SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 2

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

         For the quarterly period ended March 31, 2000

                                       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: 809-295-1422
                                                            ------------

      ---------------------------------------------------------------------
   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 July 18,  2000 was
8,391,899.


<PAGE>


                          LEISUREPLANET HOLDINGS, LTD.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000

PART I - FINANCIAL INFORMATION

ITEM 1      Unaudited Consolidated Balance Sheets at March 31, 2000 and June 30,
            1999

            Unaudited Consolidated Statements of Income/(loss) and Comprehensive
            Income/(loss) for the three and nine months ended March 31, 2000 and
            1999

            Unaudited Consolidated  statements of Cash Flows for the nine months
            ended March 31, 2000 and 1999

            Unaudited   Consolidated   Statement  of  Changes  in   Stockholders
            Investment for the period June 30, 1999 to March 31, 2000

            Notes to the Unaudited Consolidated Financial Statements

SIGNATURES

THE PURPOSE OF THIS AMENDMENT IS TO REFLECT A RECLASSIFICATION  ON THE COMPANY'S
UNAUDITED  CONSOLIDATED  BALANCE SHEET AS OF MARCH 31, 2000 FROM PREFERRED STOCK
TO MINORITY STOCKHOLDERS INVESTMENT, AS SET FORTH IN FOOTNOTE 5 TO THE FINANCIAL
STATEMENTS.

                                      -2-
<PAGE>


                          LEISUREPLANET HOLDINGS, LTD.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                                  JUNE 30,
                                                                             MARCH 31, 2000         1999
                                                                             --------------  --------------
                                                                                        (DOLLARS)
                                                                             ------------------------------
CURRENT ASSETS
<S>                                                                          <C>                  <C>
     Cash on hand                                                            38,406,792           20,813,301
     Trade accounts receivable                                               15,065,992           13,388,561
     Less: Allowances for bad debts                                            (388,599)            (443,172)
                                                                             ----------           ----------
                                                                             14,677,393           12,945,389
     Inventories (net)                                                        8,948,699            9,152,575
     Prepaid expenses and other current assets                               25,677,364           5,236,587
     Deferred income taxes                                                            -             539,884
                                                                             ----------           ----------
              TOTAL CURRENT ASSETS                                           87,710,248           48,687,736
Property, plant and equipment                                                31,681,481           30,777,399
Less: Accumulated depreciation                                              (12,619,664)         (11,488,982)
                                                                             ----------           ----------
                                                                             19,061,817           19,288,417
Intangible assets (net)                                                      27,549,000           34,024,745
Deferred charges (net)                                                          269,909              868,944
Other assets                                                                     37,075               33,988
                                                                             ----------           ----------
                                                                            134,628,049          102,903,830
                                                                            ===========          ===========
                     LIABILITIES AND STOCKHOLDERS INVESTMENT
--------------------------------------------------------------------------------
                                                                                                  JUNE 30,
                                                                             MARCH 31, 2000         1999
                                                                             --------------  --------------
                                                                                        (DOLLARS)
                                                                             ------------------------------
CURRENT LIABILITIES
     Bank overdraft payable                                                     441,803                   -
     Current portion of long term debt                                          996,523           3,088,435
     Trade accounts payable                                                  10,311,397           9,058,811
     Other provisions and accruals                                            3,999,436           4,618,283
     Dividends payable                                                                -           1,870,959
     Other taxes payable                                                        222,055             558,669
     Income tax payable                                                         566,634           1,214,292
                                                                             ----------          ----------
              TOTAL CURRENT LIABILITIES                                      16,537,848          20,409,449
Long term debt                                                               19,981,484          33,598,244
Deferred income taxes                                                         1,205,985           1,551,724
                                                                             ----------          ----------
                                                                             37,725,317          55,559,417
                                                                             ==========          ==========
Minority stockholders investment                                             58,477,761          32,198,314
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 8,363,676 shares                             83,636              53,832

     B class common stock, $0.01 par value - authorized 2,000,000
     shares, issued and outstanding 946,589 shares                                9,466               9,466

     FSAH B Class common stock                                                      599                 580

     Preferred stock, $0.01 par value - authorized 5,000,000 shares,
     issued and outstanding nil shares                                                -                   -

     Capital in excess of par                                                51,081,196          22,971,261
Retained earnings/(loss)                                                     (2,698,777)         (3,084,700)
                                                                             ----------          ----------
                                                                             48,476,120          19,950,439
Foreign currency translation adjustments                                    (19,942,346)        (14,695,537)
                                                                            -----------         -----------
                                                                             28,533,774           5,254,902
                                                                            134,628,049         102,903,830
                                                                            ===========         ===========
</TABLE>
                                      -3-
<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.

           CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE
               INCOME/(LOSS) FOR THE THREE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>
                                                                                                                      1999
                                                                                                 2000               RESTATED
                                                                                              ----------           ----------
                                                                                                         (DOLLARS)
<S>                                                                                             <C>                  <C>
Revenues                                                                                        21,100,519           20,221,736
                                                                                                ==========           ==========
Operating expenses
     Cost of sales                                                                              14,648,524           12,195,024
     Selling, general and administrative costs                                                  12,167,952            7,038,218
     Loss on sale of investment in First SA Lifestyle Holdings Limited                                   -            1,094,190
     Amortization of intangibles                                                                   404,462              754,877
     Depreciation                                                                                1,063,819              536,429
                                                                                                ----------           ----------
                                                                                                28,284,757           21,618,738
                                                                                                ==========           ==========
Operating loss                                                                                  (7,184,238)          (1,397,002)
Other income                                                                                     2,677,666              442,348
Interest income/(expense)                                                                          413,425             (444,742)
Loss from consolidated companies before income taxes and minority interests
Provision for taxes on income                                                                   (4,093,147)          (1,399,396)
                                                                                                   302,617             (294,056)
                                                                                                ----------           ----------
Loss from continuing operations before minority interests                                       (3,790,530)          (1,693,452)
Minority interest in consolidated subsidiary companies                                           2,423,463             (855,696)
                                                                                                ----------           ----------
Loss from continuing operations                                                                 (1,367,067)          (2,549,148)
Income from discontinued operations                                                                      -               85,596
                                                                                                ----------           ----------
Net (loss)/income                                                                               (1,367,067)          (2,463,552)
Other comprehensive (loss)/income
         Foreign currency translation difference                                                (4,076,618)           1,031,350
                                                                                                ----------           ----------
Comprehensive loss                                                                              (5,443,685)          (1,432,202)
                                                                                                ----------           ----------
Basic loss per share from continuing operations                                                    ($0.15)              ($0.42)
Basic earnings per share from discontinued operations                                                    -                0.01
                                                                                                ----------           ----------
Total basic loss per share                                                                         ($0.15)              ($0.41)
Diluted loss per share from continuing operations                                                  ($0.15)              ($0.42)
Diluted earnings per share from discontinued operations                                                  -                0.01
                                                                                                ----------           ----------
Total diluted loss per share                                                                       ($0.15)              ($0.41)

Diluted earnings per share have not been reflected, as the result is anti-dilutive.
</TABLE>

                                      -4-
<PAGE>


                          LEISUREPLANET HOLDINGS, LTD.
           CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE
                INCOME/(LOSS) FOR THE NINE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>

                                                                                                                1999
                                                                                             2000              RESTATED
                                                                                      ------------------   ------------------
                                                                                                    (DOLLARS)
                                                                                      ---------------------------------------
<S>                                                                                          <C>                <C>
Revenues                                                                                     73,877,806         65,533,336
                                                                                             ==========         ==========
Operating expenses
     Cost of sales                                                                           49,403,704         39,736,935
     Selling, general and administrative costs                                               29,542,007         21,662,051
     Loss on sale of investment in First SA Lifestyle Holdings Limited                                -          1,094,190
     Amortization of intangibles                                                              1,323,843          1,318,037
     Depreciation                                                                             3,014,091          1,874,843
                                                                                              ---------          ---------
                                                                                             83,283,645         65,686,056
                                                                                             ==========         ==========
Operating loss                                                                               (9,405,839)          (152,720)
Other income                                                                                  9,754,465            582,254
Interest expense                                                                                (95,440)          (125,913)
                                                                                              ---------          ---------
Income from consolidated companies before income taxes and minority
interests                                                                                       253,186            303,621
Provision for taxes on income                                                                (1,599,707)        (1,647,484)
                                                                                             ----------         ----------
Income/(loss) from continuing operations before minority interests                           (1,346,521)        (1,343,863)
Minority interest in consolidated subsidiary companies                                        1,688,190         (2,369,370)
                                                                                              ---------         ----------
Income from continuing operations                                                               341,669         (3,713,233)
Income from discontinued operations                                                                   -           (841,831)
                                                                                              ---------         ----------
Net (loss)/income                                                                               341,669         (4,555,064)
Other comprehensive (loss)/income
         Foreign currency translation difference                                             (5,246,809)         2,173,564
                                                                                              ---------         ----------
Comprehensive income/(loss)                                                                  (4,905,140)        (2,381,500)
                                                                                              ---------         ----------
Basic loss per share from continuing operations                                                  $0.05             ($0.56)
Basic loss per share from discontinued operations                                                     -             (0.13)
                                                                                              ---------         ----------
Total basic loss per share                                                                       $0.05             ($0.69)
Diluted loss per share from continuing operations                                                $0.18             ($0.56)
Diluted loss per share from discontinued operations                                                   -             (0.13)
                                                                                              ---------         ----------
Total diluted loss per share                                                                     $0.18             ($0.69)
                                                                                              ---------         ----------
Diluted earnings per share for 1999 has not been reflected as the result is anti-dilutive
</TABLE>

                                      -5-

<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE NINE MONTHS ENDED MARCH 31
<TABLE>
<CAPTION>
                                                                                                                  1999
                                                                                               2000             RESTATED
                                                                                                      (DOLLARS)
Cash flows from operating activities:
<S>                                                                                             <C>             <C>
     Net Income/(loss)                                                                          341,669         (4,555,064)
     Loss from discontinued operations                                                                -            841,831
     Loss from continuing operations                                                     -----------------  -----------------
       ADJUSTMENTS TO RECONCILE LOSS TO NET CASH (UTILIZED)/GENERATED BY OPERATING              341,669         (3,713,233)
       ACTIVITIES:

         Depreciation and amortization
         Deferred income taxes                                                                  4,337,934          3,192,880
         Net loss on sale of assets                                                               291,528            250,076
         Net gain on sale of portion of investment in First Lifestyle Holdings                     63,167                  -
          Net loss/(gain) on transactions with minorities                                               -           (747,093)
          Effect of changes in current assets and current liabilities                         (13,572,877)        (2,976,622)
          Minority interest in consolidated subsidiary companies                               (5,363,601)        (6,202,985)
          Creation of debenture redemption reserve fund                                        (1,688,190)         2,622,490
                                                                                                ----------         ----------
                                                                                                  393,750            562,500
                                                                                               ----------         ----------
Net cash utilized by continuing operating activities                                          (15,196,620)        (7,011,987)
Net cash utilized by discontinued operations                                                             -          (841,831)
                                                                                               ----------         ----------
Net cash utilized by operating activities                                                     (15,196,620)        (7,835,818)
                                                                                               ----------         ----------
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 dilution in First SA Lifestyle holdings Limited                                         -        10,352,556
     Proceeds on First Lifestyle Holdings shares sold                                              437,773                  -
     Additional shares in First Lifestyle Holdings acquired                                              -           (33,655)
     Additional intangibles acquired                                                           (1,103,008)           (17,896)
     Additions to property, plant and equipment                                                (4,447,356)        (2,794,041)
     Proceeds on disposal of property, plant and equipment                                         36,445             482,766
     Restraint of trade payments                                                                         -        (1,385,197)
     Additional purchase price payments                                                                  -        (2,484,510)
     Other assets acquired                                                                         (6,190)          (175,812)
     Acquisition of subsidiaries (net of cash)                                                           -        (2,434,902)
     Proceeds on disposal of subsidiary (Net of cash of $10,562)                                         -            14,189
                                                                                                ----------         ----------
Net cash realized by investing activities                                                       15,778,751         1,523,498
                                                                                                ----------         ----------
Cash flows from financing activities:
     Net borrowings in bank overdrafts                                                            466,057            739,916
     Repayments of long term debt                                                              (1,516,732)        (1,775,955)
     Repayments of short term debt                                                             (1,942,165)        (1,314,396)
     Proceeds on preference stock issued                                                                 -         9,891,197
     Proceeds/(redemption)on stock issues                                                       21,101,884        (1,900,574)
                                                                                                ----------         ----------
Net cash provided in financing activities                                                       18,109,044         5,640,188
Effect of exchange rate changes on cash                                                        (1,097,684)         4,040,042
                                                                                                ----------         ----------
Cash generated by operations                                                                    17,593,491         3,367,910
Cash on hand at beginning of period                                                             20,813,301        17,948,991
                                                                                                ----------        ----------
Cash on hand at end of period                                                                   38,406,792        21,316,901
                                                                                                ==========        ==========
</TABLE>

                                      -6-
<PAGE>
                          LEISUREPLANET HOLDINGS, LTD.

                      CONSOLIDATED STATEMENTS OF CHANGES IN
                             STOCKHOLDERS INVESTMENT
<TABLE>
<CAPTION>


                                                                                              FIRST SOUTH
                                                        LEISUREPLANET      LEISUREPLANET        AFRICAN
                                                        HOLDINGS, LTD.    HOLDINGS, LTD.       HOLDINGS B
                                                        A CLASS COMMON    B CLASS COMMON      CLASS COMMON       CAPITAL IN
                                                            STOCK              STOCK             STOCK         EXCESS OF PAR
                                                                                                                 (DOLLARS)
<S>             <C>                                         <C>                <C>                  <C>           <C>
Balance at June 30, 1999                                    53,832             9,466                580           22,971,261
Options exercised                                              800                 -                  -              159,200
Debentures converted                                           165                 -                  -               98,835
Share issue expenses written off                                 -                 -                  -              (25,092)
Net loss                                                         -                 -                  -                    -
Translation difference                                           -                 -                  -                    -
Balance at September 30, 1999                               54,797             9,466                580           23,204,204
                                                        ----------         ---------          ---------           ----------
Options exercised                                              255                 -                  -              120,870
Debentures converted                                         3,585                 -                  -            2,147,409
A warrants exercised                                           724                 -                  -              476,626
Escrow shares issued                                         5,905                 -                  -               (5,905)
New shares issued                                           13,793                 -                  -           19,986,207
FSAH B class shares issued                                       -                 -                 19              567,842
Share issue expenses incurred                                    -                 -                  -             (896,382)
Net profit                                                       -                 -                  -                    -
Dividends reversed                                               -                 -                  -                    -
Translation difference                                           -                 -                  -                    -
                                                        ----------         ---------          ---------           ----------
Balance at December 31, 1999 carried forward                79,059             9,466                599           45,600,871
                                                        ==========         =========          =========           ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                     OTHER
                                                                 COMPREHENSIVE
                                                                 (LOSS) /INCOME
                                                                    (FOREIGN
                                                                    CURRENCY
                                                 RETAINED         TRANSLATION
                                              (LOSS)/EARNINGS     ADJUSTMENTS)         TOTAL

<S>             <C>                              <C>               <C>                 <C>
Balance at June 30, 1999                         (3,084,700)       (14,695,537)        5,254,902
Options exercised                                         -                  -           160,000
Debentures converted                                      -                  -            99,000
Share issue expenses written off                          -                  -           (25,092)
Net loss                                         (2,833,436)                 -        (2,833,436)
Translation difference                                    -            518,541           518,541
Balance at September 30, 1999                    (5,918,136)       (14,176,996)        3,173,915
                                                 ----------        -----------         ---------
Options exercised                                         -                  -           121,125
Debentures converted                                      -                  -         2,150,994
A warrants exercised                                      -                  -           477,350
Escrow shares issued                                      -                  -                 -
New shares issued                                         -                  -        20,000,000
FSAH B class shares issued                                -                              567,861
Share issue expenses incurred                             -                  -          (896,382)
Net profit                                        4,542,176                  -         4,542,176
Dividends reversed                                   44,250                  -            44,250
Translation difference                                    -         (1,688,732)       (1,688,732)
                                                 ----------        -----------         ---------
Balance at December 31, 1999 carried forward     (1,331,710)       (15,865,728)       28,492,557
                                                 ==========        ===========        ==========
</TABLE>
                                      -7-

<PAGE>
<TABLE>
<CAPTION>


                                                        LEISUREPLANET     LEISUREPLANET       FIRST SOUTH
                                                       HOLDINGS, LTD.     HOLDINGS, LTD.   AFRICAN HOLDINGS
                                                       A CLASS COMMON     B CLASS COMMON    B CLASS COMMON      CAPITAL IN
                                                            STOCK             STOCK              STOCK         EXCESS OF PAR
                                                         ------------      ------------       ------------     ------------
                                                                                                                 (DOLLARS)
<S>                                                          <C>                <C>                  <C>         <C>
Balance at December 31, 1999 brought forward                 79,059             9,466                599         45,600,871

Options exercised                                               745                                                 353,130

Warrants exercised                                            1,699                 -                  -          1,070,057

Escrow shares reversed                                       (4,700)                -                  -              4,700

Debentures converted                                          6,833                 -                  -          4,952,438

Share issue expenses incurred                                     -                 -                  -           (900,000)

Net loss                                                          -                 -                  -                  -

Translation difference                                            -                 -                  -                  -

Balance at March 31, 2000                                    83,636             9,466                599         51,081,196
</TABLE>
<TABLE>
<CAPTION>
                                                                                   OTHER
                                                                               COMPREHENSIVE
                                                                              (LOSS) /INCOME
                                                                             (FOREIGN CURRENCY
                                                               RETAINED         TRANSLATION
                                                           (LOSS)/EARNINGS     ADJUSTMENTS)          TOTAL
                                                            ------------      ------------       ------------
<S>                                                             <C>               <C>                <C>
Balance at December 31, 1999 brought forward                    (1,331,710)       (15,865,728)       28,492,557

Options exercised                                                        -                  -           353,875

Warrants exercised                                                       -                  -         1,071,756

Escrow shares reversed                                                   -                  -                 -

Debentures converted                                                     -                  -         4,959,271

Share issue expenses incurred                                            -                  -          (900,000)

Net loss                                                        (1,367,067)                 -        (1,367,067)

Translation difference                                                   -         (4,076,618)       (4,076,618)

Balance at March 31, 2000                                       (2,698,777)       (19,942,346)       28,533,774

</TABLE>

                                      -8-

<PAGE>


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

1.       ORGANIZATION AND PRINCIPAL ACTIVITIES OF THE GROUP

         Leisureplanet  Holdings, Ltd. (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 and acquire
         and develop  Internet  related  companies  with an emphasis on European
         based e-commerce related businesses.

         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.

2.       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

         The  Company   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.

         EARNINGS/(LOSS) PER SHARE

         Earnings/(loss)   per   share  on   common   shares  is  based  on  net
         income/(loss)  and reflects  dilutive  effects of any stock options and
         warrants that exist at period 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 that
         are being amortized on a straight-line  basis over the six-year term of
         the agreements.


                                      -9-
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

         The Company has adopted Statement of Financial Accounting Standards No.
         121  ("SFAS-121"),  Accounting for the Impairment of Long-Lived  Assets
         and  for  Long-Lived  Assets  to be  Disposed  Of.  No  impairments  in
         long-lived assets have taken place.

         FOREIGN CURRENCY TRANSLATION

         The functional  currency of the  underlying  companies in the Lifestyle
         enhancing  segment  is that of South  African  Rand.  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 "Foreign currency  translation
         adjustment."

         FOREIGN ASSETS AND LIABILITIES

         Transactions  in  foreign  currencies  arise as a result  of  inventory
         purchases from foreign countries and intercompany  funding transactions
         between  the  Company  and its  subsidiaries.  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.

                                      -10-
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         As at March  31,  2000,  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 products are offset against revenues.

         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 to 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.

3.       INVENTORIES

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                           MARCH 31,          JUNE 30,
                                                                            2000                1999
                                                                          ---------          ---------
                                                                                    DOLLARS
<S>                                                                       <C>                <C>
     Finished goods                                                       4,307,613          4,655,361
     Work in progress                                                       515,983            587,544
     Raw materials and ingredients                                        3,087,475          2,983,298
     Supplies                                                             1,155,025          1,066,595
                                                                          ---------          ---------
     Inventories (Gross)                                                  9,066,096          9,292,798
</TABLE>

                                      -11-
<PAGE>


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

<TABLE>
<CAPTION>


<S>                                                                        <C>               <C>
     Less:  Valuation allowances                                           (117,397)         (140,223)
                                                                           --------          --------
     Inventories (Net)                                                    8,948,699          9,152,575
                                                                          =========          =========
</TABLE>

4.       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.

5.       MINORITY STOCKHOLDERS INTEREST

         Included in Minority  Stockholders Interest is an amount of $13,333,333
         representing preferred shares of the Company's subsidiary, LPI Limited,
         issued to CNN.  Subject to earlier  vesting  in  certain  cases,  these
         preferred shares are convertible into ordinary shares of LPI Limited in
         two equal tranches on September 30, 2000 and September 30, 2001.  Until
         such time as the preferred  shares are converted,  the preferred shares
         carry various preferential rights on the assets of LPI Limited.


                                      -12-
<PAGE>


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

6. EARNINGS PER SHARE

         Earnings/(loss) per share data is calculated as follows:

<TABLE>
<CAPTION>
    BASIC LOSS PER SHARE FOR THE THREE MONTHS ENDED
    MARCH 31, 2000
    Net loss available to common stockholders                                                                    (1,367,067)
                                                                            SHARES          FRACTION OF      WEIGHTED AVERAGE
    DATES OUTSTANDING                                                    OUTSTANDING          PERIOD             SHARES
                                                                         -----------        ----------          ----------
<S>         <C>                                                              <C>                <C>               <C>
    January 1, 2000                                                          8,852,536          1.00              8,852,536
    January 1, 2000 to March 31, 2000
    Options converted to shares during the quarter                              74,500          0.90                 66,973
    Warrants exercised during the quarter                                      169,911          0.40                 67,298
    Escrow shares reversed during the quarter                                 (469,975)         1.00               (469,975)
    Debentures converted into shares during the quarter                        683,293          0.71                485,566
                                                                             ---------                            ---------
    WEIGHTED AVERAGE SHARES                                                  9,310,265                            9,002,398
                                                                             =========                            =========


    BASIC LOSS PER SHARE FOR THE NINE MONTHS ENDED
    MARCH 31, 2000
    Net loss available to common stockholders                                                                       341,669
                                                                           SHARES           FRACTION OF     WEIGHTED AVERAGE
    DATES OUTSTANDING                                                    OUTSTANDING          PERIOD             SHARES
    July 1, 1999                                                            6,329,731          1.00               6,329,731
    July 1, 1999 to March 31, 2000
    New shares issued during the year                                       1,379,310         0.02                  473,194
    Options converted to shares during the year                               180,000         0.57                   97,317
    Escrow shares issued during the year                                      120,621         0.51                   80,561
    A Warrants exercised during the year                                      242,311         0.08                   49,856
    Debentures converted into shares during the year                        1,058,292         0.12                  312,526
                                                                             ---------                            ---------
    WEIGHTED AVERAGE SHARES                                                 9,310,265                             7,343,185
                                                                             =========                            =========

    BASIC LOSS PER SHARE FOR THE THREE MONTHS ENDED MARCH 31, 1999
    Net loss available to common stockholders from continuing
    operations                                                                                                   (2,549,148)
    Net income available to common stockholders from discontinued
    operations                                                                                                       85,596
                                                                                                                 ----------
    Total net loss                                                                                               (2,463,552)
                                                                                                                 ==========

                                                                           SHARES           FRACTION OF     WEIGHTED AVERAGE
    DATES OUTSTANDING                                                    OUTSTANDING          PERIOD             SHARES
    Balance at January 1, 1999                                             6,254,649           1.00              6,254,649
    Redemption of shares during the quarter                                 (142,918)          1.00                142,918
    Options converted to shares during the quarter                            25,500           1.00                 25,500
                                                                           ---------                             ---------
    WEIGHTED AVERAGE SHARES                                                6,137,231                             6,137,231
                                                                           =========                             =========
</TABLE>

    BASIC  LOSS PER  SHARE FOR THE NINE  MONTHS  ENDED


                                      -13-
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
<S>                                                                                                         <C>
                                                                 MARCH 31,  1999
    Net loss available to common stockholders from
    continuing operations                                                                                    (3,713,233)
    Net loss available to common stockholders from discontinued
    operations                                                                                                 (841,831)
                                                                                                             ----------
    Total net loss                                                                                           (4,555,064)
                                                                                                             ----------
                                                                           SHARES           FRACTION OF     WEIGHTED AVERAGE
    DATES OUTSTANDING                                                    OUTSTANDING          PERIOD             SHARES
    -----------------                                                    -----------          ------             ------
    July 1, 1998                                                           7,472,324            1.00              7,472,324

    July 1 - September 30, 1998
    Additional purchase price payments                                       242,684            0.67                162,085
    Warrants converted to shares during the quarter                          127,200            0.96                122,558
    October 1 - December 31, 1998
    Redemption of escrow shares during the quarter                        (1,583,059)           0.51             (1,057,299)
    January 1 - March 31, 1999
    Redemption of shares during the quarter                                 (142,918)           0.33                (46,944)
    Options converted to shares during the quarter                            21,000            0.33                  6,898
    WEIGHTED AVERAGE SHARES                                                6,137,231                              6,659,622
    DILUTED LOSS PER SHARE FOR THE THREE MONTHS ENDED
    MARCH 31, 2000

    Net loss available to common stockholders                                                                    (1,367,067)
    Add impact of assumed conversions                                                                               401,832
                                                                                                                  ---------
    ADJUSTED NET INCOME                                                                                            (965,235)
                                                                                                                  ---------
    Weighted average shares                                                                                       9,002,398
    Warrants and options not yet exercised                                                                        1,795,774
    9% convertible debentures                                                                                       148,603
    Increasing rate debentures                                                                                    1,312,281
                                                                                                                  ---------
    ADJUSTED WEIGHTED AVERAGE SHARES                                                                             12,259,056
                                                                                                                 ==========
</TABLE>


                                      -14-
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
<S>                                                                                                                 <C>
    DILUTED LOSS PER SHARE FOR THE NINE MONTHS ENDED MARCH 31, 2000
    Net loss available to common stockholders                                                                       341,669
    Add impact of assumed conversions                                                                             1,628,401
                                                                                                                  ---------
    ADJUSTED NET INCOME                                                                                           1,970,070
                                                                                                                  ---------
    Weighted average shares                                                                                       7,343,185
    Warrants and options not yet exercised                                                                        1,312,751
    9% convertible debentures                                                                                       522,282
    Increasing rate debentures                                                                                    1,491,356
                                                                                                                  ---------
    ADJUSTED WEIGHTED AVERAGE SHARES                                                                             10,669,574
                                                                                                                 ==========
    DILUTED LOSS PER SHARE FOR THE THREE MONTHS ENDED MARCH 31, 1999
    Net loss available to common stockholders from continuing                                                    (2,549,148)
    operations                                                                                                      653,794
                                                                                                                    -------
    Add impact of assumed conversions                                                                            (1,895,354)
    Net income available to common stockholders from discontinued
    operations                                                                                                       85,596
                                                                                                                   ---------
    ADJUSTED NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                                                            (1,809,938)
                                                                                                                  ==========
    Weighted average shares                                                                                        6,137,231
    Warrants and options not yet exercised                                                                            19,852
    9% convertible debentures                                                                                        921,666
    Increasing rate debentures                                                                                     1,578,947
                                                                                                                   ---------
    ADJUSTED WEIGHTED AVERAGE SHARES                                                                               8,657,696
                                                                                                                   =========
    DILUTED  LOSS PER SHARE FOR THE NINE  MONTHS  ENDED  MARCH 31, 1999 Net loss
    available to common stockholders from continuing operations                                                  (3,713,233)
    Add impact of assumed conversions                                                                             1,633,757
                                                                                                                  ---------
                                                                                                                 (2,079,476)
    Net loss available to common stockholders from discontinued
    operations                                                                                                     (841,831)
    ADJUSTED NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                                                           (2,921,307)
                                                                                                                 ==========
    Weighted average shares                                                                                       6,659,622
    Warrants and options not yet exercised                                                                            6,617
    9% convertible debentures                                                                                       979,358
    Increasing rate debentures                                                                                    1,578,947
                                                                                                                  ---------
    ADJUSTED WEIGHTED AVERAGE SHARES                                                                              9,224,544
                                                                                                                 ==========
</TABLE>


7.       SUBSEQUENT EVENTS

     EMPLOYMENT AGREEMENT FOR CLIVE KABATZNIK

     On April 12, 2000,  the  Company's  Board of  Directors  approved a revised
Employment Agreement with Clive Kabatznik (the "Employment Agreement"). Pursuant
to the Employment  Agreement,  Mr.

                                      -15-
<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999


Kabatznik  will  serve as the  Chief  Executive  Officer,  President  and  Chief
Financial Officer of the Company beginning as of February 1, 2000 and continuing
through and until  January 31,  2005.  As  compensation  for his  services,  Mr.
Kabatznik  will  receive an annual base salary of  $300,000  (with five  percent
increases  each  year),  and an annual  bonus of five  percent  of net  realized
capital gains upon the sale,  liquidation or  distribution by the Company of any
Portfolio Company (as defined in the Employment Agreement).  A Portfolio Company
does not  include  any of the  South  African  entities  currently  owned by the
Company.  In the event of a Change in  Control  (as  defined  in the  Employment
Agreement),  Mr.  Kabatznik may also be entitled to a payment of five percent of
any net unrealized capital gains on any Portfolio  Company,  which gains may, at
the option of the Company,  be paid in cash,  stock of the Portfolio  Company or
any combination of the foregoing.

     INVESTMENT IN MAGNOLIA BROADBAND

     On April 14, 2000, the Company entered into a Securities Purchase Agreement
(the  "Agreement") with Magnolia  Broadband,  Inc.  ("Magnolia").  Magnolia is a
start-up  company which plans to develop  fixed  wireless  broadband  solutions.
Magnolia is seeking to develop  technology  that provides  residential and small
business  users of the Internet  with high speed access to Internet  services at
lower capital costs and with faster  deployment.  Magnolia will initially target
its  products in the United  States and plans to later  penetrate  international
markets.

     Pursuant to the Agreement,  the Company invested $2,500,000 in Magnolia and
received  shares of  preferred  stock in  Magnolia.  The Company  also  received
certain  board  representation  rights and  registration  rights.  The shares of
Magnolia  preferred stock owned by the Company are convertible into common stock
of Magnolia,  and the Company is entitled to voting  rights (on an  as-converted
basis) and certain preferred dividend, liquidation and anti-dilution rights. The
Company  initially  owns  approximately  48% of Magnolia.  Certain of the shares
owned by the founders of Magnolia are subject to  repurchase  by Magnolia if the
founders'  employment with Magnolia terminates before October 15, 2002. Magnolia
has  reserved  additional  shares of its common  stock for issuance to founders,
employees, consultants, directors and other investors. Assuming full issuance of
such shares,  the  Company's  ownership  interest in Magnolia will be reduced to
33%.


                                      -16-
<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:  July 19, 2000

                                              LEISUREPLANET HOLDINGS, LTD.


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


                                      -17-