SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A


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

      For the quarterly period ended September 30, 1999

                                       OR

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

      For the transition period from ______________to ______________

                         Commission file number 0-27494

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

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

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

        Registrant's Telephone Number, Including Area Code: 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  November  8, 1999 was
6,426,231.


<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.

           AMENDED FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1999



PART I - FINANCIAL INFORMATION

Item 1      Unaudited Consolidated Balance Sheets at September 30, 1999 and
            June 30, 1999

            Unaudited   Consolidated   Statements  of  (Loss)/Income   and
            Comprehensive   (Loss)/Income   for  the  three  months  ended
            September 30, 1999 and 1998

            Unaudited Consolidated  Statements of Cash Flows for the three
            months ended September 30, 1999, 1998

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

            Notes to the Unaudited  Consolidated  Financial Statements for
            the three months ended September 30, 1999 and 1998


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

Item 3      Quantitative and Qualitative Disclosures About Market Risk


PART II - OTHER INFORMATION

Item 6      Exhibits and Report on 10-K


SIGNATURES

                                      -2-

<PAGE>
<TABLE>
<CAPTION>

                         INDEX TO FINANCIAL STATEMENTS
                         -----------------------------

LEISURE PLANET HOLDINGS LIMITED
<S>                                                  <C> <C>
  Unaudited Consolidated Balance Sheets at September 30, 1999 and
  June 30, 1999                                                            F-1

  Unaudited   Consolidated   Statements  of  (Loss)/Income   and
  Comprehensive   (Loss)/Income   for  the  three  months  ended
  September 30, 1999 and 1998                                              F-2

  Unaudited Consolidated  Statements of Cash Flows for the three
  months ended September 30, 1999, 1998                                    F-3

  Unaudited  Consolidated  Statement of Changes in  Stockholders
  Investment for the period June 30, 1999 to September 30, 1999            F-4

  Notes to the Unaudited  Consolidated  Financial Statements for
  the three months ended September 30, 1999 and 1998                       F-5

                                      -3-
<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM 1.
                                                 LEISUREPLANET HOLDINGS, LTD.
                                            UNAUDITED CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------------------------------------------
                                                          ASSETS
----------------------------------------------------------------------------------------------------------------------------
                                                                                        SEPTEMBER 30,         JUNE 30,
                                                                                            1999                1999
                                                                                              $                   $
----------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
     Cash on hand                                                                         17,535,700          20,813,301
     Trade accounts receivable                                                            16,647,752          13,388,561
     Less: Allowances for bad debts                                                         (461,644)           (443,172)
                                                                                        -------------        ------------
                                                                                           6,186,108          12,945,389
----------------------------------------------------------------------------------------------------------------------------
     Inventories (net)                                                                     9,600,855           9,152,575
     Prepaid expenses and other current assets                                             6,873,654           5,236,587
     Deferred income taxes                                                                         -             539,884
----------------------------------------------------------------------------------------------------------------------------
              TOTAL CURRENT ASSETS                                                        50,196,317          48,687,736
----------------------------------------------------------------------------------------------------------------------------
Property, plant and equipment                                                             31,831,379          30,777,399
Less: Accumulated depreciation                                                           (12,444,665)        (11,488,982)
                                                                                     ----------------     ---------------
                                                                                          19,386,714          19,288,417
----------------------------------------------------------------------------------------------------------------------------
Intangible assets (net)                                                                   33,792,950          34,024,745
Deferred charges (net)                                                                       797,295             868,944
Other assets                                                                                  34,239              33,988
----------------------------------------------------------------------------------------------------------------------------
                                                                                         104,207,515         102,903,830
----------------------------------------------------------------------------------------------------------------------------
                                         LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
     Bank overdraft payable                                                                  842,522                   -
     Current portion of long term debt                                                     1,138,917           3,088,435
     Trade accounts payable                                                                9,502,029           9,058,811
     Other provisions and accruals                                                         6,112,556           4,618,283
     Dividends payable                                                                     1,885,672           1,870,959
     Other taxes payable                                                                     704,590             558,669
     Income taxes payable                                                                  1,582,608           1,214,292
----------------------------------------------------------------------------------------------------------------------------
              TOTAL CURRENT LIABILITIES                                                   21,768,894          20,409,449
----------------------------------------------------------------------------------------------------------------------------
Long term debt                                                                            34,881,504          33,598,244
Deferred income taxes                                                                      1,314,347           1,551,724
----------------------------------------------------------------------------------------------------------------------------
                                                                                          57,964,772          55,559,417
----------------------------------------------------------------------------------------------------------------------------
Minority stockholders investment                                                          32,792,810          32,198,314
----------------------------------------------------------------------------------------------------------------------------
FSAH mandatory redeemable preferred stock                                                  9,891,197           9,891,197
----------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS INVESTMENT
Capital stock:
     A class  common  stock,  $0.01 par value -  authorized  23,000,000  shares,
issued and outstanding 5,479,642 shares (1998: 5,383,142 shares)                              54,797              53,832

     B class common stock, $0.01 par value - authorized 2,000,000 shares, issued
and outstanding 946,589 shares (1998: 946,589 shares)                                          9,466               9,466

     FSAH B class common stock, R0,001 par value - authorized 10,000,000 shares,
issued and outstanding 2,550,466 shares (1998: 2,550,466 shares)                                 580                 580

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

     Capital in excess of par                                                             23,683,409          22,971,261
----------------------------------------------------------------------------------------------------------------------------
Retained (loss)/earnings                                                                  (6,012,520)         (3,084,700)
----------------------------------------------------------------------------------------------------------------------------
                                                                                          17,735,732          19,950,439
----------------------------------------------------------------------------------------------------------------------------
Foreign currency translation adjustments                                                 (14,176,996)        (14,695,537)
----------------------------------------------------------------------------------------------------------------------------
                                                                                           3,558,736           5,254,902
----------------------------------------------------------------------------------------------------------------------------
                                                                                         104,207,515         102,903,830
----------------------------------------------------------------------------------------------------------------------------
                                                             F-1
<PAGE>

                                         LEISUREPLANET HOLDINGS, LTD.

              UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS)/INCOME AND COMPREHENSIVE (LOSS)/INCOME
                                   FOR THE THREE MONTHS ENDED SEPTEMBER 30,

--------------------------------------------------------------------------------------------------------------------------------
                                                                                                      1999                 1998
                                                                                                                       RESTATED
                                                                                                         $                    $
--------------------------------------------------------------------------------------------------------------------------------
Revenues                                                                                        22,721,938           19,257,120
                                                                                                ----------           ----------
--------------------------------------------------------------------------------------------------------------------------------
Operating expenses
     Cost of sales                                                                              15,167,513           11,932,582
     Selling, general and administrative costs                                                   7,869,049            5,511,726
     Amortization of intangibles                                                                   484,361              281,580
     Depreciation                                                                                  888,292              443,772
                                                                                                                        -------
                                                                                                24,409,215           18,169,660
--------------------------------------------------------------------------------------------------------------------------------
Operating income/(loss)                                                                        (1,687,277)            1,087,460
--------------------------------------------------------------------------------------------------------------------------------
Other income                                                                                       209,481               64,783
Interest (expense)/income                                                                        (210,760)              143,575
--------------------------------------------------------------------------------------------------------------------------------
(Loss)/income from consolidated companies before income taxes and minority
interests                                                                                      (1,688,556)            1,295,818
Provision for taxes on income                                                                    (661,413)            (494,396)
--------------------------------------------------------------------------------------------------------------------------------
(Loss)/income from continuing operations before minority interests                             (2,349,969)              801,422
Minority interest in consolidated subsidiary companies                                           (577,851)            (411,411)
--------------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations                                                                (2,927,820)            (390,011)
Loss from discontinued operations                                                                       -           (1,506,150)
--------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                       (2,927,820)          (1,116,139)
Other comprehensive income:
     Foreign currency translation adjustments                                                      518,541              959,243
--------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                             (2,409,279)            (156,896)
                                                                                                                      =========
--------------------------------------------------------------------------------------------------------------------------------
Basic loss per share from continuing operations                                                    ($0,46)                $0,05
Basic loss per share from discontinued operations                                                       -                ($0,20)
--------------------------------------------------------------------------------------------------------------------------------
Total basic loss per share                                                                         ($0,46)               ($0,15)
--------------------------------------------------------------------------------------------------------------------------------
Diluted loss per share from continuing operations                                                * ($0,46)                $0,05
Diluted loss per share from discontinued operations                                                     -                ($0,20)
--------------------------------------------------------------------------------------------------------------------------------
Total diluted loss per share                                                                     * ($0,46)               ($0,15)
--------------------------------------------------------------------------------------------------------------------------------
*    Additional shares were not considered as the result would be anti-dilutive

                                                             F-2
<PAGE>
                                         LEISUREPLANET HOLDINGS, LTD.

                  UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED

---------------------------------------------------------------------------------------- ------------------ ------------------
                                                                                             SEPTEMBER 30,      SEPTEMBER 30,
                                                                                                      1999               1998
                                                                                                                     RESTATED
                                                                                                         $                  $
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash flows from operating activities:
        Net loss                                                                               (2,927,820)        (1,116,139)
        Loss from discontinued operations                                                               -          1,506,150
                                                                                               -----------         ---------
        Loss from continuing operations                                                        (2,927,820)           390,011
        Adjustments  to  reconcile  loss  to net  cash  (utilized)/generated  by
        operating activities:
               Depreciation and amortization                                                    1,372,653            725,352
               Deferred income taxes                                                              291,726             11,108
               Net loss on sale of assets                                                          31,244                  -
               Net loss on sale of subsidiary                                                           -             15,408
               Net loss on debenture redemption                                                         -             94,259
               Net loss/(gain) on transactions with minorities in First Lifestyle
               Holdings Limited                                                                       424            (11,743)
               Effect of changes in current assets and current   liabilities                   (2,749,632)          (934,922)
               Non cash value of warrants issued                                                  479,205                  -
               Minority interest in consolidated subsidiary companies                             577,851            411,411
               Creation of debenture redemption reserve fund                                      281,250                  -
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash (utilized)/generated by continuing operating activities                               (2,643,099)            700,884
Net cash utilized by discontinued operations                                                            -            (854,049)
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash utilized by operating activities                                                      (2,643,099)          (153,165)
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash flows from investing activities:
        Proceeds on minority shares issued in First Lifestyle Holdings Limited                     16,221                  -
        Additional intangibles acquired                                                            (5,954)                 -
        Additions to property, plant and equipment                                               (880,525)        (1,275,699)
        Proceeds on disposal of property, plant and equipment                                       9,134            653,627
        Additional purchase price payments                                                              -         (2,085,313)
        Other assets acquired                                                                           -            (40,106)
        Proceeds on disposal of subsidiary (Net of cash of $9,633)                                      -             49,191
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash (used in)/realized by investing activities                                              (861,124)        (2,698,300)
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash flows from financing activities:
        Net borrowings in bank overdrafts                                                         829,688            874,368
        Borrowings in long term debt                                                            1,063,365            825,654
        Redemption of debentures                                                                        -         (2,733,810)
        Repayments of short term debt                                                          (1,943,755)          (405,053)
        Proceeds on stock issues                                                                  160,000          1,033,613
---------------------------------------------------------------------------------------- ------------------ ------------------
Net cash provided in financing activities                                                         109,298           (405,228)
---------------------------------------------------------------------------------------- ------------------ ------------------
Effect of exchange rate changes on cash                                                           117,324            182,513
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash utilized by operations                                                                    (3,277,601)        (3,074,180)
Cash on hand at beginning of period                                                            20,813,301         17,948,991
---------------------------------------------------------------------------------------- ------------------ ------------------
Cash on hand at end of period                                                                  17,535,700         14,874,811
---------------------------------------------------------------------------------------- ------------------ ------------------

                                                             F-3
<PAGE>

                                                    LEISUREPLANET HOLDINGS, LTD.

                               UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS INVESTMENT

 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 Other
                                                                                                         Comprehensive
                                                                                                                (loss)
                                       Leisure         Leisure                                                 /income
                               Planet Holdings Planet Holdings       First South                              (Foreign
                                       Limited         Limited  African Holdings  Capital in    Retained      currency
                                A Class common  B class common    B class common   Excess of     (loss)/   translation
                                         Stock           stock             stock         par    earnings   adjustments)       Total
                                             $               $                 $           $           $              $           &
 -----------------------------------------------------------------------------------------------------------------------------------
 Balance at June 30, 1999               53,832           9,466              580   22,971,261 (3,084,700)   (14,695,537)   5,254,902
 -----------------------------------------------------------------------------------------------------------------------------------
 Options exercised                         800               -                 -     159,200          -              -      160,000
 -----------------------------------------------------------------------------------------------------------------------------------
 Debentures converted                      165               -                 -      98,835          -              -       99,000
 -----------------------------------------------------------------------------------------------------------------------------------
 Share issue expenses written off            -               -                 -    (25,092)          -              -      (25,092)
 -----------------------------------------------------------------------------------------------------------------------------------
 Issuance of warrants                        -               -                 -    479,205           -              -      479,205
 -----------------------------------------------------------------------------------------------------------------------------------
 Net loss                                    -               -                 -          -  (2,927,820)             -   (2,927,820)
 -----------------------------------------------------------------------------------------------------------------------------------
 Translation difference                      -               -                 -          -           -        518,541      518,541
 -----------------------------------------------------------------------------------------------------------------------------------
 Balance at September 30, 1999          54,797           9,466              580  23,683,409  (6,012,520)   (14,176,996)   3,558,736
 -----------------------------------------------------------------------------------------------------------------------------------

                                                                F-4
</TABLE>

<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

1.     ORGANISATION 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  Company  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.

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

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

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

       The Company has adopted Statement of Financial  Accounting  Standards No.
       121 ("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 has taken place.


                                      F-5
<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

2.   SUMMARY OF ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

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

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

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

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

       FAIR VALUE OF FINANCIAL INSTRUMENTS
       As at September  30, 1999,  the  carrying  value of accounts  receivable,
       accounts  payable  and  investments  approximate  their fair  value.  The
       carrying value of long term debt  approximates  fair value,  as the debt,
       other than convertible debentures,  interest rates are keyed to the prime
       lending rate. The convertible debentures are believed to approximate fair
       market.


                                      F-6
<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


2.     SUMMARY OF ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

3.     INVENTORIES

<TABLE>
<CAPTION>

       Inventories consist of the following:
       ----------------------------------------------------------------------------------
                                                        SEPTEMBER 30,           JUNE 30,
                                                                 1999               1999
                                                                    $                  $
       ----------------------------------------------------------------------------------
<S>                                                         <C>                <C>
       Finished goods                                       4,879,739          4,655,361
       Work in progress                                       382,324            587,544
       Raw materials and ingredients                        3,449,293          2,983,298
       Supplies                                             1,037,155          1,066,595
       ----------------------------------------------------------------------------------
       Inventories (Gross)                                  9,784,511          9,292,798
              Less:          Valuation allowances           (147,656)          (140,223)
       ----------------------------------------------------------------------------------
       Inventories (Net)                                    9,600,855          9,152,575
                                                            =========          =========
       ----------------------------------------------------------------------------------

</TABLE>

                                      F-7
<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998



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.

     The  businesses  disposed  of, or where the  operations  have ceased are as
     follows:

     The following summarizes the results of the discontinued operations:
<TABLE>
<CAPTION>
     ------------------------------------------------------------ --------------------
                                                                      THREE MONTHS
                                                                             ENDED
                                                                     SEPTEMBER 30,
                                                                              1998
                                                                                 $
     ------------------------------------------------------------ --------------------
<S>                                                                    <C>
     Revenue                                                           6,007,756
     Cost of sales                                                    (4,427,289)
     Selling, general and administrative                              (2,833,159)
     -------------------------------------------------------- --------------------
     Operating (loss)/income                                          (1,252,692)
     Other income                                                         22,426
     Interest expense                                                   (250,111)
     -------------------------------------------------------- --------------------
     (Loss)/income before income taxes and minority interests         (1,480,377)
     Provision for taxes on income                                       (25,773)
     -------------------------------------------------------- --------------------
     Net (loss)/income from discontinued operations                   (1,506,150)
     -------------------------------------------------------- --------------------
</TABLE>

     Interest  expense  represents  the actual  interest  costs  incurred by the
     discontinued operations.

5.   LOSS/EARNINGS PER SHARE

     Loss per share data is calculated as follows:
<TABLE>
<CAPTION>
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     BASIC LOSS PER SHARE FOR THE THREE MONTHS ENDED
     SEPTEMBER 30, 1999
     Net loss available to common stockholders                                                                    (2,927,820)
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
                                                                                 SHARES        FRACTION OF   WEIGHTED AVERAGE
     DATES OUTSTANDING                                                      OUTSTANDING             PERIOD             SHARES
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
<S>                                                                          <C>                     <C>           <C>
     July 1, 1999                                                             6,329,731               1.00          6,329,731
     July 1, 1999 to September 30, 1999
              Options converted to shares during the quarter                     80,000               0.50             40,000
              Debentures converted into shares during the quarter                16,500               0.50              8,250
                                                                                 ------                                 -----
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     WEIGHTED AVERAGE SHARES                                                  6,426,231                             6,377,981
                                                                              =========                             =========
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
</TABLE>

                                      F-8
<PAGE>

                          LEISUREPLANET HOLDINGS, LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

5.   LOSS PER SHARE (continued)

<TABLE>
<CAPTION>
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
<S>                                                                           <C>                     <C>           <C>
     BASIC LOSS PER SHARE FOR THE THREE MONTHS ENDED                                                                        $
     SEPTEMBER 30, 1998
     Net loss available to common stockholders from continuing
     operations                                                                                                       390,011
     Net loss available to common stockholders from discontinued
     operations                                                                                                   (1,506,150)
                                                                                                                  -----------
     Total net loss                                                                                               (1,116,139)
                                                                                                                  ===========
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
                                                                                 SHARES        FRACTION OF   WEIGHTED AVERAGE
     DATES OUTSTANDING                                                      OUTSTANDING             PERIOD             SHARES
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     July 1, 1998                                                             7,472,324               1.00          7,472,324
     July 1, 1998 to September 30, 1998
              Additional purchase price payments                                242,684               0.10              2,638
              Debentures converted into shares during the year                  122,700               0.90            109,363
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     Weighted average shares                                                  7,837,708                             7,584,325
                                                                              =========                             =========
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     DILUTED LOSS PER SHARE FOR THE THREE MONTHS ENDED
     SEPTEMBER 30, 1999
     Net loss available to common stockholders                                                                     (2,927,820)
     Add impact of assumed conversions                                                                                621,059
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     ADJUSTED NET LOSS                                                                                            (2,306,761)
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     Weighted average shares                                                                                        6,377,981
     Warrants and options not yet exercised                                                                           280,198
     9% convertible debentures                                                                                        740,916
     Increasing rate debentures                                                                                     1,578,947
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     ADJUSTED WEIGHTED AVERAGE SHARES                                                                               8,978,042
     ----------------------------------------------------------------- ----------------- ------------------ ------------------

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

     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     DILUTED LOSS PER SHARE FOR THE THREE MONTHS ENDED                                                                      $
     SEPTEMBER 30, 1998

     Net loss available to common stockholders from continuing
     operations                                                                                                       390,011
     Add impact of assumed conversions                                                                                336,863
                                                                                                               --------------
                                                                                                                      726,874
     Net loss available to common stockholders from discontinued
     operations                                                                                                   (1,506,150)
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     ADJUSTED NET LOSS                                                                                              (779,276)
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     Weighted average shares                                                                                        7,584,325
     9% convertible debentures                                                                                      1,055,954
     Increasing rate debentures                                                                                     1,578,947
     ----------------------------------------------------------------- ----------------- ------------------ ------------------
     ADJUSTED WEIGHTED AVERAGE SHARES                                                                              10,219,226
     ----------------------------------------------------------------- ----------------- ------------------ ------------------

</TABLE>

                                      F-9
<PAGE>

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

BACKGROUND AND HISTORY

The Company was  incorporated  in September  1995 with the intention of actively
pursuing  acquisitions fitting a pre-defined  investment strategy.  Prior to the
acquisition  of LPI  Limited,  the broad  strategy  followed  in all  investment
decisions was as follows:

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

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

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

The target must operate in one of the pre-defined industry sectors identified by
management.

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

         INTERNET AND E COMMERCE RELATED BUSINESSES

         LPI Limited

         LIFESTYLE PRODUCTS

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

         Leisure division
         SA Leisure
         Galactex Outdoor
         Republic Umbrella
         Tradewinds

                                      -4-
<PAGE>


SOUTH AFRICAN OPERATIONS

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

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

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

--------------------------------------------------------------------------
                           THREE MONTHS ENDED      THREE MONTHS ENDED
                           SEPTEMBER 30, 1999      SEPTEMBER 30, 1999
--------------------------------------------------------------------------
Rate of exchange vs $1              6,07                  6,14
--------------------------------------------------------------------------
Appreciation                        1,1%
--------------------------------------------------------------------------

The annual rate of inflation in South  Africa for the year ended  September  30,
1999 was approximately 1.9%


RESULTS OF OPERATIONS

Three  months  ended  September  30,  1999 as  compared  to three  months  ended
September 30, 1998


REVENUES

Revenues  for the three  months  ended  September  30, 1999  increased by $3.465
Million or 18.0% to $22.722 Million as compared to $19.257 Million for the three
months ended September 30, 1998.

This revenue is primarily derived from the Lifestyle  enhancing business segment
which has improved  revenue 17% in South African Rand terms after  factoring out
the effects of the  improvement  in the currency over the  respective  quarters,
which is  significantly  better  than  inflation.  This growth in revenue can be
attributed to increased  market share in the South  African  market as well as a
significant improvement in exports to European destinations.

COST OF GOODS SOLD

Cost of goods sold has increased as a percentage of revenues from 62% to 66.8 %.
This  reflects a slight  improvement  over the fiscal year ended  result of 69%.
Generally,  two  operations  in the  Lifestyle  enhancing  business  sector have
experienced difficulties during the current fiscal year, which resulted in lower
than  anticipated  margins being achieved.  Corrective  action is being taken to
address the margin deficiencies.



                                      -5-
<PAGE>


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general  and  administrative  expenses  for  the  three  months  ended
September  30,  1999  increased  by $2.32  Million  or 42% to $7,869  Million as
compared to $5,512 Million for the three months ended  September 30, 1998.  This
increase  takes into  account  the  operating  expenses of our  Internet  travel
related subsidiary which was acquired effective January 1, 1999.


AMORTIZATION OF INTANGIBLES

Amortization  of  intangibles  increased from $0.28 Million for the three months
ended  September 30, 1998 to $0.48 Million for the three months ended  September
30,  1999.  This  increase  is  primarily  due to the fact  that the  additional
purchase  price  payments  made at the end of fiscal  1999  under the  Company's
various acquisition  agreements have been allocated to intangibles and therefore
have been amortized.


DEPRECIATION

Depreciation  increased from $0.44 Million for the three months ended  September
30, 1998 to $0.89 Million for the three months ended  September  30, 1999.  This
increase is  primarily  due to the  depreciation  of computer  equipment  in the
Internet travel related business acquired effective January 1, 1999.


INTEREST EXPENSE/(INCOME)

Interest  expense of $0.2 Million for the three months ended  September 30, 1999
has decreased by $0.35 Million from an interest  income of $0.14 Million for the
three  months ended  September  30, 1998.  This  decrease is primarily  due to a
reduction in the interest rate earned on cash  balances  coupled with lower cash
balances than in the prior year.


PROVISION FOR TAXES ON INCOME

Our income tax provision increased from $0.49 Million for the three months ended
September  30, 1998 to $0,66  Million for the three months ended  September  30,
1999.  This increase is after  accounting  for the decrease in the South African
tax rate from 35% to 30% during fiscal 1999. The taxation charge  represents the
taxation charge incurred by the Lifestyle enhancing business segment,  which has
reflected  increased  taxable  income over the  comparative  period in the prior
quarter.  South  African  tax law does not  permit the  losses  incurred  in the
internet  travel  related  business and the  corporate  head office to be offset
against the taxable income of the Lifestyle enhancing business segment.


LOSS FROM DISCONTINUED OPERATIONS

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

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY COMPANIES

The minority  interest in our subsidiaries  increased from $0.41 Million for the
three  months  ended  September  30, 1998 to $0,58  Million for the three months
ended  September 30, 1999.  This increase was primarily due to a decrease in our
shareholdings of First Lifestyle Holdings Limited during fiscal 1999 from 67% to
approximately 51.5%.


                                      -6-
<PAGE>


NET (LOSS)/INCOME

As a result of the above,  the Company has achieved a loss of $2,927  Million as
compared to a loss of $1.116  Million for the  comparative  quarter in the prior
year.

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


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash decreased by $3.278 Million from $20.813  Million to $17.536  Million.  The
decrease is primarily a result of the funding  required for the Internet  travel
related business.

Working capital  decreased by $0,149 Million to $28,427 Million at September 30,
1999 from $28.278 Million at September 30, 1998.

At September 30, 1999, the Company had  borrowings of $34.882  Million which has
increased from $33.598 Million.  This includes $10 Million owing to the minority
shareholders  of LPI Limited as loan funds.  The  increase in  borrowings  arose
primarily  to fund the  acquisition  of assets and an  increase  in the  capital
redemption reserve fund of $0.28 Million during the quarter.

Operations  for the three months ended  September 30, 1999,  excluding  non-cash
charges,  resulted  in the  utilization  of  $2.643  Million,  primarily  in the
Internet travel related business.  Investing activities  undertaken by the group
resulted in the utilization of an additional $0.86 Million during the year. This
included the acquisition of property, plant and equipment of $0.88 Million.

FUTURE COMMITMENTS

Under the Company's  various  acquisition  agreements,  the Company  anticipates
having to spend  approximately $1.07 Million in cash for its contingent payments
over the next 12 months,  as well as  approximately  $0.6 Million in stock.  The
Company  anticipates  that this cash and operating cash flows will be sufficient
to fully fund these  payments as well as fund the capital  expenditures  for its
various  operations.  Excess  cash,  if  any,  will  also  be  utilized  to fund
additional acquisitions. The Company anticipates that any longer term contingent
acquisition  payments will be funded out of operating cash flows of the acquired
entities.

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

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

LPI Limited currently incurs  operational  losses of approximately  $1.0 Million
per month with minimal  revenues being realized,  due to the nature and stage of
growth of the business and the Internet travel related industry. These costs are
expected to increase  over the following few months.  These  operational  losses
which are being generated by LPI Limited need to be funded by further injections
of capital for which  there is no  assurance  that the  Company  will be able to
secure.


                                      -7-
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

INTEREST RATE RISK

At September  30, 1999  approximately  $3.8 Million of the  Company's  long term
debt,  specifically  the borrowings in First Lifestyle  Holdings  Limited,  bear
interest at variable  rates.  Similarly  the cash  resources of the Company earn
interest at variable rates. Accordingly,  the Company's net income and after tax
cash flows are affected by fluctuations in interest rates.  Assuming the current
level of cash resources and borrowings at variable interest rates and assuming a
two  percentage  point  decrease  in  the  average  interest  rate  under  these
borrowings and cash  resources,  it is estimated that the net effect on interest
would be a reduction in interest earned of $330,000, resulting in a reduction in
the  Company's  net  income  and after tax cash flow of  $231,000.  Any  adverse
changes in interest  rates would likely  result in  management  taking action to
mitigate the Company's exposure.  However, due to the uncertainty of the actions
that management would take and their possible effects,  this analysis assumes no
action is taken.  There are also no  assurances  that  decrease or  increases in
interest rates will not exceed possible projections.

FOREIGN CURRENCY RISK

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

COMMODITY PRICE RISK

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

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

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

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


                                      -8-
<PAGE>


YEAR 2000

COSTS TO ADDRESS YEAR 2000 ISSUES

Based on the  assessments  already  carried  out by the  Company and the ongoing
assessments  being performed,  the costs that have  materialized to date and the
costs that are expected to materialize are not significant to the Company or any
individual entity as a whole. However,  there can be no guarantee that the costs
involved  will not be  material  should a  significant  problem be  subsequently
discovered.

The costs incurred to date have typically been to replace aging hardware,  which
has not amounted to material  amounts and were  already  provided for in general
capital expenditure  budgets and to upgrade the existing purchased software.  In
each case  upgrades are available  from the software  suppliers who certify Year
2000  compliance.  The costs  incurred on the software  upgrades  have not being
material to date.

RISK ASSOCIATED WITH YEAR 2000 ISSUES

Based on risk assessments  already carried out and assessments  which are due to
take place, the Company feels that due to the level of IT sophistication  within
the Company,  the risk of ceasing  production  and  distribution  completely  is
minimal.

The Company is able to support a manual record keeping system temporarily should
there be a total IT system failure.

In management's  opinion,  the  significant  risks that face the Company are the
states of readiness of the utility  suppliers,  the Company's  major  suppliers,
customers and bankers.

Steps have been taken to ensure that these suppliers, customers and bankers have
confirmed  their state of readiness to us and what steps are being taken by them
to ensure that they are fully Year 2000 compliant.

The likely impact on the Company from this risk is significant and all steps are
being taken to ensure that this risk is adequately addressed.

CONTINGENCY PLANS

The  Company  is  developing  a  contingency  plan which  will  ensure  that the
production  and  distribution  and the  recording  of all  transactions  will be
adequately  covered should there be a significant  problem.  However,  we cannot
guarantee  that these plans will be  sufficient  to prevent  disruption  and the
likely impact that this may have on the group as a whole.

Where possible, alternative sources of supply have been identified, should there
be a  significant  disruption  from one of our  suppliers.  However,  there  are
significant  suppliers within the group which are sole suppliers.  We are unable
to cover this risk sufficiently;  therefore we are attempting to the best of our
ability to assess the state of readiness of these suppliers.



                                      -9-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6:  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None


         (b)      Reports on Form 8-K filed during  quarter ended  September 30,
                  1999:

                  None


                                      -10-
<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 thereunto duly authorized.

Date:  April 20, 2001

                                 LEISUREPLANET HOLDINGS, LTD.


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

                                      -11-