SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                AMENDMENT NO. 1

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 May 10, 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 CORRECT CERTAIN TYPOGRAPHICAL ERRORS MADE IN
THE FINANCIAL STATEMENTS INCLUDED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000 AS ORIGINALLY FILED ON MAY 15, 2000.




<PAGE>
<TABLE>
<CAPTION>
                          LEISUREPLANET HOLDINGS, LTD.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
--------------------------------------------------------------------------------
                                                                                                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                                             45,144,428          32,198,314
Preferred stock                                                              23,224,530           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>
                                      -2-
<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            (4,093,147)          (1,399,396)
Provision for taxes on income                                                             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)
                                                                                 -------------------  -------------------
</TABLE>

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

                                      -3-
<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)
                                                                                     ------------------ ------------------
</TABLE>

Diluted  earnings  per share for 1999 has not been  reflected  as the  result is
anti-dilutive

                                      -4-

<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                                                              341,669         (3,713,233)
       ADJUSTMENTS TO RECONCILE LOSS TO NET CASH (UTILIZED)/GENERATED BY OPERATING
       ACTIVITIES:
         Depreciation and amortization                                                          4,337,934          3,192,880
         Deferred income taxes                                                                    291,528            250,076
         Net loss on sale of assets                                                                63,167                  -
         Net gain on sale of portion of investment in First Lifestyle Holdings                         -           (747,093)

          Net loss/(gain) on transactions with minorities                                     (13,572,877)        (2,976,622)
          Effect of changes in current assets and current liabilities                          (5,363,601)        (6,202,985)
          Minority interest in consolidated subsidiary companies                               (1,688,190)         2,622,490

          Creation of debenture redemption reserve fund                                           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>

                                      -5-
<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>

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>


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>
                                      -6-
<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>


                                      -7-
<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

                                      -8-
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

         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.

         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).

                                      -9-
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

         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 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

                                      -10-
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

         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
     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.

                                      -11-
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

       5.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)
                                                                                                                 ==========
</TABLE>

                                      -12-
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                           SHARES           FRACTION OF     WEIGHTED AVERAGE
    DATES OUTSTANDING                                                    OUTSTANDING          PERIOD             SHARES
<S>                    <C>                                                 <C>                 <C>                <C>
    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

    BASIC LOSS PER SHARE FOR THE NINE MONTHS ENDED 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)
                                                                                                                 -----------
</TABLE>
<TABLE>
<CAPTION>
                                                                           SHARES           FRACTION OF     WEIGHTED AVERAGE
    DATES OUTSTANDING                                                    OUTSTANDING          PERIOD             SHARES
                                                                         -----------          ------             ------
<S>                                                                        <C>                  <C>               <C>
    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>
                                      -13-

<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
    DILUTED LOSS PER SHARE FOR THE NINE MONTHS ENDED
    MARCH 31, 2000
<S>                                                                                                                 <C>
    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
    operations                                                                                                   (2,549,148)
    Add impact of assumed conversions                                                                               653,794
                                                                                                                  ---------
                                                                                                                 (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>
                                      -14-
<PAGE>
       6. 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. 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%.

                                      -15-
<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:  May 18, 2000

                                         LEISUREPLANET HOLDINGS, LTD.


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