTHS ENDED    THREE MONTHS ENDED
                                                                      DECEMBER 31,          DECEMBER 31,
                                                                              1999                  1998
------------------------------------------------------------- --------------------- ---------------------
<S>                                                                           <C>                   <C>
Rate of exchange vs $1                                                        6,16                  5,80
------------------------------------------------------------- --------------------- ---------------------
Depreciation                                                                 6,21%
------------------------------------------------------------- --------------------- ---------------------


------------------------------------------------------------- --------------------- ---------------------
                                                                        SIX MONTHS            SIX MONTHS
                                                                             ENDED                 ENDED
                                                                 DECEMBER 31, 1999          DECEMBER 31,
                                                                                                    1998
------------------------------------------------------------- --------------------- ---------------------
Rate of exchange vs $1                                                        6,12                  5,97
------------------------------------------------------------- --------------------- ---------------------
Depreciation                                                                 2,51%
------------------------------------------------------------- --------------------- ---------------------

</TABLE>

The annual rate of  inflation  in South  Africa for the year ended  December 31,
1999 was approximately 1,9%

The result  reflected below is therefore  greater than inflation  adjusted South
African Rand for both revenue and earnings growth.


RESULTS OF OPERATIONS


Three months ended  December 31, 1999 as compared to three months ended December
31, 1998


REVENUES

Revenues  for the three  months  ended  December  31, 1999  increased  by $4,001
Million or 15,3% to $30,055 Million as compared to $26,054 Million for the three
months ended December 31, 1998.

This revenue is primarily derived from the Lifestyle  enhancing business segment
which has improved revenue 20,5% in South African Rand terms after factoring out
the effects of the  improvement  in the currency over the  respective  quarters,
which is significantly better than inflation.

This growth in revenue can be attributed to increased  market share in the South
African  market as well as a  significant  improvement  in exports  to  European
destinations.


COST OF GOODS SOLD

Cost of goods sold has  increased as a percentage of revenues from 60% to 65,2%.
This  reflects a slight  improvement  over the fiscal  year ended  result of 69%
Generally,  two  operations  in the  Lifestyle  enhancing  business  sector have
experienced difficulties during the current fiscal year, which resulted in lower
than  anticipated  margins being achieved.  Corrective  action is being taken to
address the margin deficiencies.


                                      -5-
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses for the three months ended December
31, 1999  increased  by $1,817  Million or 23% to $9,835  Million as compared to
$8,018 Million for the three months ended December 31, 1998. This increase takes
into account the operating  expenses of our Internet  travel related  subsidiary
that was acquired on January 1, 1999.


LOSS ON SALE OF INVESTMENT IN FIRST SA LIFESTYLE HOLDINGS LIMITED

Loss  realized  on the  disposal of the Leisure  related  companies  to the food
related  companies in October 1998.  This merger of the two operations has given
rise to First  Lifestyle  Holdings  Limited,  the lifestyle  enhancing  company,
mentioned previously.

AMORTIZATION OF INTANGIBLES

Amortization  of  intangibles  increased from $0,28 Million for the three months
ended December 31, 1998 to $0,43 Million for the three months ended December 31,
1999.  This increase is primarily due to the additional  purchase price payments
made at the end of fiscal 1999 incurred  under the various  purchase  agreements
being  allocated  to  intangibles  in terms  of the  valuation  placed  on those
intangibles at the acquisition dates of the various subsidiaries.


DEPRECIATION

Depreciation  increased  from $0,89 Million for the three months ended  December
31, 1998 to $1,062  Million for the three months ended  December 31, 1999.  This
increase is due to the amortisation of computer equipment in the Internet travel
related  business  acquired in January 1999 and  additional  plant and machinery
acquired in the Lifestyle sector to grow the sector organically.


OTHER INCOME

Other  income  consists  of income,  which is not  related  to normal  operating
activities and includes gains made on foreign currency transactions.

INTEREST EXPENSE/(INCOME)

Interest  expense of $0,3 Million for the three  months ended  December 31, 1999
has decreased by $0,47 Million from an interest  income of $0,17 Million for the
three  months  ended  December 31,  1998.  This  decrease is primarily  due to a
reduction  in the  interest  rats earned on cash  balances  coupled with average
lower cash balances than in the prior year. The majority of the additional funds
reflected in the group were received in the latter half of December 1999.

PROVISION FOR TAXES ON INCOME

Our income tax provision increased from $0,86 Million for the three months ended
December 31, 1998 to $1,45 Million for the three months ended December 31, 1999.
This increase is after accounting for the decrease in the South African tax rate
from 35% to 30% during 1999. The taxation charge  represents the taxation charge
incurred  by the  Lifestyle  enhancing  business  segment,  which has  reflected
increased taxable income over the comparative period in the prior quarter.

The losses  incurred in the internet  travel related  business and the corporate
head  office  may not be offset  against  the  taxable  income of the  Lifestyle
enhancing business segment, in terms of South African tax legislation.


LOSS FROM DISCONTINUED OPERATIONS

The loss  resulted  from  the  discontinuance  of our  industrial  products  and
packaging business segments. We decided to discontinue these segments during the
fiscal 1999 year as their  performance  was below  average and these  businesses
were considered as non-core to the group.

                                      -6-
<PAGE>

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY COMPANIES

The minority  interest in our  subsidiaries  decreased from $1,1 Million for the
three months ended  December 31, 1998 to $0,1 Million for the three months ended
December 31,  1999.  This  decrease is primarily  due to the fact that after the
recent equity infusion into Leisureplanet, the minority interest in this company
has assumed a positive  balance,  which results in these minorities  absorbing a
portion of the losses  generated by that company,  which is primarily  incurring
marketing  expenditure whilst it is still in its growth phase. The percentage of
Leisureplanet's  losses  absorbed by minorities  during the current  quarter was
38,2%.

NET (LOSS)/INCOME

As a result of the above the  Company has  achieved a loss of $2,111  Million as
compared  to a loss of $0,98  Million for the  comparative  quarter in the prior
year.

The Internet  travel related  business is undergoing  extensive  development and
presently  does  not  generate  significant   revenues,   thereby  sustaining  a
significant loss for the quarter.  These losses are expected to continue for the
foreseeable future.


Six months ended  December 31, 1999 as compared to six months ended December 31,
1998

REVENUES

Revenues for the six months ended  December 31, 1999 increased by $7,466 Million
or 16,48% to $52,777  Million as compared to $45,312  Million for the six months
ended December 31, 1998.

This revenue is primarily derived from the Lifestyle  enhancing business segment
which has improved  revenue 20% in South African Rand terms after  factoring out
the effects of the  improvement  in the currency over the  respective  quarters,
which is significantly better than inflation.

This growth in revenue as  mentioned  previously  is  attributable  to increased
market share in the South African market as well as a significant improvement in
exports to European  destinations.  The current focus of the Lifestyle enhancing
businesses is to improve  export  revenues  where  significant  future growth is
expected.


COST OF GOODS SOLD

Cost of goods sold has  increased  as a  percentage  of  revenues  from 60,1% to
65,8%.  This reflects a slight  improvement over the fiscal year ended result of
69% As mentioned previously,  two operations in the Lifestyle enhancing business
sector have  experienced  difficulties  during the current  fiscal  year,  which
resulted in lower than anticipated margins being achieved.  Corrective action is
being taken to address the margin deficiencies.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and administrative  expenses for the six months ended December
31, 1999  increased by $4,174  Million or 31% to $17,704  Million as compared to
$13,530  Million for the six months ended December 31, 1998. This increase takes
into account the operating  expenses of our Internet  travel related  subsidiary
which was acquired on January 1, 1999.


LOSS ON SALE OF INVESTMENT IN FIRST SA LIFESTYLE HOLDINGS LIMITED

Loss  realized  on the  disposal of the Leisure  related  companies  to the food
related  companies in October 1998.  This merger of the two operations has given
rise to First  Lifestyle  Holdings  Limited,  the lifestyle  enhancing  company,
mentioned previously.

                                      -7-
<PAGE>


AMORTIZATION OF INTANGIBLES

Amortization  of  intangibles  increased  from $0,56  Million for the six months
ended  December 31, 1998 to $0,92 Million for the six months ended  December 31,
1999.  This increase is primarily due to the additional  purchase price payments
made at the end of fiscal 1999 incurred  under the various  purchase  agreements
being  allocated  to  intangibles  in terms  of the  valuation  placed  on those
intangibles at the acquisition dates of the various subsidiaries.


DEPRECIATION

Depreciation increased from $1,338 Million for the six months ended December 31,
1998 to $1,95 Million for the six months ended December 31, 1999.  This increase
is due to the amortisation of computer  equipment in the Internet travel related
business acquired in January 1999 as well as depreciation on plant and machinery
required for organic expansion.


OTHER INCOME

Other  income  consists  of income,  which is not  related  to normal  operating
activities and includes gains made on foreign currency transactions.


INTEREST EXPENSE/(INCOME)

Interest  expense of $0,5 Million for the six months ended December 31, 1999 has
decreased by $0,83  Million from an interest  income of $0,3 Million for the six
months ended December 31, 1998. This decrease is primarily due to a reduction in
the  interest  rats earned on cash  balances  coupled  with lower  average  cash
balances  than in the prior year.  The  significant  increase  in cash  balances
materialized  in the  latter  half of  December  1999,  the full  effect  of the
increase in cash on interest income will only materialize in future quarters.


PROVISION FOR TAXES ON INCOME

Our  income  tax  provision  increased  from  $1,35  Million  for the six months
December 31, 1998 to $2,12  Million for the six months ended  December 31, 1999.
This increase is after accounting for the decrease in the South African tax rate
from 35% to 30% during 1999. The taxation charge  represents the taxation charge
incurred  by the  Lifestyle  enhancing  business  segment,  which has  reflected
increased taxable income over the comparative period in the prior quarter.

The losses  incurred in the internet  travel related  business and the corporate
head  office  may not be offset  against  the  taxable  income of the  Lifestyle
enhancing business segment, in terms of South African tax legislation.


LOSS FROM DISCONTINUED OPERATIONS

The loss resulted from the operations of our currently  discontinued  industrial
products  and  packaging  business  segments.  We decided to  discontinue  these
segments during the fiscal 1999 year as their  performance was below average and
these businesses were considered as non-core to the group.

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY COMPANIES

The minority  interest in our subsidiaries  decreased from $1,51 Million for the
six months  ended  December  31, 1998 to $0,63  Million for the six months ended
December 31,  1999.  This  decrease is primarily  due to the fact that after the
recent equity infusion into Leisureplanet, the minority interest in this company
has assumed a positive balance,  which resulted in these minorities  absorbing a
portion of the losses  generated by that company,  which is primarily  incurring
marketing  expenditure whilst it is still in its growth phase. The percentage of
Leisureplanet's  losses  absorbed by  minorities  during the current  period was
38,2%.


                                      -8-
<PAGE>

NET (LOSS)/INCOME

As a result of the above the  Company has  achieved a loss of $5,037  Million as
compared  to a loss of $2,092  Million for the  comparative  period in the prior
year.

The Internet  travel related  business is undergoing  extensive  development and
presently  does  not  generate  significant  revenues,  thereby  contributing  a
significant  proportion  of the  quarter's  loss.  These  losses are expected to
continue for the foreseeable future.


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash increased by $27,235 Million from $20,813 Million to $48,048  Million.  The
increase is primarily  as a result of the  additional  $20 Million  injection of
capital by minorities into Leisure Planet Investments  Limited and an additional
$20 Million capital  injection into Leisure Planet Holdings limited by strategic
equity  partners.  The Lifestyle  enhancing  products  segments  utilized $1,642
million of cash,  primarily due to a  significant  dividend  payment  during the
current year. The Internet  travel related  business still requires  significant
cash resources as it incurs  primarily  marketing  expenditure in developing its
future potential.

Working capital  increased by $33,710 Million to $61,988 Million at December 31,
1999 from $28,278 Million at June 30, 1998. This is primarily as a result of the
increase in cash  resources  due to capital  injections  from  strategic  equity
partners.  Accounts  receivable  has  increased by $9,228  Million over June 30,
1998,  this has been  partially  funded by an increase  in  Accounts  payable by
$6,030  Million  over  June 30,  1998.  The  significant  increase  in  Accounts
receivable is due to significant  turnover generated in the Lifestyle  enhancing
sector during December 1999. In addition several  significant  suppliers delayed
payment of accounts due to precautions taken for possible Y2K related problems.

At December 31, 1999 we had  borrowings  of $26,976  Million which has decreased
from $33,598  Million.  This  includes the  conversion  of $4.84 Million of debt
owing to the minority  shareholders  of Leisure  Planet limited as loan funds to
equity,  the remaining  reduction  resulted form the  conversion of  convertible
debentures to equity.  The slight increase in borrowings arose primarily to fund
the acquisition of assets and an increase in the capital redemption reserve fund
of $0,28 Million during the quarter.

Cash flow from  operations for the six months ended December 31 1999,  excluding
non-cash  charges  resulted  in the  utilization  of $9,658  Million,  primarily
utilized to fund the losses in the Internet travel related  business and to fund
the additional funds required for Accounts  receivable  balances at December 31,
1999. Investing activities undertaken by the group resulted in the generation of
an additional  $16,810 Million during the year, this included the funds received
from the  minority  shareholders  in Leisure  Planet  Investments  Limited.  The
financing activities undertaken by the group resulted in a net capital injection
of $20,260 Million,  sourced  primarily from the capital  injection into Leisure
Planet Holdings Limited by strategic equity partners.

FUTURE COMMITMENTS

Under the various  acquisition  agreements,  the Company  anticipates  having to
spend  approximately  $1,0 Million in cash for its contingent  payments over the
next 12 months as well as  approximately  $0,8  Million  in stock.  The  Company
anticipates  that this cash and operating cash flows will be sufficient to fully
fund these  payments  as well as fund the capital  expenditures  for its various
operations.  Excess cash will also be utilized to fund additional  acquisitions.
The Company  anticipates  that any longer term contingent  acquisition  payments
will be funded out of operating cash flows of the acquired entities.

The Company's operating  subsidiaries generally collect their receivables within
65  days  to 90  days  and  reserve  approximately  3%  for  doubtful  accounts.
Historically,  the  companies'  operating  and  capital  needs  have been met by
internal cash flow and outside bank borrowing.  It is  management's  belief that
capital  expenditures  for the  foreseeable  future  can  continue  to be met by
internal cash flow and bank borrowing.

The  Company  will be  required  to  incur  additional  indebtedness  or  equity
financing in connection with the funding of Leisure Planet  Limited,  until such
time as that company is able to sustain its own infrastructural costs as well as
to fund future acquisitions. There is no assurance that the Company will be able
to incur  additional  indebtedness  or raise  additional  equity to fund Leisure
Planet  Limited  or to  finance  future  acquisitions  on  terms  acceptable  to
management, if at all.

                                      -9-
<PAGE>

Leisure Planet Limited currently incurs operational losses of approximately $1,4
Million per month with minimal  revenues being  realized,  due to the nature and
stage of growth of the business and the Internet travel related industry.  These
costs are expected to increase over the following few months,  these operational
losses which are being  generated by Leisure Planet Limited need to be funded by
further  injections of capital for which there is no assurance  that the Company
will be able to secure such funding.


                                      -10-
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company  does not  ordinarily  hold market risk  sensitive  instruments  for
trading  purposes.  The company does however recognize market risk from interest
rate, foreign currency exchange and commodity price exposure.

INTEREST RATE RISK

At December 31, 1999 approximately $2,6 Million of the Company's long term debt,
specifically the borrowings in First Lifestyle  Holdings Limited,  bear interest
at variable rates, similarly the cash resources of the company earns interest at
variable  rates.  Accordingly  the Company's net income and after tax cash flows
are affected by fluctuations  in interest  rates.  Assuming the current level of
cash  resources  and  borrowings at variable  interest  rates and assuming a two
percentage  point decrease in the average  interest rate under these  borrowings
and cash  resources,  it is estimated that the net effect on interest would be a
reduction  in interest  earned of  $330,000.  Resulting  in a  reduction  in the
Company's net income and after tax cash flow of $231,000. Any adverse changes in
interest  rates would likely result in management  taking action to mitigate the
Company's  exposure.  However,  due  to the  uncertainty  of  the  actions  that
management  would take and their  possible  effects,  this  analysis  assumes no
action is taken.  There are also no  assurances  that  decrease or  increases in
interest rates will not exceed possible projections.

FOREIGN CURRENCY RISK

The primary  operations of the Company are based in South Africa and most of the
economic  activity of the Company is denominated  in South African  Rands.  This
exposes the Company to market risk with respect to  fluctuations in the relative
value of the South  African Rand against the US Dollar.  Certain of this risk is
covered through the purchase of foreign exchange contracts.

COMMODITY PRICE RISK

The  Lifestyle  enhancing  products  segment of the Company makes use of several
commodity products.

Processed  foods The main  ingredient  in many of the  processed  food  products
manufactured  by the  Company  includes  raw  produce  such as  meat,  potatoes,
vegetables and other staple  products.  These food groups are commodities  whose
prices are largely dependent on demand and supply.  The supply of these products
is also  dependent  on  environmental  factors  such as weather  conditions  and
rainfall patterns.  While these price fluctuations will impact on the input cost
of the products  produced,  these are not expected to have a material  impact on
the  profitability  of the Company due to the pass  through of  commodity  price
increases to customers.

Leisure products The Leisure products side of the Company makes use of processed
raw  materials  such as  polypropylene,  as well as  natural  resources  such as
timber.  The price of  polypropylene  is determined on an import parity basis in
South Africa,  which means that  worldwide  surpluses and shortages are factored
into the product  pricing.  This  results in  fluctuations  of the price of this
material  from time to time.  These  price  fluctuations  impact on the per unit
input cost of the products produce.  Management therefore mitigates this risk by
entering  into  pricing  agreements  with  suppliers to limit the effects of any
adverse movements in the commodity price.

Timber as a natural  resource is subject to  sustainability  requirements and is
also dependent on environmental  factors such as weather conditions and rainfall
patterns. The price of timber may fluctuate depending on supply and demand which
has an impact on the input price of our products produced.  In order to mitigate
this risk  management  enter into supply  arrangements  with suppliers  wherever
possible, including pricing terms. In addition, raw material input prices may be
passed onto customers where the factors  governing such price  fluctuations  are
outside of the control of the Company.


                                      -11-
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6:  Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           None

                  (b)      Reports  on  Form  8-K  filed  during  quarter  ended
                           December 31, 1999:

                           None

                                      -12-
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned duly authorized.

Date:  April 20, 2001

                                       LEISUREPLANET HOLDINGS, LTD.


                                       /s/ Clive Kabatznik
                                       ----------------------------------
                                       Clive Kabatznik
                                       Chief Executive Officer, President
                                       and Chief Financial Officer

                                      -13-