U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                         FORM 10-KSB
                           Amended
                        _____________

        Annual Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
         For the Fiscal Year Ended December 31, 1999

              Commission File Number 000-28251

                    SUNVEST RESORTS, INC.

                    a Florida corporation

        (IRS Employer Identification No. 65-0693150)

                    307 South 21st Avenue
                  Hollywood, Florida 33020
                       (954) 922-6070

       Securities Registered Pursuant to Section 12(b)
           of the Securities Exchange Act of 1934:

                            None
                            ____

       Securities Registered Pursuant to Section 12(g)
           of the Securities Exchange Act of 1934:

           Common Stock, Par Value $.02 per share
                  ________________________

Check 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 twelve
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
                  _________________________

Indicate by a check mark if disclosure of delinquent  filers
pursuant  to  Item  405 of Regulation S-B is  not  contained
herein,   and  will  not  be  contained,  to  the  best   of
Registrant's  knowledge, in definitive proxy or  information
statements incorporated by reference in Part III of the Form
10-KSB or any amendment to this Form 10-KSB.  [X]

The Registrant's revenues for the fiscal year ended December
31, 1999 were $2,234,100

The  aggregate  market  value of the  Common  Stock  of  the
Registrant held by non-affiliates of the Registrant on March
31, 2000, was $5,227,125.  The aggregate market value of the
Common  Stock  of the Registrant held by non-affiliates  was
computed  by  reference to the price at  which  such  Common
Stock was sold on the OTC Bulletin Board on such date of  $3
5/16.   For  purposes of this response, directors, executive
officers  and holders of five percent (5%) or  more  of  the
Registrant's  Common Stock are considered the affiliates  of
the Registrant at that date.

The  number of shares outstanding of the Registrant's Common
Stock  as  of  March 31, 2000: 9,000,000  shares  of  Common
Stock.

Transitional Small Business Disclosure Format:

Yes      No  X

             DOCUMENTS INCORPORATED BY REFERENCE

                            None.

                           PART I

Item 1.        Description of Business.

General

      SunVest  Resorts,  Inc.,  a Florida  corporation  (the
"Company"),  was  created on August  6,  1996,  through  the
merger  of  Telshare  International, Inc.,  a  publicly-held
Delaware  corporation, and two Florida corporations,  Colony
Plaza  Development, Inc. ("Colony"), and  Cove  Development,
Inc.("Cove").   Telshare  International,  Inc.,  had  ceased
operations in 1988, but maintained its publicly held status.
As  a  result of the merger, the shareholders of Colony  and
Cove,  Harvey Birdman, Diane Birdman, Louis Birdman, Herbert
Hirsch  and  Bonita Hirsch (collectively, the  "HB  Group"),
acquired  8,000,000 out of 8,866,000 shares of common  stock
outstanding,  or  90.12%  of the outstanding  stock  of  the
Company.   At the time of the merger, Colony owned a  newly-
acquired  302-room  resort hotel  called  Colony  Plaza  and
located in Ocoee, west of Orlando, Florida, and Cove owned a
newly-acquired 173-room resort hotel called Pirates Cove and
located  in  Daytona  Beach Shores,  Florida.   The  Company
conducts all of its activities strictly through subsidiaries
and,  as  used herein, the term "Company" refers to  SunVest
Resorts, Inc. acting through one or more subsidiary,  unless
the  context indicates otherwise.  Colony and Cove  are  the
Company's only corporate subsidiaries.  As discussed  below,
the  Company  also owns 100% of the membership interests  in
Lakeshore  Club Development LC, a Florida limited  liability
company.

      The  HB  Group,  the members of which  constitute  the
management   of  the  Company,  See,  Directors,   Executive
Officers, Promoters and Control Persons, has engaged in  the
business of acquiring, renovating and converting hotels into
resort  hotel  condominiums ("condotels")  and  multi-family
rental  projects  into primary and second  home  condominium
communities  for  the last ten years.  Through  the  end  of
1999,  the  HB Group had converted 11 condotels  and  multi-
family  projects,  containing 1711 units with  an  aggregate
sell-out price of $70.3 million.

Current Business and Properties

     The Company has converted two hotels into condotels and
is   developing   one  large-scale  age-focused   community,
commonly known in the industry as an "active adult community
(AAC)."   All of the Company's current projects are  located
in Florida.

     Condotels

      Conversion into condotels is accomplished through  the
purchase and renovation of resort hotels.  A typical project
consists of substantial interior and exterior renovation and
upgrading  of the existing property through the installation
of  kitchens,  and  other condominium  amenities,  upgrading
bathrooms  and renovation of the common areas  such  as  the
front   desk,  swimming  pool,  tennis  courts,  restaurant,
lounge, gift shop and laundry facility.

      In  both  of its condotel projects, Colony  Plaza  and
Pirates  Cove,  the  Company  had  retained  ownership   and
responsibility  for  the  operation  of  the   front   desk,
restaurant,   lounge   and  gift   shop   (the   "Commercial
Component").    The   Company   has   outsourced    property
maintenance,  laundry, rental and resale agent  services  to
organizations  experienced  in hotel/condominium  management
under  15-year  contracts, expiring in February  2011  (with
respect to Colony Plaza) and in September 2010 (with respect
to Pirate's Cove).  These organizations manage the units for
the owners and retain 55% of the total rental income and pay
45%  of  the total rental income to the unit owners.   Under
these  contracts, the Company has been receiving 3%  of  the
gross  revenue from rental operations and 5%  of  the  gross
revenue from food and beverage operations.

      Since 1996, the Company has converted Colony Plaza and
Pirates Cove.  Colony's total investment in Colony Plaza was
approximately  $6.25  million  financed  by   means   of   a
$1,548,000  first mortgage loan from BankAtlantic  FSB,  Ft.
Lauderdale, Florida ("BankAtlantic"), personally  guaranteed
by  members  of the HB Group, and a three-year,  18%  second
mortgage  loan  from Mortgage Investment Group  9,  Ltd.,  a
Florida  limited partnership ("MIG-9").  The general partner
of  MIG-9, owning a 1% general partnership interest,  is  an
entity  owned by the HB Group; the members of the  HB  Group
have also purchased 18% of the limited partnership interests
in  MIG-9  at the same price as the other limited  partners.
In 1996, 25 units at Colony Plaza were transferred by Colony
to  Holiday Vacation Ventures, a Florida general partnership
("HVV"), in exchange for a 65% partnership interest. HVV, in
turn, sold timeshare interests in such units. As of December
31,  1999,  HVV owned approximately 204 weeks  in  timeshare
interests.   All of the remaining 277 units  were  owned  by
individual unit owners.  As of December 31, 1999, the assets
of  Colony consisted of the general partnership interest  in
HVV, the Commercial Component and a four-acre parcel of land
held  for  future  development.  During February  and  March
2000,  Colony sold its interest in the Commercial  Component
and  the land held for development for the aggregate selling
price of approximately $1,450,000 in cash and purchase money
notes.

       Cove's   total   investment  in  Pirates   Cove   was
approximately  $5.4  million,  financed  by   means   of   a
$1,258,000 first mortgage loan from BankAtlantic, personally
guaranteed  by  members of the HB Group,  and  a  $1,300,000
second mortgage loan from Mortgage Investment Group 10, Ltd.
("MIG-10").  MIG-10 has been structured identically to  MIG-
9.  As of December 31, 1999, the assets of Cove consisted of
the Commercial Component of Pirates Cove, eleven (11) unsold
condotel units, from which Cove derived rental income on the
same  basis as the individual owners of the other 162 units,
and two small parcels of land used for parking lots..

     The Active Adult Community

      AACs  are  large-scale master planned communities  for
active  adults age 55 and over.  A typical AAC is a  complex
of    individually-owned   garden   style   or   multi-story
residences,  with  resort-type amenities, such  as  swimming
pool,  tennis court and fitness center, as well as amenities
associated  with  permanent  residence,  such  as  community
center,  hobby  rooms, and convenience store.   AACs  are  a
segment  of  the  resort  market experiencing  above-average
growth due to the general aging of the U.S. population with,
according  to Modern Maturity, the number of Americans  over
age  55  projected  to  grow to 75  million  by  2010.   The
resulting  increase in demand for AAC units is projected  to
occur  as "baby boomers" acquire second homes to be used  as
eventual retirement residences.

      The  Company entered the AAC business in late 1998  by
acquiring, through a wholly-owned Florida limited  liability
company,  Lakeshore  Club Development LC  ("Lakeshore  LC"),
Lakeshore Club.  Lakeshore LC was established by the Company
by  means  of a nominal contribution to capital.   Lakeshore
Club is a complex of 500 already existing garden-style units
set on 110 acres in Fedhaven, Polk County, Florida, 10 miles
east  of  Lake  Wales, 45 miles south of  Disney  World,  in
Orlando,  Florida,  and on a 7500-acre  Lake  "Walk  in  the
Water".

      Lakeshore LC acquired Lakeshore Club for $5.4 million,
expecting  to spend an additional $7.5 million in renovation
costs  of  the 500 units and the common areas, for  a  total
investment of $26,000 per unit in combined construction  and
acquisition  costs.  The  renovated  common  areas  were  to
include: a fishing pier, marina, lakefront promenade, tennis
courts,  exercise rooms, miniature golf course  and  driving
range, baseball, basketball, volleyball and handball courts,
as well as community-type amenities such as a clubhouse, 350-
seat  theater  for  shows  and  social  events  (under   the
direction  of a full-time social director), arts and  crafts
rooms, library, bank, post office, laundromat, beauty salon,
restaurant/convenience  store,  and   a   24-hour,   on-call
paramedic  emergency service and an on-site fire department.
The  total  cost of the 500-unit conversion, including  soft
costs  (i.e.  interest, marketing, advertising  and  support
personnel costs) and $5.4 million in acquisition costs,  was
estimated  at  $20.1  million.  A  total  sellout  of  $33.0
million was projected, with an average sales price per  unit
of $66,000.

      Lakeshore LC has financed the acquisition and  initial
renovation and other costs of the Lakeshore Club  through  a
$6.9  million first mortgage from BankAtlantic  and  a  $2.5
million second mortgage loan from Mortgage Investment  Group
20,  Ltd. (MIG-20").  MIG-20 has been structured identically
to  MIG-9 and MIG-10.  The terms of the first mortgage  are:
maturity  date  of  September 1, 2001 and interest  rate  at
prime + 1-1/2%.  The terms of the second mortgage are: maturity
December   2001,  interest  rate  18%,  with  no   principal
amortized.   As  of  December 31, 1999, the  conversion  and
renovation  of the first 60 among the Lakeshore  Club  units
was substantially completed. On March 24, 2000, Lakeshore LC
closed the sale of the first of such units.

      On  December  30,  1998, Lakeshore  LC  acquired,  for
approximately  $1.8 million, 420 acres of  undeveloped  land
contiguous  to  Lakeshore Club.  Lakeshore LC financed  this
purchase by means of a $1.35 million first mortgage  seller-
financed  non-recourse loan and a $400,000  second  mortgage
loan from Mortgage Investment Group 24, Ltd. ("MIG-24").  MG-
24  has  been  structured identically to MIG-9  and  MIG-10.
This phase II parcel has the capacity for the development of
additional AAC units and a golf course.  On March 24,  2000,
the   seller-mortgagee  of  the  Phase  II  parcel  informed
Lakeshore LC of its intention to foreclose on the portion of
the parcel subject to the $1.35 million mortgage because  of
non-payment  of debt service for the last three  months.  If
management were to determine that it does not wish to oppose
the foreclosure, a mortgage debt and an asset, each at $1.35
million,  would  be eliminated from the Company's  financial
statements and no gain or loss would be realized.

Construction

     Presently, all renovation activities are carried out by
the  Company  through  third party general  contractors  and
subcontractors,  under  the  supervision  of  the  Company's
management.   If the Company were to expand its  development
as  opposed  to  renovation activities,  the  Company  would
become   subject  to  the  risks  and  challenges  typically
associated   with  development.   Among   such   risks   are
construction-related  risks,  e.g.  weather,   local   labor
conditions  and  availability  of  materials  and  supplies.
Among   such  challenges  is  proper  coordination   between
construction  of units with unit sales orders  in  order  to
control  the  costs and risks associated with completed  but
unsold inventory.

Marketing and Sales Activities

      Domestically,  the  Company  has  been  marketing  its
condotels  through  newspaper  and  other  advertising   and
contacts  within  real estate brokerage firms  in  the  area
where  the  project is located.  In Puerto  Rico  and  South
America,  where the Company has discovered a significant  as
yet  untapped market for their products, the Company markets
through   newspaper  advertising  and  local   real   estate
brokerage companies.  Sales to residents of Puerto Rico  and
South America are facilitated by a program developed by  the
Company  for  verifying  the income, employment  status  and
credit  history  of these customers thus facilitating  their
obtaining   acquisition   financing   from   U.S.    lending
institutions.

      The  Company's marketing activities in connection with
the  Lakeshore Club have been focused on 50 and over  active
adults   in   South   Florida,   New   York,   New   Jersey,
Massachusetts,  Michigan,  Ohio,  Illinois,  Wisconsin   and
Ontario  and  Quebec, Canada.  The Company  has  been  using
advertising  in  retirement publications, newspapers,  radio
and  television and an in-house telemarketing  program.   To
attract   attention  from  potential  purchasers  travelling
through  Central  Florida  for vacation  or  otherwise,  the
Company has from time to time used billboards located  along
key  stretches of highways connecting Fedhaven  to  Orlando,
Tampa and South Florida.

      While  more than one factor may contribute to a  given
sale,  the  Company believes that a substantial  portion  of
sales  at  its  AAC  will be attributable to  follow-ups  on
referrals  from residents of this community and to  exposing
potential purchasers to the AAC experience.  As a result, as
more  units at the Lakeshore Club become renovated  and  all
the  amenities are completed, the Company will  implement  a
program  which enables prospective purchasers to  visit  and
stay  (for a modest charge) in vacation homes for a few days
to one week to experience the Lakeshore Club lifestyle prior
to  deciding  whether to purchase a home.  The  Company  has
been  selling all of the units through in-house commissioned
sales personnel.

Employees

      Since  its inception and as of December 31, 1999,  the
Company  had  no employees.  However, as of that  date,  the
Company   leased  the  services  of  95  full-time  employee
equivalents,  which  are being leased  from  an  independent
employee  leasing  company.   Substantially  all   of   such
personnel work within the state of Florida, primarily at the
Company's main office complex located in Hollywood,  Broward
County, Florida, and in various sales offices throughout the
state and Puerto Rico.

Regulation

      The  Company's  sales and operations  are  subject  to
regulation  by the federal government and by  the  State  of
Florida.   On a federal level, the Federal Trade  Commission
enforces  the Federal Trade Commission Act, which  prohibits
unfair  or  deceptive  acts  or  competition  in  interstate
commerce.  Other federal legislation to which the Company is
or  may  be  subject is contained in the Securities  Act  of
1933,  as amended, the Securities and Exchange Act of  1934,
as  amended, the Truth-in-Lending Act and Regulation Z,  the
Equal   Opportunity  Credit  Act  and  Regulation   B,   the
Interstate  Land  Sales Full Disclosure Act  and  the  Civil
Rights  Acts  of 1964 and 1968.  In Florida, the Condominium
Act and the rules and regulations promulgated thereunder  as
administered by the Division of Land Sales, Condominiums and
Mobile  Homes of the Department of Business and Professional
Regulations, provide the most significant regulation of  its
conversion  business.  Florida law requires the  Company  to
file  and  obtain approval for a detailed offering statement
describing  its  business  and all  material  aspects  of  a
proposed development and sale of fee simple interests.   The
Company is required to deliver the offering statement to all
prospective  purchasers,  together with  certain  additional
information  concerning the terms of the purchase.   Florida
law  also permits the purchaser of a fee simple interest  to
cancel  a  contract of purchase at any time  within  fifteen
(15) calendar days following the date on which the purchaser
has  received  the  last of the documents that  Florida  law
requires  the seller to provide.  The Company believes  that
it is in material compliance with all federal and state laws
and  regulations to which it is currently or may be subject.
Any  failure  to comply with applicable laws or  regulations
could have a material adverse effect on the profitability of
the Company.

Market and Competition

     All of the Company's real estate operations are located
in  Florida  and  are subject to significant competition.  A
heavy   concentration   of  hotel  and   resort   properties
throughout Florida provides a competitive alternative to the
purchase of a condotel or an AAC unit.

      The  condotel  conversion  segment  of  the  Company's
business  is  fragmented  and  localized.   Competitors  are
typically  private  and,  often,  single-project  companies.
Some may have greater capital resources than the Company.

       The   Company's  AAC  faces  direct  and   increasing
competition   from   companies  exclusively   or   primarily
marketing homes to buyers age 55 or older, as well  as  from
non-age-qualified,  master-planned  communities,  where  the
Company  competes with new home sales and  resales  in  such
communities. The Central Florida market where Lakeshore Club
is  located  includes  at  least one  leading  national  AAC
developer, Del Webb Corporation, which recently acquired the
Spring  Creek communities near Ocala, Florida.  The  Company
anticipates  significant new competition in AAC  development
from  other local national homebuilders and family community
developers.   Many  such  developers  possess  significantly
greater  financial, marketing, personnel and other resources
than the Company.

     The Company believes that the major competitive factors
affecting purchases at its condotel and AAC developments are
location,   home   quality,  availability  of   recreational
facilities  and  other  amenities,  price,  value,   design,
mortgage  financing terms and builder/developer  reputation.
There is no assurance that any of the Company's projects  is
superior with respect to any of these factors to competitive
projects in the relevant market.

Potential Merger

      On March 15, 2000, the Company entered in an Agreement
and  Plan  of Merger (the "Merger Agreement") with  US  Data
Authority,  Inc. ("USDA"), its controlling shareholders  and
certain  investors  contemplating an  equity  investment  in
USDA.  Under the Merger Agreement, USDA would merge into the
Company,  with the USDA shareholders receiving  90%  of  the
post  merger equity of the Company and electing all  of  the
five  directors  of the Company. Immediately  prior  to  the
merger, the Company will effect a 3.6:1 reverse stock  split
of   its  Common  Stock  and  will  distribute  to  all  the
shareholders  a special dividend consisting  of  the  common
stock  of  Colony and Cove and the membership  interests  in
Lakeshore  LC.  The Company believes that the dividend  will
not  cause  the  Company  or the shareholders  to  recognize
taxable  income  as a result thereof.  As a  result  of  the
dividend, the Company will, immediately before the effective
time of the merger, have no assets or liabilities.

     The merger is subject to completion of due diligence by
both  parties  and may be aborted if either the  Company  or
USDA  is  dissatisfied with the results of its due diligence
on  or before April 17, 2000. There is no assurance that the
merger will not be aborted.

       USDA   is   a   privately-held  Florida  corporation,
established  in  January 1999, based in Palm  Beach  County,
Florida.  It offers Internet access, co-location and  remote
access  communication services through a hybrid  network  of
AT&T  and  Cable & Wireless fiber optic networks  containing
the Internet Protocol backbone.

      On  an unaudited basis, from inception to December 31,
1999, USDA had total revenues of approximately $429,000  and
net income of approximately $155,000.

      The  proposed  merger  and  the  related  dividend  is
consistent  with  management's intention  to  transform  the
Company's  business  from real estate to technology-related.
This intention is based on management's belief that engaging
in  a business which is perceived by the capital markets  as
having  an above average growth potential would enhance  the
Company's  ability to raise equity capital  and  thus  would
facilitate  a  more active trading market in  the  Company's
stock and liquidity for the shareholders.

Forward Looking Information; Certain Cautionary Statements.

       Certain  statements  contained  in  this  Report  are
"forward-looking    statements,"    including     statements
concerning  plans, objectives, future events or  performance
and assumptions and other statements that are not statements
of  historical  fact. The Company caution readers  that  the
following  important factors, among others, could cause  the
Company's  actual  results  to differ  materially  from  the
forward-looking statements contained in this Report: (i) the
effect  on  the  Company's competitive position  within  the
market  area where its active adult community is located  of
the  increasing competition from larger national  developers
of  active  adult communities as well as from  regional  and
local developers of single-family residential projects, (ii)
the  effect  of  changes in interest rates;  and  (iii)  the
effect of changes in the business cycle and downturns in the
local, regional or national economies.

Item 2.        Description of Property.

     Except for its conversion and development projects, the
Company  does not own any property.  The Company's executive
offices  are located at 307 South 21st Avenue in  Hollywood,
Florida,  in a 2,500 square foot building owned by  Vacation
Investment Plan, Inc., an entity owned by the HB Group.   In
1999,  the Company paid $28,000 in rent to such entity.   In
the opinion of management, the Company's properties owned by
Colony,  Cove  and  Lakeshore LC are adequately  covered  by
insurance.

Item 3.        Legal Proceedings.

      The  Company  is not a party to, nor  is  any  of  its
property the subject of, any material legal proceeding  that
is  not  routine  litigation  incidental  to  the  Company's
business.

Item 4.        Submission of Matters to a Vote of the Security Holders.

      No  matter was submitted to a vote of security holders
during the fourth quarter of the fiscal year covered by this
report.



                           PART II

Item 5.        Market for Common Equity and Related Stockholder Matters.

      The  Company's  Common Stock  is  traded  on  the  OTC
Bulletin Board under the symbol "SUNE." The following  table
sets  forth  the range of high and low bids for  the  Common
Stock  within the last eight quarters as reported by NASDAQ.
These quotations reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission and  may  not  represent
actual transactions.

       1st Quarter   2nd Quarter   3rd Quarter   4th Quarter

       High   Low    High   Low    High   Low    High   Low
       Bid    Bid    Bid    Bid    Bid    Bid    Bid    Bid

1998   2      1      3-5/8  2-1/2  2      1      4-1/4   1-1/4

1999   2-1/2    1/2  3      1-1/2  2-7/8  1-7/8  1-1/2     5/8

      As of March 31, 2000, the Company had 429 shareholders
of record.

     The Board of Directors has not declared and the Company
has not paid any dividends during the last two years.

      On  October 30, 1998, the Company issued 11,500 shares
of  Common Stock to 115 individual, all of whom were  either
employees  leased to the Company or consultants or  advisors
to the Company and none of whom were members of the HB Group
or their immediate families. These shares were issued for no
consideration and under a one-time bonus plan.  All  of  the
recipients received and executed a contract relating to  the
bonus  plan.  This  offering was made  in  reliance  on  the
exemption  from  the  registration  requirements  under  the
Securities Act of 1933 set forth in Rule 701 to such Act.

      On October 1, 1999, the Company issued, 122,468 shares
of  Common  Stock  to four individuals in  consideration  of
their  efforts  in  assisting  the  Company  in  identifying
potential   opportunities  for  merger   partners   in   the
technology area. In exchange for the shares, the individuals
had  foregone  the  receipt  of  approximately  $120,000  in
consulting  fees.  All  of  these individuals  qualified  as
"accredited investors" within the meaning of Rule 501(a)  of
Regulation D and acquired such shares for investment and not
with  the  view to distribution. This offering was  made  in
reliance  on the exemption from the registration  statements
under  the Securities Act of 1933 set forth in Section  4(2)
of such Act.

Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

      Discussion of the financial condition and  results  of
operations of the Company should be read in conjunction with
the  Company's consolidated financial statements and related
notes which are included elsewhere herein.

Results of Operations.

      For  the  years  ended December  31,  1999  and  1998,
respectively,   net  loss  was  $2,224,000   and   $204,900,
respectively.  For 1999 and 1998, respectively,  basic  (and
diluted)  loss  per  share was $.25 and $.02,  respectively.
The increase in the net loss was primarily due to a decrease
of  $955,000  (or  approximately 30%) in  revenues  in  1999
compared   to   1998  and  an  increase  of   $597,700   (or
approximately 114%) in net interest expense in 1999 compared
to  1998.   The  decrease in revenues  was  a  result  of  a
reduction  in  inventory of condominium units  for  sale  at
Colony   Plaza  and  Pirates  Cove  without  a  commensurate
increase  in  AAC  units for sale at Lakeshore  Club,  where
renovation  activities were being carried out  for  most  of
1999.  The increase in net interest expense was attributable
to  the  debt service with respect to Lakeshore Club, which,
unlike in 1998, the Company had to carry for an entire  year
in 1999.

Key Factors Affecting the Company's Operations.

      Set  forth  below  is a brief description  of  certain
factors that materially affect the Company's operations.

Financing and Leverage

      The  maturity  dates,  interest rate  and  outstanding
balance,  as of December 31, 1999, of the Company's mortgage
loans were as follows:

                                      Maturity   Inter
Borrower    Lender      Secured by      Date      est   Balance
                                                  Rate

Lakeshore   MIG-20      Phase I of   October 1,  18%     2,500,000
LC                      Lakeshore    2001
                        Club

Lakeshore   MIG-24      420 Acres    July 1,     18%       400,000
LC                      (Phase II    2001
                        land)

Lakeshore   BankAtlant  Phase I      October 1,  Prime   6,566,000
LC          ic FSB      Lakeshore    2002        +
                        Club                     1.5%

Lakeshore   Lightsey    420 Acres    April 1,    8%      1,350,000
LC          (Seller)    (Phase II    2009
                        land)

Colony (as  Litchfield  Timeshare    September   Prime     233,700
a partner   Financial   interests    30, 2000    + 3%
in HVV)     Corp

Colony (as  Litchfield  A/R from     Revolving   Prime     311,300
a partner   Corp        sales of     loan with   + 3%
in HVV)                 timeshare    no maturity
                        Interests    date

Colony      Union Bank  Commercial   April 29,   8-3/4%    373,800
                        Component    2003
                        at Colony
                        Plaza

Cove      BankAtlantic  11 unsold    June 30,   10.25%     295,000
                        units        2000

Cove        Union Bank  Commercial   April 29,   8-3/4%    225,400
                        Component    2003
                        at Pirates
                        Cove

                                       TOTAL           $12,255,200

      As  shown above, of the mortgage loans, the loan  from
Litchfield Financial Corp to Colony (as a partner  in  HVV),
secured  by timeshare interests, with a principal amount  of
$233,700, and the loan from BankAtlantic to Cove, secured by
the  11 unsold units, with an aggregate principal amount  of
$295,000,  are  due  in their entirety in  the  next  twelve
months.   With respect to the Litchfield loan, HVV has  been
repaying  this  loan  from proceeds of  sales  of  timeshare
interests; in fact, the principal balance of this loan as of
March   31,  2000,  was  reduced  to  $192,500.   Management
believes  that HVV will be able to refinance this loan  with
the  current lender - it is currently engaged in discussions
with such lender -- or any one of the many other lenders  in
the  Orlando area specializing in timeshare financing.  With
respect to the loan to Cove secured by the 11 unsold  units,
management  believes  that the fair  market  value  of  this
collateral is at least equal to the balance of the  mortgage
and  that  Cove would be able to refinance the  BankAtlantic
loan if a sufficient number of units is not sold before June
30, 2000.

     The loans to HVV from Litchfield Financial Corp. would,
in  the  aggregate, require a debt service of  approximately
$67,000  over  the  next twelve months.  HVV's  income  from
rental of the units and sales of timeshare interests in  the
units  is estimated to be sufficient to carry the two loans.
The timeshare interests are listed for sale as a block at  a
price  which would repay the two loans.  The loan to  Colony
from  Union Bank will be repaid from future installments  of
the  proceeds  of Colony's sale of the Commercial  Component
which, as reported above, took place in February 2000.

      In  terms of Colony's debt service requirements in the
next  twelve  months, the combination of rental income  from
the 11 unsold units and Cove's share of the revenue from the
Commercial Component in 2000 is projected to be sufficient -
if  none  of these units or the Commercial Component  itself
are  sold  and  these loans are not paid off -  to  pay  the
approximately $38,000 in debt service for the twelve months.

     As shown on Exhibit A to the note referenced in Exhibit
10.3,  the  terms  of the acquisition/construction  loan  to
Lakeshore  LC from BankAtlantic calls for certain  principal
payments.   However, under the note, the  borrower  has  120
days  to  make up a shortfall in principal reduction  for  a
given  quarter.   By operation of both of these  provisions,
Lakeshore LC's principal repayment obligations for the  next
twelve  months  under  the BankAtlantic  note  are,  in  the
aggregate, $2.7 million ($225,000 + $787.500 + $1,012,500  +
$675,000).  These principal repayment requirements  must  be
read  in  light of the arrangement agreed to by BankAtlantic
that  $25,000  from the proceeds of each of  the  first  150
units  at  Lakeshore Club would be paid to the lender  as  a
release  price  and that $37,500 of such proceeds  from  the
sale  of  each of the other 350 units would be paid  to  the
lender as a release price.

     Lakeshore LC would be able to repay the $2.7 million in
principal  payments if it were to sell 108 AAC units  during
2000.   As  of March 31, 2000, only one unit has been  sold,
with  only  approximately two dozen units  pending  a  sale.
There  is  no assurance, therefore, that 108 units would  be
sold  in  accordance  with a schedule  which  would  provide
Lakeshore LC with the net proceeds to make timely reductions
of principal.

      If  sales of units at Lakeshore Club continue to occur
slower  than  projected, management will  first  attempt  to
obtain  a  modification  of the BankAtlantic  loan  delaying
principal  repayments further into the  future.   Management
has already advertised Lakeshore Club for sale with the view
to selling it at a price at least sufficient to repay all of
the   indebtedness  of  Lakeshore  LC,  except  the   seller
financing  with  respect  to  the  Phase  II  land.    Also,
management  believes that, given its long-term  relationship
with  BankAtlantic, it has at least until June 30, 2000,  to
convert  Lakeshore Club into a rental project and  refinance
it  as  such.   In this connection, it is to be  noted  that
before  its acquisition by Lakeshore LC, Lakeshore Club  was
an  entirely  rental  project and that  the  units  not  yet
converted  are still being rented by Lakeshore LC, yielding,
during  1999,  approximately $1,057,538  in  rental  income.
Management  believes  that,  if  necessary,  the  units   at
Lakeshore Club could be slightly refurbished and the project
would  be  a  viable rental property that  could  carry  the
existing  debt  on Lakeshore Club.  There is  no  assurance,
however,  that  management's  efforts  to  achieve  a   loan
modification,  an  outright sale or  a  refinancing  into  a
rental project will be successful.

     The interest component of the debt service requirements
of  Lakeshore LC over the next twelve months would  be  paid
timely  and  in  full if sales of 108 units  were  to  occur
during  2000,  from  proceeds of unit sales  and  additional
borrowings  under  the BankAtlantic loan (which  would  then
have  borrowing  capacity  due to  reductions  in  principal
caused  by  the units sold).  In the absence of  significant
sales of units to meet the interest requirements, and until,
if  at all, Lakeshore Club is refinanced as a rental project
and   rental  income  stabilizes,  the  HB  Group  (and  its
affiliated  entities) may continue to make cash advances  to
Lakeshore  LC.   As of December 31, 1999, the total  amounts
advanced  to  Cove,  Colony and Lakeshore  LC,  all  bearing
interest at 12% and due on demand, were as follows:

Member of HB Group                           Amount
Herbert Hirsch                             $356,000
Diane Birdman                               233,000
Harvey Birdman                              185,100
                                    TOTAL            $774,100

Affiliated Entity
VIP                                        1,295,800
Corporate Realty Services, Inc.
    (Accrued fees for administrative          34,000
support services)
                                    TOTAL          $1,329,800
                               GRAND TOTAL         $2,103,900

      To  be  sure, members of the HB Group have  personally
guaranteed the BankAtlantic debt of Lakeshore LC  and  would
be motivated to continue to make advances to Lakeshore LC in
order  to  allow it to meet its cash flow needs.  There  is,
however, no assurance that they will be willing or  able  to
do so for an indefinite period of time.

      In  summary, Colony Plaza and Pirates Cove  have  been
profitable  in  the past, are now breaking  even  and  could
generate  modest  profits when all of its assets  are  sold.
The  sales  at Lakeshore Club, on the other hand, have  been
slower than projected, making Lakeshore LC highly leveraged.
Management's   plan  is  to  see  whether  sales   pick   up
significantly during the first six months of 2000 while,  at
the  same  time,  attempting to sell  the  project  outright
and/or  begin efforts to convert it into a rental  property.
There is no assurance that this plan will succeed.

      Cyclical  Nature of Real Estate Operations  and  Other
Conditions Generally. In general terms, all of the Company's
projects are subject to real estate market conditions  (both
where   they  are  located  and  in  areas  where  potential
customers  reside),  the  cyclical  nature  of  real  estate
operations,   general  national  economic   conditions   and
changing   demographic  conditions.  These   are   long-term
projects  and sales activity varies from period  to  period,
with the ultimate success of any project not to be judged by
results  in any particular period or periods. A project  may
generate  significantly  higher sales  levels  at  inception
(whether because of pent-up demand or other reasons) than it
does  during  later periods. Revenues and  earnings  of  the
Company   will   also   be  affected   by   period-to-period
fluctuations  in the mix of product and unit  closing  among
the Company's projects.

      Profitability of the Company's real estate  operations
also  depend  upon  the availability and  cost  of  mortgage
financing available to the potential buyers of its units. An
increase   in   interest  rates,  which  may   result   from
governmental policies and other factors outside the  control
of the Company, may adversely affect the buying decisions of
potential  unit  buyers  and their  ability  to  sell  their
existing homes.

Item 7.        Financial Statements.

      Attached  as Addendum "FS" are Consolidated  Financial
Statements for the years ended December 31, 1998  and  1999,
including balance sheets and statements of operations,  cash
flows   and  shareholders'  deficits,  accompanied   by   an
independent auditor's report.

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.

     The Company made no change in, and had no disagreements
with its accountants.

Item 9.   Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section 16(a) of
          the Securities and Exchange Act of 1934.

               Position with the Issuer, Term of Service;
Name      Age  Business Experience and Family Relationships

Herbert   59   Mr.  Hirsch  has  served  as  President  and   a
Hirsch         director of the Company since August 1996.   Mr.
               Hirsch's   primary   responsibilities   are   to
               coordinate  all sales and marketing  activities,
               to  review  and approve all sales contracts  and
               closings   and  to  coordinate  all  advertising
               efforts.  Since 1990, Mr. Hirsch, as a member of
               the  HB Group, has been a principal with several
               single  project entities engaged in  the  resort
               condominium    and   second   home   residential
               condominium conversion and development business.

Harvey    61   Mr.   Birdman  has  served  as  Executive   Vice
Birdman        President  and  a director of the Company  since
               August     1996.     Mr.    Birdman's    primary
               responsibilities  are  to initiate  all  project
               acquisitions,  to arrange all financing  and  to
               analyze  all  strategic  and  project  planning.
               Since  1990, Mr. Birdman, as a member of the  HB
               Group,  has  served as a principal with  several
               single-project entities engaged  in  the  resort
               condominium    and   second   home   residential
               condominium conversion and development business.
               Mr.  Birdman is the husband of Diane Birdman and
               father of Louis Birdman.

Diane     55   Mrs. Birdman has served as a Vice President, the
Birdman        Treasurer  and  a director of the Company  since
               August    1996.     Mrs.    Birdman's    primary
               responsibilities   are   to    coordinate    the
               administration  of the condominium  associations
               at  the resort properties owned and developed by
               the   Company  and  to  oversee  the  accounting
               department.   Since  1990,  Mr.  Birdman,  as  a
               member  of  the  HB  Group,  has  served  as   a
               principal  with several single-project  entities
               engaged  in  the resort condominium  and  second
               home  residential  condominium  conversion   and
               development  business.   Mrs.  Birdman  attended
               Broward Community College, where she majored  in
               Accounting,   and  attended  Temple  University,
               where she majored in Business.  Mrs. Birdman  is
               the  wife  of Harvey Birdman and the  mother  of
               Louis Birdman.

Louis     35   Mr.  Birdman has served as a Vice President, the
Birdman        Secretary  and  a director of the Company  since
               August     1996.     Mr.    Birdman's    primary
               responsibilities are to manage  all  design  and
               construction activities, as well as to  interact
               with  municipal  planning, zoning  and  building
               officials.   Mr. Birdman is the owner  of  Louis
               Birdman  Architect, P.A., and was the co-founder
               and  principal-in-charge of  ARC  Avenue,  Inc.,
               from  1985-1995 and co-founder of ARC-CON Design
               Build, Inc., - General Contractors, where he was
               principal-in-charge from 1989-1995.  Mr. Birdman
               is  a  registered  architect in  Florida  and  a
               certified  member  of  the National  Council  of
               Architectural Registration Boards.  He  received
               his Bachelor's degree in Design and Architecture
               from   the   University  of  Florida   and   his
               Bachelor's  degree  in  Architecture  from   the
               University of Miami.  Mr. Birdman is the son  of
               Harvey and Diane Birdman.

Cary      52   Mr.  Greenberg has served as Vice President  and
Greenberg      Chief  Financial  Officer of the  Company  since
               March    1998.     Mr.    Greenberg's    primary
               responsibilities   include  oversight   of   the
               financial   accounting  and  internal   controls
               systems   of  the  Company.   In  addition,   he
               participates  in the analysis of  the  financial
               feasibility  of  proposed  projects.   Prior  to
               joining  the Company, Mr. Greenberg  served  for
               twelve years as the Chief Financial Officer of a
               subsidiary  of  American Greetings  Corporation.
               Mr.  Greenberg is a Certified Public  Accountant
               in New York, Florida and Texas.

Compliance with Section 16(a)

      Because  the Company had no class of equity securities
registered  pursuant  to Section 12 of  the  Securities  and
Exchange Act of 1934 (the "Exchange Act") during the  period
covered  by this report, its securities were not subject  to
the  reporting requirements of Section 16(a) of the Exchange
Act.

Item 10.  Executive Compensation.

(a)  Name of            Capacity in Whit       Aggregate
     Individual         Remuneration was     Remuneration
     or Identity of         Received
     Group

     3 highest paid   Directors, President,       $0
     directors and    Vice-President, and
     executive        Treasurer or
     officers as a    Secretary
     group

(b)  Remuneration pursuant to ongoing plan or arrangement.
     None

Item 11   Security Ownership of Certain Beneficial Owners
and Management.

      The following table sets forth information as of March
31,  2000,  about each shareholder who owns more  that  five
percent (5%) of any class of the Company's securities:

                                     Amount Owned   Percent of
Title of       Name and Address of   Before         Class*
Class          Owner                 Offering

Common Stock,  Herbert Hirsch        1,442,250      16.03%
$.02 par       700 S. Ocean Blvd.,   Shares
value          #1106
               Boca Raton, Florida
               33432

Common Stock,  Harvey Birdman        1,263,250      14.04%
$.02 par       3755 NE 214th Street  Shares
value          Aventura, Florida
               33180

Common Stock,  Diane Birdman         1,514,250      16.83%
$.02 par       3755 NE 214th Street  Shares
value          Aventura, Florida
               33180

Common Stock,  Louis Birdman 1       1,852,250      20.58%
$.02 par       4000 Island Blvd.,    Shares
value          #2701
               Williams Island,
               Florida 33150

Common Stock,  Bonita Hirsch 2       1,745,000      19.39%
$.02 par       700 S. Ocean Blvd.,   Shares
value          #1106
               Boca Raton, Florida
               33432

___________________

*  Percentages are based on 9,000,000 shares of Common Stock
issued and outstanding on March 23, 2000.

1  Includes 100,000 Shares owned by Mr. Birdman's  children.
Mr. Birdman disclaims beneficial ownership of such shares.

2   Includes   300,000  shares  owned   by   Mrs.   Hirsch's
grandchildren. Mrs. Hirsch disclaims beneficial ownership of
such shares.

      The  following table sets forth information about  the
voting  securities held of record as of March 31,  2000,  by
each  of  the officers and directors of the Company and  all
such persons as a group:

                                     Amount Owned   Percent
Title of       Name and Address of   Before         of
Class          Owner                 Offering       Class*

Common Stock,  Herbert Hirsch        1,442,250      16.03%
$.02 par       307 South 21st Ave.   Shares
value          Hollywood, FL 33020

Common Stock,  Harvey Birdman        1,263,250      14.04%
$.02 par       307 South 21st Ave.   Shares
value          Hollywood, FL 33020

Common Stock,  Diane Birdman         1,514,250      16.83%
$.02 par       307 South 21st Ave.   Shares
value          Hollywood, FL 33020

Common Stock,  Louis Birdman 1       1,852,250      20.58%
$.02 par       307 South 21st Ave.   Shares
value          Hollywood, FL 33020

Common Stock,  Cary Greenberg            5,000        .04%
$.02 par       307 South 21st Avenue Shares
value          Hollywood, FL 33020

All Officers                         6,077,000      67.52%
and Directors                        Shares
as a Group

*  Percentages are based on 9,000,000 shares of Common Stock
issued and outstanding on March 31, 2000.

1 Includes 100,000 Shares owned by Mr. Birdman's children.
Mr. Birdman disclaims beneficial ownership of such shares.

      As  of  March  31,  2000, there  were  no  outstanding
options,  warrants  or other rights to  purchase  securities
from the Company.

Item 12.  Certain Relationships and Related Transactions.

Employee Leasing

      Until May 1999, the Company leased employees providing
personnel-related  services  from  P.D.  Payroll  Corp.,   a
Florida  corporation  owned  by  the  HB  Group  ("PD").  PD
employed the sales, administrative and in-house construction
personnel  relating to properties converted by the  Company.
In  addition, PD provided centralized payroll and  personnel
services,  including  worker's compensation  administration.
The  Company  reimbursed PD at cost  for  the  salaries  and
benefits  of  such personnel.  In the last  two  years,  the
Company  paid  $374,000 to PD.  As stated above,  since  May
1999,  these  employees have been employed by  an  unrelated
company.

      The  Company has received administrative support  from
Corporate  Realty Services, Inc. ("CRS"), 48%  of  which  is
owned  by the HB Group.  The administrative support services
have  included such services as record keeping,  accounting,
use of office equipment and management services for each  of
the  properties converted by the Company.  The Company  pays
CRS  a  base  rate fee of $229,000 per annum plus  expenses,
which  management  believes represents an arms-length,  fair
price   for  such  services.   CRS  maintains  credit   with
suppliers  and  is  reimbursed  for  the  cost  of  supplies
incurred  in  connection with the services provided  to  the
resort  properties.  In the last two years, the Company  has
paid $360,000 to CRS.

Other Transactions

      From  time to time, in order to help the Company  meet
its  cash  flow  obligations, members of the  HB  Group  and
entities  controlled  by  them have  made  advances  to  the
Company.   These  advances  have  been  unsecured  and  have
carried  an interest rate of 12%. As of December  31,  1999,
the  Company  owed $774,000 to members of the HB  Group  and
$1,329,000 to entities controlled by the HB Group.

      During  1998, the Company made advances in  the  total
amount of $335,000 to one or more entities controlled by the
HB  Group.   All but $59,500 of these advances,  which  were
unsecured  and  carried interest at 12%, were repaid  during
1999.

      Members of the HB Group own 100% of the stock  of  the
general partner of MIG-9, MIG-10, MIG-20 and MIG-24, each  a
limited  partnership which is a second  mortgage  lender  to
Colony,  Cove and Lakeshore LC, respectively.  The HB  Group
also owns an 18% limited partnership interest in each of MIG-
9,  MIG-10, MIG-20 and MIG-24, which it acquired on the same
terms  as  the  other limited partners.  The mortgage  loans
held by MIG-9 and MIG-10 have been repaid as of December 31,
1998.   In the last two years, the HB Group received in  the
aggregate  $49,750 in their distributive share  of  interest
received by  MIG-9, MIG-10, MIG-20 and MIG-24.

Item 13.  Exhibits, Lists and Reports on Form 8-K.

Exhibit
Number   Sequential Description
-------  ----------------------
3(i)   Articles  of  Incorporation  of  Registrant,  dated
       August  6,  1996,  incorporated  by  reference   to
       Exhibit  2.1 to the Registration Statement on  Form
       10-SB,  File  No. 000-28251, filed on November  21,
       1999  and  which  became effective on  January  21,
       2000.

3(ii)  Amended   and   Restated   Bylaws   of   Registrant
       incorporated  by reference to Exhibit  2.2  to  the
       Registration Statement on Form 10-SB, File No. 000-
       28251, filed on November 21, 1999, and which became
       effective on January 21, 2000.

10.1   Mortgage  and Security Agreement between  Lakeshore
       Club Development, Inc. (predecessor in interest  to
       Lakeshore   Club  Development,  LC)  and   Mortgage
       Investment  Group  20, Ltd.,  dated  September  30,
       1998,  incorporated by reference to Exhibit  6(a).1
       to  the Registration Statement on Form 10-SB,  File
       No.  000-28251,  filed on November  21,  1999,  and
       which became effective on January 21, 2000.

10.2   Mortgage  and Security Agreement between  Lakeshore
       Club Development, LC, and Mortgage Investment Group
       24,  Ltd.,  dated  June 30, 1999,  incorporated  by
       reference  to  Exhibit 6(a).2 to  the  Registration
       Statement on Form 10-SB, File No. 000-28251,  filed
       on November 21, 1999, and which became effective on
       January 21, 2000.

10.3   Consolidation  Promissory Note  made  by  Lakeshore
       Club Development, LC, to the order of BankAtlantic,
       FSB, dated June 30, 1999, incorporated by reference
       to  Exhibit 6(a).3 to the Registration Statement on
       Form  10-SB, File No. 000-28251, filed on  November
       21, 1999, and which became effective on January 21,
       2000.

10.4   Purchase    Mortgage   between    Lakeshore    Club
       Development,  LC,  and  Cary  Lightsey  and   Layne
       Lightsey, dated December 31, 1998, incorporated  by
       reference  to  Exhibit 6(a).4 to  the  Registration
       Statement on Form 10-SB, File No. 000-28251,  filed
       on November 21, 1999, and which became effective on
       January 21, 2000.

10.5   Agreement  and Plan of Merger by and among  SunVest
       Resorts,  Inc.,  US Data Authority,  Inc.  et  al.,
       dated effective March 15, 2000.

21     Subsidiaries of Registrant

27     Financial Data Schedule



No reports on Form 8-K were filed by the Registrant during
the last quarter of 1999.

                         SIGNATURES

      Pursuant to  the  requirements  of Section 13  or 15(d) of
the  Exchange Act, the Registrant has caused this amended report
to be  signed  on  behalf  of the  undersigned,  thereunto  duly
authorized.

                              SUNVEST RESORTS, INC.
                              (Registrant)

                              By:    /S/ Herbert Hirsch
                                      -----------------------------
                                      Herbert Hirsch,
                                      President
                              Date:     April 12, 2000

      Pursuant to the requirements of the Exchange Act, this
report  has  been signed below by the following  persons  on
behalf  of the Registrant and in the capacities and  on  the
dates indicated.

Signature                         Title      Date

/S/ Herbert Hirsch
____________________________    Director     April 12, 2000
Herbert Hirsch

/S/ Harvey Birdman
____________________________    Director     April 12, 2000
Harvey Birdman

/S/ Diane Birdman
____________________________    Director     April 12, 2000
Diane Birdman

/S/ Louis Birdman
____________________________    Director     April 12, 2000
Louis Birdman


                         Addendum FS





           SUNVEST RESORTS, INC. AND SUBSIDIARIES

                 INDEPENDENT AUDITORS' REPORT

                             AND

              CONSOLIDATED FINANCIAL STATEMENTS

            YEARS ENDED DECEMBER 31, 1999 AND 1998



                          CONTENTS

Independent auditors' report                             1
Consolidated financial statements:
Consolidated balance sheets                              2
Consolidated statements of operations                    3
Consolidated statements of   shareholders' deficit       4
Consolidated statements of cash flows                  5-6
Summary of significant accounting policies            7-10
Notes to consolidated financial statements           11-24


                         INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders
Sunvest Resorts, Inc. and Subsidiaries
Hollywood, Florida


We have audited the accompanying consolidated balance sheets
of Sunvest Resorts, Inc. and Subsidiaries as of December 31,
1999  and  1998, and the related consolidated statements  of
operations,  shareholders' deficit and cash  flows  for  the
years  then  ended.   These  financial  statements  are  the
responsibility    of   the   Company's   management.     Our
responsibility  is to express an opinion on these  financial
statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards require  that
we plan and perform the audit to obtain reasonable assurance
about  whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial statements.  An audit also includes assessing  the
accounting principles used and significant estimates made by
management,  as  well  as evaluating the  overall  financial
statement presentation.  We believe that our audits  provide
a reasonable basis for our opinion.

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the   financial  position  of  Sunvest  Resorts,  Inc.   and
Subsidiaries,  as  of December 31, 1999 and  1998,  and  the
results  of  their operations and their cash flows  for  the
years  then  ended  in  conformity with  generally  accepted
accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a  going
concern.   As  discussed in Note 2 of Notes to  consolidated
financial  statements,  the Company has  suffered  recurring
losses from operations and has negative working capital that
raises substantial doubt about the ability to continue as  a
going  concern.   Management's  plan  in  regards  to  these
matters  is  also described in Notes 2 and  3  of  notes  to
consolidated   financial   statements.    The   consolidated
financial  statements  do not include any  adjustments  that
might result from the outcome of this uncertainty.


/S/ Hixson, Marin, Powell & DeSanctis, P.A.

North Miami Beach, Florida
March 31, 2000



           SUNVEST RESORTS, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1999 AND 1998

                            ASSETS
                                            1999           1998

Cash and equivalents                     $      9,200  $    852,800
Deposits held in escrow                        87,300       166,400
Mortgage notes receivable                     603,400     1,096,100
Condominium units held for sale             2,841,600     1,602,200
Condominium units under development         1,454,200     2,958,200
Income producing property                   5,498,000     3,747,800
Land held for future development            1,842,500     1,842,500
Deferred costs                                202,900       313,000
Deferred tax asset                                  -       231,500
Due from affiliates, deemed fully collectible  59,500       335,000
Other                                          47,100       154,900
                                          -----------    ----------
                                         $ 12,645,700  $ 13,300,400
                                         ============  ===========


                  LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities:
  Notes and mortgages payable            $ 12,255,200  $ 11,298,200
  Accounts payable and accrued              1,074,900       590,000
      liabilites
  Deposits on sales contracts                  72,300        61,400
  Due to condominium associations              34,300        56,300
  Advances from shareholders                  774,100       967,700
  Due to related parties                    1,329,800     1,053,800
                                           ----------    ----------
                                         $ 15,540,600  $ 14,027,400
                                           ----------   -----------
Minority interest                              48,500       114,900
                                           ----------   -----------
Financial results, liquidity,
  strategic planning, proposed merger,
  spin-offs, transactions with related
  parties, commitments and
  contingencies (Notes 2, 3 ,7 and 9)

Shareholders' deficit:
  Common stock, $.02 par, authorized
     25,000,000 shares; issued and
     outstanding 9,000,000 shares in 1999
     and 8,877,532 shares in 1998             180,000       177,500
  Capital in excess of par                    699,600       579,600
  Accumulated deficit                      (3,823,000)   (1,599,000)
                                           ----------    ----------
                                           (2,943,400)     (841,900)
                                           ----------    ----------
                                          $12,645,700   $13,300,400

      Read the accompanying summary of significant accounting policies
and notes to consolidated financial statements, both of which are an integral
              part of this consolidated financial statement.


           SUNVEST RESORTS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF OPERATIONS
           YEARS ENDED DECEMBER 31, 1999 AND 1998

                                              1999        1998
Revenues:
  Condominium units                       $  883,100  $ 2,109,300
  Timeshare interests                        111,800      488,700
  Rents                                    1,239,200      591,100
                                          ----------   ----------
                                           2,234,100    3,189,100
                                          ----------   ----------
Cost of sales:
  Condominium units                          439,400    1,527,600
  Timeshare interests                         60,800      184,500
  Rents                                      731,400      114,900
                                           1,231,600    1,827,000
                                           ---------    ---------
                                           1,002,500    1,362,100
                                           ---------    ---------
Operating expenses:
  Advertising                                131,500       34,700
  Selling and promotion                      277,200      168,700
  General and administrative               1,285,300      877,100
  Depreciation and amortization              350,600      208,400
                                           ---------    ---------
                                           2,044,600    1,288,900
                                           ---------    ---------

Income (loss) before  other income
(expenses), minority interest and
provision for income taxes (benefit)      (1,042,100)      73,200
                                          ----------    ---------
Other income (expenses):
  Interest income                            120,200      219,300
  Other                                      106,600      134,600
  Interest expense                        (1,243,600)    (745,000)
                                          ----------     --------
                                          (1,016,800)    (391,100)
                                          ----------     --------
(Loss) before minority interest and
 provision for income taxes (benefit)     (2,058,900)    (317,900)

Minority interest in (income) losses
of joint venture                              66,400      (27,700)
                                          ----------     --------
(Loss) before provision for income
taxes (benefit)                           (1,992,500)    (345,600)

Provision for income taxes (benefit)         231,500     (140,700)
                                          ----------    ---------
Net (loss)                              $ (2,224,000)  $ (204,900)
                                        ============   ==========
(Loss) per share of common stock:
  Basic                                      $ (0.25)     $ (0.02)
                                        ============   ==========
  Diluted                                    $ (0.25)     $ (0.02)
                                        ============   ==========
Weighted average common shares outstanding
   used in computing basic and diluted (loss)
  per share of common stock                8,910,749    8,868,080
                                         ===========   ==========

      Read the accompanying summary of significant accounting policies
         and notes to consolidated financial statements, both of
    which are an integral part of this consolidated financial statement.


           SUNVEST RESORTS, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
           YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                     Common Stock
                                       Total       Shares     Amount
                                    ---------    ---------------------
Balance, beginning                  $(648,500)   8,866,032    $177,300

Year ended December 31, 1998:

  Common stock issued for              11,500       11,500         200
      promotional purposes

  Net (loss)                         (204,900)           -           -
                                    ---------    ---------    --------
Balance, December 31, 1998           (841,900)   8,877,532     177,500

Year ended December 31, 1999:

  Common stock issued for professional
     services                         122,500      122,468       2,500

  Net (loss)                       (2,224,000)           -           -
                                  -----------    ---------    --------
Balance, ending                   $(2,943,400)   9,000,000    $180,000
                                  ===========    =========    ========

                                       Capital in        Accumulated
                                      excess of par        deficit
Balance, beginning                       $568,300        $(1,394,100)

Year ended December 31, 1998:

  Common stock issued for                  11,300
     promotional purposes

  Net (loss)                                    -           (204,900)
                                        ---------        -----------
Balance, December 31, 1998                579,600         (1,599,000)

Year ended December 31, 1999:

  Common stock issued for
     professional services                120,000

  Net (loss)                                    -         (2,224,000)
                                        ---------        -----------
Balance, ending                        $  699,600        $(3,823,000)
                                       ==========        ===========

   Read the accompanying summary of significant accounting
                          policies
   and notes to consolidated financial statements, both of
                    which are an integral
       part of this consolidated financial statement.



           SUNVEST RESORTS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS
           YEARS ENDED DECEMBER 31, 1999 AND 1998

                                              1999       1998
Cash flows from operating activities:
  Sources of cash:
    Customers                               $1,426,500     $2,684,700
    Proceeds from sale of mortgage notes
        receivable                             563,000        783,700
    Interest and dividends                     139,400        206,700
    Rents                                    1,244,300        592,500
    Other                                      175,100        120,200
                                             ---------      ---------
                                             3,548,300      4,387,800
  Uses of cash:                              ---------      ---------
    Condominium units                        1,628,700      2,878,900
    Suppliers and employees                    943,900      1,424,400
    Interest                                 1,239,800        701,600
    Rental properties                          731,400        114,900
                                             ---------      ---------
                                             4,543,800      5,119,800
                                             ---------      ---------
  Cash (used-in) operating activities         (995,500)      (732,000)

Cash flows from investing activities:
  Sources of cash:
    Related parties                            193,500              -

  Uses of cash:                              ---------      ---------
    Payments for:
      Related parties                                -         74,800
      Shareholders                             193,600        270,100
      Income producing property                793,600      2,802,600
      Land held for future development               -      1,814,100
      Other assets                              11,300        168,600
                                             (998,500)     (5,130,200)
                                            ---------      ----------
  Cash (used-in) investing activities        (805,000)     (5,130,200)

Cash flows from financing activities:
  Sources of cash:
    Proceeds from:
      Mortgages and notes                    2,880,500      7,011,100
      Mortgage, related party                        -      2,500,000
      Minority interests                             -         37,100
                                             ---------     ----------
                                             2,880,500      9,548,200

  Uses of cash:
    Payment of:
      Mortgages and notes                    1,923,600      3,256,600
                                             ---------      ---------
  Cash provided by financing activities        956,900      6,291,600
                                             ---------      ---------
Increase (decrease) in cash and               (843,600)       429,400
     equivalents

Cash and equivalents, beginning                852,800        423,400
                                             ---------      ---------
Cash and equivalents, ending                 $   9,200      $ 852,800
                                             =========      =========

   Read the accompanying summary of significant accounting
                          policies
   and notes to consolidated financial statements, both of
                    which are an integral
       part of this consolidated financial statement.



           SUNVEST RESORTS, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
           YEARS ENDED DECEMBER 31, 1999 AND 1998

                                              1999         1998
                                          -----------    ---------
Reconciliation of net (loss) to cash
(used-in) operating activities:

Net (loss)                                $(2,224,000)   $(204,900)

Adjustments to reconcile net (loss) to
  cash (used-in) operating activities:
     Depreciation and amortization            350,600      208,400
     Deferred income taxes                    231,500     (140,700)
     Services paid in form of common stock    122,500       11,500
     Provision for losses on loans            138,000       15,000
         receivable
     Minority interest in joint ventures'     (66,400)      27,700
        income (loss)

  Changes in assets and liabilities:
     Deposits held in escrow                   79,100       37,600
     Mortgages receivable                     354,700      836,000
     Condominium units                       (563,100)  (1,596,700)
     Prepaid expenses and other               107,800      (33,000)
     Accounts payable and accrued             484,900      196,000
        liabilities
     Due to condominium association           (22,000)      (7,500)
     Deposits on sales contracts               10,900      (81,400)
                                            ---------   ----------
Total adjustments                           1,228,500     (527,100)
                                            ---------   ----------
Cash (used-in) operating activities        $ (995,500)  $ (732,000)
                                           ==========   ==========

   Read the accompanying summary of significant accounting
                          policies
   and notes to consolidated financial statements, both of
                    which are an integral
       part of this consolidated financial statement.


           SUNVEST RESORTS, INC. AND SUBSIDIARIES
         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           YEARS ENDED DECEMBER 31, 1999 AND 1998


Basis of accounting:
-------------------
SunVest   Resorts,  Inc.  and  Subsidiaries  (the   Company)
prepares   its  financial  statements  in  accordance   with
generally  accepted accounting principles.   This  basis  of
accounting  involves the application of accrual  accounting;
consequently, revenues and gains are recognized when earned,
and  expenses  and  losses  are  recognized  when  incurred.
Financial  statement items are recorded at  historical  cost
and may not necessarily represent current values.

Principles of consolidation:
---------------------------
The  consolidated financial statements include the  accounts
of   SunVest  Resorts,  Inc.  and  all  subsidiaries.    All
significant  inter-company balances  and  transactions  have
been eliminated in consolidation.

Management estimates:
--------------------
The  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  and  disclosure   of
contingent  assets  and  liabilities  at  the  date  of  the
financial  statements and the reported amounts  of  revenues
and  expenses during the reporting period.  Certain  amounts
included in the financial statements are estimated based  on
currently available information and management's judgment as
to  the  outcome  of  future conditions  and  circumstances.
Changes  in  the  status of certain facts  or  circumstances
could  result in material changes to the estimates  used  in
the  preparation  of  the financial  statements  and  actual
results could differ from those estimates.  Every effort  is
made to ensure the integrity of such estimates.

Fair value of financial instruments:
-----------------------------------
The  carrying  amounts of cash and equivalents,  receivables
(mortgage notes, trade, other and related parties), accounts
payable,  accrued  liabilities and due  to  related  parties
approximate their fair values because of the short  duration
of these instruments.

Impairment of long-lived assets:
-------------------------------
Long-lived assets and certain identifiable intangibles  held
and used by the Company are reviewed for possible impairment
whenever  events  or  circumstances  indicate  the  carrying
amount of an asset may not be recoverable.

Revenue recognition:
-------------------

Condominiums:

The Company utilizes the full accrual method when all of the
following conditions are met: (a) buyer/seller are bound  by
contract,   consideration  exchanged  after   certain   down
payments and other continuing investments tests are met (not
less than 10% of the sales price), financing is arranged and
all  conditions have been met by closing; (b) investment  is
considered   adequate;  (c)  no  future   subordination   of
receivables  and  (d)  ownership  of  the  unit   has   been
transferred.   Gain  (revenue less related  costs)  is  then
recognized  when  the collectibility is reasonably  assured,
the  process  is  substantially complete and  the  requisite
rescission period has expired.  The agreement provides  that
the  condominium  unit is collarteralized  to  its  mortgage
note, payable monthly with interest at 9.875% over a fifteen-
(15) year period.

Timeshare units:

Revenues  on  sales  of timeshare interests  are  recognized
using  the full accrual method when a minimum of 10% of  the
sales price has been received in cash, the refund period has
expired,  collectibility of the receivable representing  the
remainder of the sales price is reasonably assured  and  the
Company  has  completed substantially all of its obligations
with respect to the development related to the project.   In
cases  where  not  all development has been  completed,  the
Company recognizes revenue in accordance with the percentage
of  completion method of accounting.  For those units  sold,
all  development has been completed.  When a unit  is  sold,
the  Company may finance a portion of the sales  price  with
interest  at eighteen percent (18.0%) for a seven- (7)  year
period.   Maintenance  fees on sold units  are  paid  to  an
independent association of the unit owners.  The sold  units
do  not apply to a specific unit and the buyer retains a fee
simple  ownership of real estate.  The timeshare unit  owner
has  the right to use the type of unit acquired for  a  one-
week period annually.

Rentals:

Revenues from rentals is recognized using the straight  line
method over the life of the lease.

Other information:

Profit  is  recognized  on estimates of  the  average  gross
profit  per  unit  within  each resort  property  after  the
allocation  of acquisition and development costs based  upon
average cost per unit.  Estimated profits are deferred until
sales   meet   the  requirements  for  revenue  recognition.
Certain  sales with receipts less than the minimum requisite
of 10% are accounted for using the installment method, under
which,  gain  is  recognized as principal  payments  on  the
related notes are collected.

The  sales  price,  less  provisions  for  loan  losses  and
cancellations  (net of retained payments),  is  recorded  as
revenue  and  the  estimated  average  cost  of  the  resort
condominium units and timeshare interest is charged  against
income  in  the  year  of  revenue  recognition.   Estimated
profits   may   be  deferred  until  the  sale   meets   the
requirements  for  sales  of  real  estate.   All   payments
received prior to revenue recognition are accounted  for  as
deposits  on sales contracts.  Installment notes  receivable
(resulting   from  sales)  are  deemed  cancelled   when   a
delinquency  is  greater  than ninety  days  (90).   If  the
cancellation  occurs in the year of sale, revenue  on  those
sales  are  reversed.  If the cancellation occurs subsequent
to  a  year  end,  the cancellation will be charged  to  the
allowance for cancellation.

Cash and equivalents:
--------------------
The   Company   considers  all  highly  liquid   investments
purchased with original maturities of three months  or  less
to be cash equivalents.

Real property:
-------------
Condominium units held for sale and other real property  are
stated  at  the lower of cost or market.  Costs include  the
original acquisition, carrying costs capitalized during  the
development period and the cost of improvements.

Costs   incurred   for   the  timeshare   condominiums   are
capitalized and include costs of acquisition, renovation and
carrying costs.

Income  producing property retained by the Company is stated
at  cost,  less  accumulated depreciation.  Depreciation  is
computed  on the straight-line method over estimated  useful
lives of the assets.  Estimated useful lives are as follows:

                                             Estimated
                                           Useful Lives
                                            (in years)
                                           ------------
     Land improvements                          15
     Buildings and improvements                 30
     Furniture, fixtures and equipment        5 - 10

The  cost of the land, buildings and equipment was allocated
from  the original purchase price for that portion  that  is
being retained by the Company.

Repairs  and  maintenance  are  charged  to  operations   as
incurred,  and expenditures for significant betterments  and
renewals   are  capitalized.   The  cost  of  property   and
equipment  retired  or  sold,  together  with  the   related
accumulated  depreciation, are removed from the  appropriate
asset  and depreciation accounts, and the resulting gain  or
loss is included in operations.

Land held for future development:
--------------------------------
Land held for future development consists of undeveloped and
partially developed land and is carried at the lower of cost
or net realizable value.

Capitalized costs:
-----------------
Interest  and  real estate taxes incurred and applicable  to
property  being developed are capitalized to  the  property.
These  amounts  are stated at cost not in excess  of  market
value.

Amortization:
------------
Loan and organizational costs are being amortized using  the
straight-line  method over a period not exceeding  five  (5)
years.   Deferred condominium conversion costs are amortized
based  upon  the  sale  of condominium  units  and  deferred
management agreement costs are amortized over the  terms  of
the agreements, not exceeding 15 years.

Advertising:
-----------
The Company expenses advertising costs incurred.

Income taxes:
------------
The  Company files a consolidated tax return and adheres  to
the  asset/liability approach for financial  accounting  and
reporting for income taxes.  Income tax expense is  provided
for   the  tax  effects  of  transactions  reported  in  the
financial  statements and consists of  taxes  currently  due
plus deferred taxes related primarily to differences between
the  bases of the balance sheet for financial and income tax
reporting.    The   deferred  tax  assets  and   liabilities
represent  the future tax consequences of those differences,
which  will  either be taxable or deductible when  they  are
recovered  or  settled.  Deferred taxes are also  recognized
for  operating  losses that are available to  offset  future
taxable income and tax credits that are available to  offset
future income taxes.  The effect on deferred tax assets  and
liabilities  of a change in tax rates is recognized  in  the
period  that  includes  the  enactment  date.   A  valuation
allowance is provided on deferred tax assets when it is more
likely than not that the asset will not be realized.

Per share amounts:
-----------------
Basic  (loss) per share is calculated by dividing net (loss)
by  the weighted average number of common shares outstanding
throughout  the  year.  Diluted (loss)  per  share  includes
additional  dilution from potential common  stock,  such  as
stock options and warrants.  There were no stock options and
warrants  authorized, issued or outstanding for the  current
two (2) years.

Stock based compensation:
------------------------
The   Company  applies  the  intrinsic  value   method   for
accounting   for  stock  based  compensation  described   by
Accounting Principles Bound Opinion No. 25, "Accounting  for
Stock  Issued  to Employees."  Had the Company  applied  the
fair  value  method described by the Statement of  Financial
Accounting  Standards Board (SFAS) No. 123, "Accounting  for
Stock-Based  Compensation," it would report  the  effect  of
compensation  expense for stock based compensation  as  pro-
forma effects on income and earnings per share, if material.

Accounting for transfer of financial asset:
------------------------------------------
Accounting  for Transfers and Servicing of Financial  Assets
and  Extinguishments of Liabilities provides accounting  and
reporting standards for transfers and servicing of financial
assets  and  extinguishments of liabilities.   The  standard
provides  for  distinguishing transfers of financial  assets
that  are  sales  from  transfers  that  are  collateralized
borrowings.   The  standards would  require  that  servicing
assets be measured by allocating the carrying amount between
the assets sold and retained interests based on
their  relative  fair  value.   Implementation  of  the  new
standard does not have a material impact on the consolidated
financial  statements,  as the book  values  of  receivables
approximate fair value.

Comprehensive income:
--------------------
The   Company  adapted  Statement  of  Financial  Accounting
Standards  Board  (SFAS)  No. 130, "Reporting  Comprehensive
Income."   Comprehensive income includes net income and  all
changes  in  an  enterprise's  other  comprehensive   income
including,  among other things, foreign currency translation
adjustments  and  unrealized gains  and  losses  on  certain
investments in debt equity securities.  Comprehensive income
and  its  components would be displayed in the  consolidated
statement   of   shareholders  deficit.    There   were   no
differences  between  net  (loss) and  comprehensive  income
(loss) for each year.

Segment reporting:
-----------------
The   Company  adapted  SFAS  No.  131,  "Disclosures  about
Segments  of  an Enterprise and Related Information."   This
Statement  establishes  standards for reporting  information
about operating segments in annual financial statements, and
requires  that  an  enterprise report  selected  information
about  operating segments.  The Company does not expect  the
adoption of this statement to have a material impact on  its
financial condition or results of operations.

Accounting Pronouncements:
-------------------------
The  Financial Accounting Standards Board (FASB) has  issued
SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities."  SFAS 133 establishes accounting and  reporting
standards  for derivative financial instruments and  hedging
activities   and   requires  Companies  to   recognize   all
derivatives  as either assets or liabilities on the  balance
sheet  and  measure them at fair value.   The  SFAS  has  no
impact  on  the  consolidated financial  statements  of  the
Company.

The  American  Institute  of  Certified  Public  Accountants
(AICPA)  has  issued  Statement  of  Position  (SOP)   98-1,
"Accounting for the Costs of Computer Software Developed  or
Obtained  for  Internal  Use"  which  provides  guidance  on
accounting  for  the costs of developing  computer  software
intended  for internal use. The adoption is not expected  to
have a material impact on the Company's consolidated results
of operations or financial position.

The AICPA issued SOP 98-5. "Reporting on the Costs of Start-
Up Activities," which requires that costs incurred for start-
up  activities  be expensed as incurred.  The  adoption  not
expected   to  have  a  material  impact  on  the  Company's
consolidated financial statements.

The  AICPA  issued  SOP  98-9, Modifications  of  SOP  97-2,
Software  Revenue  Recognition,  With  Respect  to   Certain
Transaction" which amends SOP 97-2 and supersedes SOP  98-4.
SOP 98-9 requires recognition of revenue using the "residual
method" in a multiple-element software arrangement when fair
value  does  not  exist  for one or more  of  the  delivered
elements  in the arrangement.  Under the "residual  method,"
the total fair value of the undelivered elements is deferred
and recognized in accordance with SOP 97-2,  The adoption is
not   expected   to  have  a  material  on   the   Company's
consolidated financial statements.

Reclassification:
----------------
In  order  to  facilitate the comparison of financial  data,
certain  amounts  reported in the prior  periods  have  been
reclassified  to  conform with the current year's  reporting
format.



           SUNVEST RESORTS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           YEARS ENDED DECEMBER 31, 1999 AND 1998


1.  Organization and business:
    -------------------------
SunVest Resorts, Inc. (SunVest Delaware) was incorporated in
the State of Delaware on March 5, 1985.  Prior to August  2,
1996,  SunVest  Delaware had no active business  operations.
On July 16, 1996, SunVest Delaware's shareholders approved a
proposal  to acquire two Florida corporations, Colony  Plaza
Development,  Inc.  (Colony)  and  Cove  Development,   Inc.
(Cove), in exchange for shares of SunVest Delaware's  common
stock.   The  shareholders  also  approved  the  change   in
corporate  name  to  Sunvest Resorts,  Inc.  and  authorized
capitalization  to consist of 25,000,000  shares  of  common
stock, $.02 par value per share.

SunVest Resorts, Inc. a Florida corporation was organized on
August  2,  1996  under the laws of the  State  of  Florida.
SunVest   and  subsidiaries  (the  Company)  purchases   and
converts  hotel  properties in or near tourist  destinations
and  resort  areas (resort properties) to condominiums.   In
addition,  the  Company  develops,  markets,  operates   and
finances   whole  ownership  interests  (condominiums)   and
vacation ownership interests (timeshares) in condominiums in
Company-owned resort properties.  Condominiums are generally
purchased  as  a  second home or vacation getaway;  whereas,
timeshare units provide buyers with the exclusive  right  to
use  a condominium unit, typically for a one-week period  of
time each year.

SunVest  Delaware  issued 8,000,000  shares  of  its  common
stock,  $.02  par value in exchange for all the  outstanding
common  stock  of  Colony and Cove.  On August  2,  1996,  a
wholly  owned Florida subsidiary also named SunVest Resorts,
Inc.  was  created  and a merger was effected  in  order  to
change the Company's corporate domicile to Florida.

The  Company's  subsidiaries and  percentage  owned  are  as
follows:

                                Percentage   State      Date of
         Company                  Owned    Organized  Organization    Ownership
-------------------------       ---------- ---------  ------------    ---------
Colony Plaza Development, Inc.    100%      Florida   April 11, 1995   Direct
Cove Development, Inc.            100%      Florida   July 20, 1995    Direct
Holiday Vacation Ventures, G.P.    66%      Florida   April 26, 1996  Indirect
Cove Vacation Ventures, G.P.      100%      Florida   April 26, 1996  Indirect
Lakeshore Club Development, L.C.  100%      Florida   June 21, 1999    Direct

The  Company  presently owns two resort  properties,  Colony
Plaza Resort Condominium in Ocoee, Florida (302 units) which
is  owned by Colony, and Pirates Cove Resort Condominium  in
Daytona Beach Shores, Florida (174 units) which is owned  by
Cove.  Each of the resort properties has been converted from
a hotel into a resort condominium in which the Company sells
condominium  units.  The Company and its assignees  maintain
an  easement to the condominium property to facilitate hotel
operations.

In  June  1996, Colony sold ninety-four (94) whole  interest
condominium  units  to Holiday Vacation  Ventures  (HVV),  a
general  partnership in which Colony had a 50% interest  and
subsequently  increased  to 66% (related  party).   HVV  has
since  renovated  and  combined  twenty-five  (25)  of   the
condominium units into thirteen (13) condominium  units  for
sale as six hundred seventy-six (676) timeshare units and is
actively marketing them. Through 1998, HVV sold back  47  of
the  remaining sixty-nine (69) condominium units  to  Colony
leaving  a  balance of 22 units which may be sold  as  whole
interests or renovated in the future into units for sale  as
timeshare units.

The   Company,  through  Lakeshore  Club  Development,  L.C.
(Lakeshore  LC) acquired Lakeshore Club Villas,  a  500-unit
110-acre  rental  complex  plus  420  acres  of  undeveloped
adjoining land.  The plan is to convert and market the units
as  a  residential community and /or rental  property.   The
undeveloped  land  (the Lightsey Parcel) has  a  development
capacity for additional units and a golf course.  (Read Note
2 of notes to consolidated financial statements).

Certain portions of the resort properties have been retained
by  the Company and are not being conveyed to the buyers  of
either  whole  interests  or  timeshare  units  or  to   the
condominium associations.  Retained portions consist of  the
resort  property's recreational and commonly used facilities
such  as pools, parking areas, lobbies and restaurants which
are  contiguous to the condominium units.  Owners and  their
guests will have rights of access and use of such facilities
subject  to  certain terms and conditions.  The  condominium
associations  will be responsible for all  costs  associated
with  the  maintenance and operations  of  such  facilities.
Cove has two parcels of land held for future development.

The  cost  of  the  property less amounts allocated  to  the
various  components of the property acquired  are  based  in
part  upon appraisals by independent property appraisers  at
the time of purchase.

2.  Financial results, liquidity and strategic planning:
    ---------------------------------------------------
The  Company  has  incurred a net  loss  of  $2,224,000  and
deficit cash flows from operations of $995,500 for the  year
ended  December 31, 1999.  From inception, the  Company  has
reported  net losses of $1,731,600, deficit cash flows  from
operations  of $6,959,900 and as of December  31,  1999  has
deficit equity of $2,943,400.  To date, operating losses and
cash  flow deficits have been funded through borrowings (net
of   repayments)  of  approximately  $14,299,600,  of  which
approximately  $4,544,400  have  been  from  the   principal
shareholders and other related parties.  Since, January 2000
the  Company's management team has been developing  a  broad
operational  and financial restructuring plan. The  plan  is
designed to sell income-producing properties, land held  for
future  development and certain other assets in addition  to
the restructuring of operating costs and divestiture.

Despite its negative cash flow, the Company has been able to
secure   financing   to  support  the  operations   of   its
subsidiaries  to  date  based on  credit  support  from  the
majority shareholders.  Between December 31, 1999 and  March
31,  2000 the Company has obtained additional financing  for
its  subsidiaries  through  its principal  shareholders  and
other  related  parties.  In addition to the  related  party
borrowings,  the  subsidiaries have  drawn  down  all  funds
available from third party sources.

Going  forward, significant amounts of additional cash  will
be  needed to pay for the proposed business plan and to fund
losses  until the Company has reached profitable operations.
Based  on  management's proposed plan, the Company estimates
that  at  least  $1,500,000 would be required  to  fund  the
Company's operations through the end of 2000.  In  order  to
meet  these shortfalls, in addition to the funding generated
by   the  related  parties  the  Company  subsequently  sold
developer  retained  property and  investment  in  land  for
approximately   $1,450,000   resulting   in   a   gain    of
approximately $1,055,000, both to an unrelated  third  party
(both through Colony).  Proceeds from the sales amounted  to
$275,000,  were utilized to reduce bank debt ($100,000)  and
shareholders  advances ($175,000).   The  balances  due  the
Company  of $1,175,000 bear interest at 7%, payable in  full
with  accrued  interest  on  the anniversary  dates  ranging
between   February   and  March   2001.    The   notes   are
collateralized  by  the property sold.  In  the  opinion  of
management,  the  outstanding  principle  balance  and   the
related interest will be fully collectible.

On  March  24,  2000, the seller-mortgagee of  the  Lightsey
Parcel  informed Lakeshore LC its intention to foreclose  on
the   Lightsey   Parcel  that  is  land  held   for   future
development.   Management has yet to decide what  action  to
take  regarding  the notice of foreclosure with  respect  to
this  non-recourse mortgage.  If management determined  that
it is in the Company's best interest to convey the land back
to the original seller then the mortgage note for $1,350,000
and  land  with a related cost basis of $1,350,000  will  be
eliminated.   There will be no gain or loss as a  result  of
the foreclosure.

In   addition  to  the  sales  and  foreclosure   previously
discussed,   management  has  also  placed  on  the   market
Lakeshore  Club  property itself, with an original  cost  of
$5,408,000 and a basis of $10,037,600 with improvements  and
other  capitalized  costs.   The Company  had  the  property
appraised on July 8, 1999.  The appraisal report valued  the
property  "as  is" condition, in bulk to a single  buyer  at
$8,000,000.   The market value in "as renovated"  condition,
in  bulk  to a single buyer was $18,000,000.  Debt  on  this
property as of December 31, 1999 is approximately $6,566,000
to  an  unrelated  party  and an  additional  $2,900,000  to
related parties.  The debt does not include accrued interest
of  $43,500  as  of  December 31, 1999.  Management  has  an
asking  price  ranging between $10,000,000  to  $15,000,000.
The  Company  has  had discussions with  two  (2)  potential
purchasers,  one of whom has turned down the  project  after
its  due  diligence.   Management is  still  in  preliminary
discussions  with  the second party.  No  assurance  can  be
given  that the property can be sold to an independent third
party.

No  assurances can be given that management's business plans
will   be   executed  as  discussed  or  that  the   funding
requirements  would continue from the shareholders,  related
parties or other sources. The Company is continuing to  seek
other  methods  to support its turnaround  efforts.   It  is
management's opinion that its current credit arrangements is
sufficient  to  meet  the  cash flow  requirements  for  the
current year.  It is management's opinion that it has  under
development a business plan that if successfully funded  and
executed,  can significantly improve the financial condition
of  the  Company.   Read  Note 3 of  notes  to  consolidated
financial statements that discusses a potential merger, spin-
offs and new business.

3.  Proposed merger and divestiture:
    -------------------------------
In  March  2000, the Company entered into an  Agreement  and
Plan  of  Merger  with  US Data Authority,  Inc.  (USDA),  a
privately  held Florida corporation which was  organized  on
January  15,  1999.   USDA provides  a  range  of  bandwidth
("Internet")  services and network management, primarily  to
business  customers.   USDA provides  Internet  access,  co-
location  access  and remote access on a high-speed  digital
network.   USDA  will  also  provide  computer  and  network
support  services.   USDA  will  act  as  a  bridge  between
national   and   local   providers  and   plans   to   offer
competitively  priced  access across  the  whole  nation  at
prices ranging 40% to 50% below the national average.   USDA
together  with  a national company, will offer  routers  and
processor based servers which USDA has determined to be  far
easier  to  install  and troubleshoot  than  other  industry
leaders.

Under  the  terms of the proposed merger, the  Company  will
effect  a  3.6:1 reverse stock split, which will reduce  the
outstanding shares of the Company from 9,000,000  shares  to
2,500,000.  The Company will also divest itself of its three
(3)   direct   operating  subsidiaries  (Cove,  Colony   and
Lakeshore  LC) by distributing their shares to  the  Company
shareholders  as  a  dividend.   Then,  under   the   Merger
Agreement USDA would merge into the Company, with  the  USDA
shareholders receiving 90% of the post merger equity of  the
Company.  The  transaction will  be  accounted  for  by  the
purchase  method.  Accordingly the purchase  price  will  be
allocated  to  the  net  assets  acquired  based  on   their
estimated fair values.  Should the merger occur, the Company
would  change  its  line of business to an internet  service
provider.  The Company has filed an information statement in
accordance  with Rule 14F-1 of the Securities  Act  of  1934
pertaining to the anticipated designation of persons to  the
Board of Directors as a result of this Agreement and Plan of
Merger.   The  Company  expects the  partial  year  earnings
impact in the year 2000 to be neutral.

Unaudited  financial information as of December 31,1999  and
from  inception (January 15, 1999) to December 31,  1999  of
USDA as provided to management is summarized as follows:

                  US Data Authority , Inc.
         Condensed Balance Sheet - December 31, 1999
                         (Unaudited)
                        (000 Omitted)

            Assets                    Liabilities and Equity
Current Assets:                  Current Liabilities
Cash and equivalents     $ 16      Accounts payable          $ 25
Accounts receivable       101      Current and deferred
Due from officers          46        Income taxes              38
                         ----                                ----
Total current assets      163        Total current
                                        liabilities            63

Furniture and equipment    50    Shareholder's equity:
                                   Common stock         5
Other assets               10      Retained earnings $155    160
                         ----                                ---
                         $223                               $223

                     US Data Authority, Inc.
                Condensed Statement of Operations
     From Inception (January 15, 1999) to December 31, 1999
                           (Unaudited)
                          (000 Omitted)
Sales                                                $  429
Cost of Sales                                           147
                                                     ------
                                                        282
Operating expenses
     Selling, general and administrative                 89
                                                     ------
Income before provision for income taxes                193
Provision for income taxes, current and deferrerd        38
                                                     ------
Net income                                           $  155
                                                     ======

Management of USDA does not consider its Company  to  be  in
the  development  stage, since it has  commenced  meaningful
operations.

As  indicated  above, if the merger with  USDA  occurs,  the
Company   will  cause  a  divestiture  (spin-off)   of   its
subsidiaries  (Cove, Colony and Lakeshore LC) as a  dividend
to  its  shareholders  on a one for one  basis,  subject  to
approval  of  the  Board of Directors. A  spin  off  is  the
separation  of one corporation into two or more corporations
with  the same shareholders owning the separate corporations
directly.  As  a result of the spin-offs, the Company  would
reduce  its  net  deficit  to  approximately  $221,700   and
effectively   have   no  assets  or  liabilities.   If   the
divestiture  occurs, the consolidated financial  results  of
the Company would be restated to reflect the divestitures.

The  following pro forma information is provided to  reflect
the effect on shareholders deficit of the divestiture of the
subsidiaries as if it had occurred on January 1, 2000:

                               As       Pro Forma        Pro Forma
                           originally  Adjustments    January 1, 2000
                            Reported
                           -----------------------    ---------------
Shareholders' equity
(deficit                   $   180,000 $        -      $    180,000
  Common stock
  Capital in excess of par     699,600          -           699,600
  Accumulated deficit       (3,823,000  2,721,700        (1,101,300)
                           -----------  ---------      ------------
                           $(2,943,400) 2,721,700      $   (221,700)
                           ===========  =========      ============

No  assurances  can be given that the management's  plan  of
merger and divestiture would occur as planned.

4.  Concentration of credit risk:
    ----------------------------
Financial  instruments that potentially subject the  Company
to concentrations of credit risk consist principally of cash
and  equivalents, mortgage notes receivable and amounts  due
from  related  parties.  During the year,  the  Company  had
deposits   with   financial  institutions,  which   exceeded
federally  insured  limits covered by  the  Federal  Deposit
Insurance   Corporation  and  other  agencies.    Management
regularly monitors their balances and attempts to keep  this
potential  risk  to a minimum by maintaining their  accounts
with  financial institutions that they believe are  of  good
quality.

The  Company  may have a concentration of credit  risk  with
respect  to mortgage notes receivable and amounts  due  from
related  parties.   The  Company  has  a  large  number   of
geographically  dispersed customers  on  which  it  performs
ongoing   credit   evaluations  and  has   not   experienced
significant  losses. The Company maintains an allowance  for
loan  losses based upon the expected collectibility  of  all
receivables.  Therefore, no additional  credit  risk  beyond
amounts  provided for collection losses is believed inherent
in  the Company's mortgage notes and accounts receivable and
to date have been within management's expectations.

5.  Mortgage notes receivable:
    -------------------------
The Company provides mortgage financing to its customers  in
connection with the sale of condominium and timeshare units.
Such  mortgages, which are collateralized  by  the  unit  or
interest sold, bear interest at rates ranging from 9.50%  to
18%  a  year  and  are payable in monthly installments  over
periods  ranging  from  2  to 15 years.   Substantially  all
mortgage   notes  receivable  are  collateralized   to   the
Company's borrowings of approximately $311,300.  The Company
reflects its mortgage notes receivable less an allowance for
loan  losses,  discounts and deferred profit on  installment
sales.

During  1999,  the Company sold, without recourse,  mortgage
notes  receivable  for approximately $591,400  after  giving
effect  to a discount of $28,500.  The discount on the  sale
of  the  mortgages  was charged to operations.  The  Company
utilized the proceeds from the sale of the mortgages to  pay
down  financing notes of $510,300 and the balance  ($52,600)
was utilized as working capital.

Collections  of  mortgage  notes  receivable  subsequent  to
December 31, 1999 after giving effect to the subsequent sale
of mortgage notes are as follows:

                 Years Ending
                 December 31,                         Amount
                 ------------                        --------
                     2000                            $140,100
                     2001                             147,700
                     2002                             160,400
                     2003                             158,800
                     2004                              97,400
                  Thereafter                           83,000
                                                     --------
                                                      787,400
  Less allowance for loan losses and discount         184,000
                                                   ----------
                                                   $  603,400
                                                   ==========

6.  Details of financial statement components:
    -----------------------------------------

       Condominium units held for sale:

                                         1999
                          ----------------------------------
                                      Condominum  Timeshare
                            Total        Units       Units
                          ---------  -----------  ----------
Land                        $83,300     $81,200      $2,100
Buildings,
improvements,
  furniture and             811,800     791,100      20,700
equipment
Development costs         1,946,500   1,792,100     154,400
                         ----------  ----------    --------
                         $2,841,600  $2,664,400    $177,200
                         ==========  ==========    ========

                                        1998
                          ----------------------------------
                                    Condominium  Timeshare
                          Total        Units       Units
                          --------- ------------ -----------
Land                        $83,900     $48,000     $35,900
Buildings,
improvements,
  furniture and             762,700     416,700     346,000
equipment
Development costs           755,600     472,300     283,300
                         ----------    --------    --------
                         $1,602,200    $937,000    $665,200
                         ==========    ========    ========

All  condominium  units held for sale are collateralized  to
mortgage notes payable.

Condominium units under development:

                                       1999          1998
                                    ----------    ----------
Land                                   $73,100      $231,400
Buildings, improvements, furniture     749,700     2,372,200
and equipment
Development costs                      631,400       354,600
                                    ----------    ----------
                                    $1,454,200    $2,958,200
                                    ==========    ==========

Income producing property:
                                       1999           1998
                                    ----------    ----------
Land                                  $681,300      $578,500
Building                             3,939,700     2,684,200
Land improvements                       87,800        64,700
Building improvements                  827,800       461,100
Furniture and fixtures                 247,600        43,700
                                     ---------     ---------
                                     5,784,200     3,832,200
Less accumulated depreciation          286,200        84,400
                                    ----------    ----------
                                    $5,498,000    $3,747,800
                                    ==========    ==========

All income producing property is collateralized to mortgage notes payable.

Deferred costs:
Loan costs                            $402,300      $458,000
Conversion costs                        23,400        40,600
Leasing costs                           17,100        52,800
Organizational costs                       900           900
                                       -------       -------
                                       443,700       552,300
Less accumulated amortization          240,800       239,300
                                      --------      --------
                                      $202,900      $313,000
                                      ========      ========
Other:
Interest, mortgage receivable          $12,400       $31,600
Other receivables                       21,200        93,100
Prepaids and other assets               13,500        30,200
                                       -------      --------
                                       $47,100      $154,900
                                       =======      ========

7.   Notes and mortgages payable:
     ---------------------------
                                               1999         1998
Mortgage note, bank, interest at 2% above
the bank's prime lending rate (8.5%)
payable monthly, revolving principal
balance, matures June 3, 2000,
collateralized by real property and
assignment of Cove's rents, leases and
guaranteed by the Company's officers and
their spouses.                                $295,000    $317,200

Second mortgage note, related party,
controlled by the Company's principal
shareholders, interest at 18% until May
1, 1998, 12% after that date,
collateralized by real property.                    -     200,000

Financing note, bank, under a $1,000,000
revolving loan. Outstanding balance at
December 31, 1998 aggregates $204,000;
interest at 1% above the bank's prime
rate (8.5%); collateralzed by certain
mortgages receivable; principal is
payable from collections of specific
mortgages serviced by the bank at 80% of
the reduction of such mortgages; paid in
full January 4, 1999, from proceeds
derived from sales of mortgages.                   -     204,000

Financing note, bank, under a $1,200,000
credit facility to the Company and
certain affiliates, maturing June 2003,
interest at 8.75% payable monthly; joint
and several liability with affiliates and
collateralized by the Company's income
producing property and property of
certain affiliates.  Outstanding
principal at December 31, 1999,
aggregates $1,137,500 (which includes
affiliates).                                     599,200     621,600

Construction loan, bank, under a
$6,900,000 facility, interest at 1.5%
above bank's prime rate (1999, 8.5%;
1998,) 7.75%) payable monthly, matures
October 2001, collateralized by Lakeshore
property and guaranteed by the Company's
officers and their spouses; the loan is
evidenced by two notes (i) a $4,800,000
acquisition note and (ii) a $2,100,000
revolving construction loan; principal
reductions prior to maturity are payable
based upon sale of units                    6,566,000   4,800,000

Mortgage note, interest at 8% starting
April, 1999, payable monthly, thereafter
principal and interest of $27,400
starting May 2004. Collateralized by
Lakeshore (Lightsey Parcel) unimproved      1,350,000   1,350,000
land.

Mortgage note, related party, interest at
18% payable monthly, principal due at
maturity, July 2001; collateralized by land.  400,000           -

Second mortgage note, related party,
interest at 18% payable monthly, principal due
October 2001; collateralized by real property.
                                            2,500,000   2,500,000

Credit facility, financial institution
providing $2,500,000 to HVV to acquire certain
condominium units from Colony; $715,000
revolving loan to convert and renovate
condominium units for sale as timeshare
units and up to $7,500,000 for a
revolving  credit loan to finance
receivables generated by the sale of
timeshare units.  Outstanding balances at
December 31, 1999 and 1998 amount to
$233,700 and $835,400 respectively, under
the acquisition loan and $311,300 and
$470,000, respectively, under the
receivable loan.  Interest at the greater
of 10.75% a year or the prime rate (8.5%)
plus 3%.  Interest payable monthly, for
the revolving credit loan portion is
based on collections of the specific
mortgages generated through the sale of
timeshare units.  The outstanding principal on
the acquisition and renovation portion of
the facility is due on demand.  The
maturity date of the revolving credit
loan is June 30, 2000.
                                              545,000   1,305,400
                                          ----------- -----------
                                          $12,255,200 $11,298,200
                                          =========== ===========

  All outstanding mortgage notes and the acquisition portion
of  the  credit facility are collateralized by real  estate.
Lines  of credit and receivable loans are collateralized  by
specific mortgage receivable collateralized by real  estate.
Substantially  all  borrowings  are  guaranteed  by  certain
principal shareholders and officers of the Company and their
spouses.   Certain  principals of Colony's  venture  partner
also guarantee the credit facility loan.

During 1999 and 1998, the Company incurred interest costs of
$1,473,300 and $829,300, respectively, of which $229,700 and
$84,300, respectively, were capitalized.

Principal  payments due on the notes and  mortgages  payable
for  the five years subsequent to December 31, 1999  are  as
follows:
                Years
               Ending
             December 31,             Amount
             -----------             -------
                 2000           $      528,700
                 2001               10,150,700
                 2002                        -
                 2003                  225,800
                 2004                  150,500
              Thereafter             1,199,500
                                  ------------
                                  $ 12,255,200
                                  ============
8.   Income taxes:
     ------------
Components of the net deferred tax asset as reflected on the Compan y's
consolidated balance sheets are as follows:

                                  1999              1998
                              --------------  --------------
Deferred tax assets:
Loan losses                   $       51,200   $     168,000
Net operating loss                 1,061,200         343,700
  carryforwards               --------------   -------------
                                   1,112,400         511,700
Less valuation allowance           1,112,400         280,200
                              --------------   -------------
Deferred tax asset                         -         231,500

Deferred tax liabilities,                  -               -
                              --------------   -------------
Deferred taxes, Net           $            -   $     231,500
                              ==============   =============

   The components of the provision for income tax expense (benefit)
   for the years ended December 31, 1999 and 1998 are as follows:

                                      1999           1998
                                 -------------   ------------
Deferred:
  Federal                        $     198,500   $   (122,600)
  State                                 33,000        (18,100)
                                 -------------   ------------
                                 $     231,500   $   (140,700)
                                 =============   ============

Income taxes (benefit) for the years ended December 31, 1999
and  1998  differ from that which would result from applying
statutory  tax  rates  primarily due  to  certain  operating
expenses,  which are not tax deductible. The  provision  for
income  taxes  is  reconciled  to  the  amount  obtained  by
applying  the  federal statutory income tax rate  to  income
before provision for income taxes as follows:

                                    1999          1998
                                 ----------    ----------
Provision at statuatory rate     $ (697,400)   $ (121,000)

State taxes, net of federal         (71,200)      (12,000)
  benefits

Valuation allowance                1,034,900            -

Graduated tax rates and others      (34,800)       (7,700)
                                  ---------    ----------
                                  $ 231,500    $ (140,700)
                                  =========    ==========
At  December 31, 1999, the Company had available federal net
operating  loss  carryforwards of approximately  $2,579,000,
which  will generally expire between 2010 and 2014.  If  the
divestiture,  which  was discussed in Note  2  of  notes  to
consolidated  financial  statements,  occurs  then  the  net
operating  losses  would  inure  to  the  benefit   of   the
subsidiary  companies.   If that  were  to  occur,  the  net
operating  loss  carryforward  of  the  Company   would   be
approximately $1,101,300.  The balance of the net  operating
loss  carryforward  is represented by  the  original  unused
carryforward  of  SunVest  prior  to  1995  ($696,800)   and
subsequent  losses  of $404,500.  This  net  operating  loss
carryfoward  expires  in  varying  years  to  2014.    Prior
management had provided a valuation allowance equal  to  any
benefits  since it is more likely than not that the benefits
would not be realized.

Available evidence suggests that it is more likely than  not
that  substantially  all deferred tax  assets  will  not  be
realized  and  accordingly a valuation  allowance  has  been
recorded  to  reduce the deferred tax assets to  the  amount
that is more likely than not to be realized.  Management has
established a valuation allowance equal to net deferred  tax
assets  on  the  net  operating loss  carryforward.   Future
changes  in  such  a  valuation would  be  included  in  the
provision for deferred income taxes in the period of change.

9.   Transactions  with  related  parties,  commitments  and contingencies:
     ---------------------------------------------------------------------
In   1998,  the  Company  made  net  advances  amounting  to
approximately  $74,800 to companies owned and controlled  by
the    Company's   principal   shareholders   and   officers
("affiliated companies").  During 1999 the Company  received
net  advances of $551,500.  Advances made and received  were
unsecured.  Interest of 12% per annum was charged on  inter-
company  advances.   Interest incurred  by  the  Company  on
advances from affiliated companies amounted to approximately
$90,700  and $135,800 for the years ended December 31,  1999
and 1998, respectively.

The  Company  incurred  interest  expense  of  approximately
$486,000 and $112,500 during 1999 and 1998, respectively, on
mortgages held by limited partnerships in which the  general
partner  is an affiliated company. The outstanding  balances
due  under these second mortgages aggregated $2,900,000  and
$2,500,000 at December 31, 1999 and 1998, respectively.

The   Company   received   unsecured   net   advances   from
shareholders  aggregating  $1,237,800  through   1999.   The
outstanding  balance of such advances approximated  $774,100
and  $967,700 at December 31, 1999 and 1998. Interest of 12%
per annum is charged on shareholder advances and during 1999
and   1998   the  Company  incurred  interest   expense   of
approximately  $98,400 and $127,600, respectively,  on  such
advances.

In  1999  and  1998,  general  and  administrative  expenses
include approximately $143,000 and $229,000 respectively  of
overhead  charged by an affiliated company.  The  affiliated
company   provided,  among  other  services,   the   overall
management,   purchasing,  accounting  and  record   keeping
functions  for the Company, as well as its corporate  office
premises.   During  1999 and 1998, centralized  payroll  and
personnel  services  were  provided  to  Colony,  Cove   and
Lakeshore   by   another  affiliated  company.    Management
determines overhead charges.

A  summary  of  transactions and/or  balances  with  related
parties is as follows:

                                      1999         1998
                                  ----------    ----------
Advances from shareholders        $  774,100    $  967,700
Due from related parties              59,500       335,000
Due to related parties             1,329,800     1,053,800
Mortgage payable                     400,000             -
Second mortgage payable            2,500,000     2,500,000
Interest expense                     576,700       423,400
General, administrative and
  marketing                          142,500       322,000
                                  ----------    ----------
                                  $5,782,600    $5,601,900
                                  ==========    ==========

In the opinion of management, the realization and payment of
related  party amounts would occur in the normal  course  of
business.

Colony  and  Cove  have  each  entered  fifteen-year   lease
agreements    with   unrelated   parties   for    management
("management  companies")  of  their  hotel  and  restaurant
operations.   The Colony agreement was entered  on  February
28, 1996 and the Cove agreement was entered on September 29,
1995.   The  management companies operate  rental  programs,
which allow participating owners of whole interests to  rent
their condominium units to hotel guests.  Additionally,  the
Company's unsold condominium and timeshare units are  rented
to  transients by the management companies on  a  rotational
basis.   The  lease agreements for Colony  and  Cove  extend
through February, 2011 and September 2010, respectively. The
lease agreements provide that the Company will receive three
percent  of  the  management companies' revenue  from  hotel
operations  and  five  percent of  restaurant  revenues  (as
defined).  Additionally, the management companies  remit  to
the Company a percentage of the gross rental revenues earned
on Company owned units (Colony-45% and Cove-50%).  Read Note
2  of notes to consolidated financial statements related  to
subsequent   sale   of   Colony's  rental   and   restaurant
operations.

Colony   and   Cove   have  recorded  the  Declarations   of
Condominium  ("Declaration") with respect to the  302  units
and  174  units converted to condominium effective March  4,
1996  and  February 7, 1996, respectively.   Cove  pays  its
prorata  share  of  the condominium associations'  estimated
operating  budget on its unsold units in the same manner  as
other  unit owners.  The associations' shortfalls,  together
with   maintenance  assessments  accrued  on  HVV's   unsold
timeshare  units,  aggregating approximately   $714,000  for
1998,  have been capitalized as a cost of condominium  units
held  for  sale.  The Company estimates that  no  additional
shortfall  will be funded by Colony and that  rental  income
will  offset any additional maintenance assessments incurred
by HVV.

At  December  31, 1998, property improvement and development
costs include amounts accrued for developer funded converter
reserves  (1998, $165,400), capitalized interest  and  taxes
during  the  development  stage  (1998,  $552,300)  and  the
condominium associations' shortfalls (1998, $681,000).   The
Company  has  received approximately $22,500 of deposits  on
sales  contracts  for five (5) of the whole  interest  units
representing  an  aggregate  sales  price  of  approximately
$170,000.    At   December  31,  1999,  HVV   has   received
approximately $59,600 of deposits on 47 timeshare  units  of
which 31 are non-cancelable sales contracts representing  an
aggregate sales price of approximately $111,000.

10.  Selected quarterly information (unaudited):
     ------------------------------------------
Sunvest  Resorts, Inc.  common stock is traded  on  the  OTC
Bulletin  Board under the symbol SUNE.  The following  table
sets  forth the quarterly high and low sales prices for  the
periods indicated.  The prices shown represent actual  sales
prices without retail markups, markdowns or commissions.

 Sale price of common stock:
                                    1999              1998
                             -----------------  ----------------
                                High     Low      High     Low
                             --------- -------  --------  ------
 First quarter, March 31,    $  2.50   $  .50    $ 2.00   $ 1.00
 Second quarter, Jnen 30,    $  3.00   $ 1.50    $ 3.625  $ 2.50
 Third quarter, Sept. 30,    $  2.875  $ 1.875   $ 2.00   $ 1.00
 Fourth quarter, Dec. 31,    $   1.50  $ 0.625   $ 4.25   $ 1.25


                        Exhibit 10.5

 Agreement and Plan of Merger by and among SunVest Resorts,
 Inc., US Data Authority, Inc. et al. dated effective March
                          15, 2000.





                     AGREEMENT AND PLAN OF MERGER

                               by and among

                         SUNVEST RESORTS, INC.,
                         a Florida corporation,

                                  and

                         SUNVEST SHAREHOLDERS
                       (as hereinafter defined),

                                  and

                        US DATA AUTHORITY, INC.

                                  and

                           USDA Shareholders
                        (as hereinafter defined)

                                   and

                             Patricia Siegel

                                   and

                      Windspire Venture Capital LLC

                                TABLE OF CONTENTS


ARTICLE 1     THE MERGER...................................1
      1.1     The Merger...................................1
      1.2     Effective Time...............................1
      1.3     Conversion of Shares.........................1
      1.4     Articles of Incorporation....................2
      1.5     Bylaws.......................................2
      1.6     Approval by Shareholders.....................2
      1.7     Closing......................................2


       ARTICLE 2     REPRESENTATIONS AND WARRANTIES OF
              USDA AND THE USDA SHAREHOLDERS...............2
      2.1     Organization; Authority; Due Authorization...3
      2.2     No Conflict; No Required Consents............3
      2.3     Capitalization; Subsidiaries.................3
      2.4     Compliance with Laws; No Litigation..........3
      2.5     Licenses and Permits.........................3
      2.6     Intellectual Property........................3
      2.7     Financial Information........................4
      2.8     Tangible Personal Property...................4
      2.9     Real Property................................4
      2.10    Tax Returns and Payments.....................4
      2.11    Contracts....................................5
      2.12    Insurance....................................5
      2.13    Environmental Matters........................5
      2.14    Employee Relations...........................6
      2.15    Absence of Questionable Payments.............6
      2.16    Disclosure Statement.........................6
      2.17    Benefit Plans and ERISA......................7
      2.18    Customers and Vendors; Distributors and
              Representatives..............................7
      2.19    Brokers' Fees and Expenses...................8
      2.20    Absence of Material Changes..................8
      2.21    Certain Arrangements.........................9
      2.22    Year 2000 Compliance.........................9
      2.23    Full Disclosure..............................9

ARTICLE 3     REPRESENTATIONS AND WARRANTIES OF
              SUNVEST AND SUNVEST SHAREHOLDERS.............9
      3.1     Organization; Authority; Due Authorization...9
      3.2     No Conflict; No Required Consents...........10
      3.3     Capitalization; Subsidiaries; Other Assets
              and Liabilities.............................10
      3.4     Compliance with Laws; No Litigation.........10
      3.5     Licenses and Permits........................10
      3.6     Intellectual Property.......................11
      3.7     Financial Information.......................11
      3.8     Tangible Personal Property..................11
      3.9     Real Property...............................11
      3.10    Tax Returns and Payments....................11
      3.11    Contracts...................................12
      3.12    Insurance...................................13
      3.13    Environmental Matters.......................13
      3.14    Employee Relations..........................13
      3.15    Absence of Questionable Payments............14
      3.16    Benefit Plans...............................14
      3.17    Shares to be Delivered......................14
      3.18    Brokers' Fees and Expenses..................14
      3.19    Absence of Material Changes.................14
      3.20    Certain Arrangements........................15
      3.21    Year 2000 Compliance........................15
      3.22    Full Disclosure.............................15
      3.23    No Liability for Subsidiaries...............16


ARTICLE 4     COVENANTS OF USDA...........................16
      4.1     Conduct of Business Pending Merger..........17
      4.2     Access......................................17
      4.3     Press Releases..............................17
      4.4     USDA Business Plan and AT&T Contract........18
      4.5     Investment by Siegel and Windspire..........18


ARTICLE 5     COVENANTS OF SUNVEST........................18
      5.1     Conduct of Business Pending Merger..........18
      5.2     Access......................................20
      5.3     Specific Actions Before and at Closing......20
      5.4     Press Releases..............................20


ARTICLE 6     CONDITIONS PRECEDENT TO OBLIGATION OF
              SUNVEST TO CLOSE............................20
      6.1     Representations and Warranties True at
              Closing.....................................20
      6.2     Obligations Performed.......................20
      6.3     Closing Deliveries..........................21
      6.4     No Challenge................................21
      6.5     No Material Adverse Change..................21


ARTICLE 7     CONDITIONS PRECEDENT TO
              USDA'S OBLIGATIONS TO CLOSE.................21
      7.1     Representations and Warranties True at
              Closing.....................................21
      7.2     Obligations Performed.......................22
      7.3     Closing Deliveries..........................22
      7.4     No Challenge................................22
      7.5     No Material Adverse Change..................22


ARTICLE 8     TERMINATION.................................22
      8.1     Termination.................................22
      8.2     Effects of Termination......................22


ARTICLE 9     MISCELLANEOUS PROVISIONS....................23
      9.1     Survival....................................23
      9.2     Severability................................23
      9.3     Modification................................23
      9.4     Survival; Binding Agreement.................23
      9.5     Counterparts................................23
      9.6     Notices.....................................23
      9.7     Entire Agreement; No Third Party
              Beneficiaries...............................24
      9.8     Further Assurances..........................24
      9.9     Waivers.....................................24
      9.10    Assignment..................................24
      9.11    Headings....................................24
      9.12    Expenses....................................24


                              AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (the "Agreement")
dated as of March 15, 2000, is entered into by and among
SunVest Resorts, Inc., a Florida corporation ("SunVest" or
the "Surviving Corporation"), the holders of capital stock
of SunVest whose names appear on the signature pages hereof
(collectively the "SunVest Shareholders"), US Data
Authority, Inc., a Florida corporation ("USDA"), the holders
of the capital stock of USDA whose names appear on the
signature page hereof (collectively the "USDA
Shareholders"), Patricia Siegel, an individual resident of
the State of New Jersey ("Siegel") and Windspire Venture
Capital LLC, a New Jersey limited liability company
("Windspire").

                                      WITNESSETH:

     WHEREAS, the boards of directors of SunVest and USDA,
respectively, and the USDA Shareholders, deem it in their
best interests for USDA to merge with and into SunVest
pursuant to the plan of merger contained herein (the
"Merger"); and

     WHEREAS, the Merger is intended to qualify as a tax-
free reorganization under Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, the parties hereto desire to set forth certain
representations, warranties and covenants made by each to
the others as an inducement to the consummation of the
Merger and certain additional agreements related to the
Merger; and

     WHEREAS, Siegel and Windspire have agreed to make an
investment in USDA before and after the merger.

     NOW, THEREFORE, in consideration of the mutual
representations, warranties and covenants herein contained
and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:


                                         ARTICLE 1
                                        THE MERGER

     1.1     The Merger.  At the Effective Time (as
hereinafter defined), USDA shall be merged with and into
SunVest in accordance with the applicable provisions of
Florida law and the separate existence of USDA shall
thereupon cease, and SunVest, as the surviving corporation
in the Merger, shall continue its corporate existence in
accordance with the Florida Business Corporation Act
("Florida Act").

     1.2     Effective Time.  At the Closing (as hereinafter
defined), SunVest shall cause the Merger to be consummated
by filing with the Secretary of State of Florida appropriate
articles of merger duly executed in accordance with this
Agreement and the relevant law.  The date and time at which
such Articles of Merger are filed is referred to herein as
the "Effective Time."

     1.3     Conversion of Shares.  At the Effective Time,
by virtue of the Merger and without any action on the part
of the holder of any securities of SunVest or of USDA:

          (a)     Each share of the capital stock of USDA,
and all rights with respect thereto, shall be converted into
shares of Common Stock, $.02 par value, of SunVest (the
"SunVest Shares") as follows:

               Total number of USDA shares capital stock issued and
                 outstanding: 4,500
               Number of SunVest Shares for each share of USDA's
                 capital stock: 4,500
               Total number of SunVest Shares issued in the Merger:
                 20,250,000

          (b)     Each SunVest Share, if any, held in
SunVest's treasury shall be canceled and retired without
payment of any consideration therefor and shall cease to
exist.

          (c)     The total of 2,500,000 of SunVest Shares
issued and outstanding immediately before the Closing Date
shall remain issued, outstanding and unchanged after the
Effective Time.

          (d)     Certificates representing the SunVest
Shares issued in the Merger shall bear the following legend:

          The shares represented by this certificate have
not been registered under the Securities Act of 1933, as
amended, (the "Act") or any state securities laws (the
"State Acts"), and are restricted securities.  The
restricted securities have been acquired for the holder's
own account and not with a view to distribute them.
Restricted securities must be held indefinitely and may not
be sold or otherwise transferred unless they are
subsequently registered under said Act and any applicable
State Acts or an exemption from such registration is
available.

     1.4     Articles of Incorporation.  The Articles of
Incorporation of SunVest as in effect on the date hereof
shall be in effect on the Closing Date and shall continue in
full force and effect until further changed, altered or
amended in the manner prescribed by the provisions of
Florida law.

     1.5     Bylaws.  The Amended and Restated Bylaws of
SunVest as in effect on the date hereof shall be in effect
on the Closing Date and shall continue in full force and
effect until further changed, altered or amended in the
manner prescribed by the applicable provisions of Florida
law.

     1.6     Approval by Shareholders.  The Merger has
already been approved by the shareholders of USDA and is not
subject to approval by the shareholders of SunVest under the
provisions of the Florida Act.

     1.7     Closing.  The closing of the transactions
contemplated herein (the "Closing") shall take place on or
before the fifth (5th) business day after the satisfaction
of all of the conditions and contingencies contained herein,
or on such other date as is mutually agreed upon by the
parties hereto (such date to be herein referred to as the
"Closing Date"). All computations, adjustments, and
transfers for the purposes hereof shall be effective as of
the close of business on the Closing Date.


                                  ARTICLE 2
                     REPRESENTATIONS AND WARRANTIES OF
                       USDA AND THE USDA SHAREHOLDERS

     USDA and the USDA Shareholders, jointly and severally,
hereby represent and warrant to SunVest as follows, which
representations and warranties shall be true and correct
upon the date hereof and on the Closing Date:

     2.1     Organization; Authority; Due Authorization.
USDA is a corporation duly organized and validly existing
under the laws of the State of Florida and has all necessary
corporate power and authority to own, lease and operate its
properties and conduct its business as it is currently being
conducted.  USDA is duly qualified as a foreign corporation
in all jurisdictions in which the conduct of its business or
the ownership of its properties requires such qualification
and the failure to qualify would be materially harmful to
the business or financial condition thereof.  USDA has full
corporate power and authority to execute and deliver this
Agreement and each of the other documents and instruments
referenced in this Agreement to be executed and delivered by
USDA (the "USDA Merger Documents") and to consummate the
transactions contemplated hereby and thereby.  This
Agreement has been approved by the board of directors of
USDA and by the shareholders of USDA.  This Agreement and
each of the USDA Merger Documents will constitute, when
executed and delivered by USDA, a valid and binding
obligation of USDA, in each case enforceable against USDA in
accordance with its terms.

     2.2     No Conflict; No Required Consents.  Except as
shown on Schedule 2.2 attached hereto, the execution and
delivery by USDA of this Agreement and the USDA Merger
Documents and the consummation by USDA of the transactions
contemplated hereby and thereby do not and will not (a)
require the consent, approval or action of, or any filing or
notice to, any corporation, firm, person or other entity or
any public, governmental or judicial authority; (b) violate
the terms of its Articles of Incorporation or Bylaws or the
terms of any instrument, document or agreement to which USDA
is a party, or by which USDA or the property of USDA is
bound, or be in conflict with, result in a breach of or
constitute (upon the giving of notice or lapse of time, or
both) a default under any such instrument, document or
agreement, or result in the creation of any lien upon any of
the property or assets of USDA; or (c) violate any order,
writ, injunction, decree, judgment, ruling, law or
regulation of any federal, state, county, municipal, or
foreign court or governmental authority applicable to USDA
or the business or assets of USDA.

     2.3     Capitalization; Subsidiaries.  The authorized
capital of USDA consists of 7,500 shares of common stock,
par value $1.00 per share, of which 4.500 are issued and
outstanding. All of the issued and outstanding shares are
validly issued, fully paid and non-assessable and were
issued in compliance with the Securities Act of 1933. Except
as shown on Schedule 2.3 attached hereto and Windspire's
right to acquire 500 shares of USDA common stock pursuant to
the arrangement described in Section 4.5 hereof, USDA has no
convertible securities, options, warrants, or other
contracts, commitments, agreements, understandings,
arrangements or restrictions by which it is bound to issue
any additional shares of common stock or other securities
except as provided in this Agreement and its shareholders do
not have preemptive rights. Schedule 2.3 also sets forth the
names of all corporations, partnerships, joint ventures,
limited liability companies or other entities in which USDA
owns, directly or indirectly, any equity interest
(individually, a "USDA Subsidiary," and collectively, the
"USDA Subsidiaries") and sets forth the amount of such
equity interest.

     2.4     Compliance with Laws; No Litigation.  USDA is
in compliance with all applicable laws, orders, rules and
regulations of all governmental bodies and agencies. Except
as set forth on Schedule 2.4 attached hereto, there is no
action, proceeding or investigation pending or, to USDA's or
the USDA Shareholders' knowledge, threatened against or
involving or relating to USDA's assets or the operation of
its business, nor is there any action or proceeding pending
or threatened before any court, tribunal or governmental
body seeking to restrain or prohibit or to obtain damages or
other relief in connection with the consummation of the
transactions contemplated by this Agreement and the USDA
Merger Documents, or which might materially and adversely
affect USDA's business, assets, or ability to consummate the
transactions contemplated by this Agreement and the USDA
Merger Documents. USDA is not subject to any judgment, order
or decree entered in any lawsuit or proceeding relating to
any of its assets or the operation of its business.

     2.5     Licenses and Permits.  Except as listed on
Schedule 2.5 attached hereto, USDA does not hold any
license, permit, concession, grant, franchise, approval,
certificate, accreditation or authorization (collectively
"Licenses and Permits").  None of such Licenses and Permits
is subject to any restriction or condition which would limit
the full operation of business by the Surviving Corporation
after the Merger.  USDA has not received notice of any
violations in respect of any such License and Permit and no
proceeding is pending or, to its or the USDA Shareholders'
knowledge, is threatened, which seeks revocation or
limitation of any such License and Permit.

     2.6     Intellectual Property.  Except as listed on
Schedule 2.6 attached hereto, USDA does not use any
trademark, service mark, trade name, copyright, proprietary
software or other material intangible property (collectively
"Intellectual Property").  No claims have been asserted and
no claims are pending or, to its or the USDA Shareholders'
knowledge, threatened by any person or entity, to the use of
any such Intellectual Property or challenging or questioning
the validity or effectiveness of any state or federal
registration of the Intellectual Property and neither USDA
nor the USDA Shareholders knows of any basis for such claim.

     2.7     Financial Information.

          (a)     USDA shall have delivered to SunVest a
copy of an audited balance sheet and income statement for
the period ending December 31, 1999, and shall have
delivered its unaudited balance sheet and income statement
for the period ending February 29, 2000 (the "USDA
Financials").

          (b)     The USDA Financials (including any related
schedules and/or notes), have been prepared in accordance
with generally accepted accounting principles consistently
applied throughout the periods involved, show all
liabilities, direct and contingent, required at the time of
preparation to be shown in accordance with such principles
and fairly present the financial position and results of
operations of USDA as of the date thereof and for the period
indicated.

          (c)     Except as set forth on Schedule 2.7
attached hereto, USDA has no liability or obligation
(absolute, accrued, contingent or otherwise), including any
guaranty with respect to any obligation, except (i) such
liabilities or obligations as are fully reflected or
reserved against in the USDA Financials; (ii) such
liabilities or obligations which are disclosed in any
schedule to this Agreement or otherwise in writing to the
other parties hereto or which are not material or otherwise
are not required to be so disclosed, and (iii) such
liabilities or obligations as have been incurred in the
ordinary course of business, consistent with past practice
since December 31, 1999.

     2.8     Tangible Personal Property.  Except as listed
on Schedule 2.8 attached hereto, USDA does not own or lease
any tangible personal property.  As of the Closing Date, all
of USDA's tangible personal property will be free and clear
of any liens, pledges, encumbrances, claims or similar
rights of third parties.  All of the tangible personal
property owned by USDA and all of the leased tangible
personal property listed in Schedule 2.8 is in good
operating condition, subject to ordinary wear and tear.

     2.9     Real Property.

          (a)     Except as listed on Schedule 2.9(a)
attached hereto, USDA does not own or lease, has not agreed
to lease or has an obligation to lease any real property
(including any improvements thereon) (hereinafter referred
to as "USDA's Real Property").

          (b)     On the Closing Date the USDA Real Property
will be free and clear of any and all liens, pledges,
encumbrances, claims, leases, licenses, occupants or tenants
or similar rights of third parties, except as set forth on
Schedule 2.9(b) attached hereto. There are no pending or, to
USDA's or the USDA Shareholders' knowledge, threatened
condemnation, eminent domain or similar proceedings or
litigation or other proceedings affecting the USDA Real
Property or any portion or portions thereof. To the
knowledge of USDA or the USDA Shareholders, there are no
pending or threatened requests, applications or proceedings
to alter or restrict any zoning or other use restrictions
applicable to the USDA Real Property that would interfere
with the conduct of the business of USDA or the use of its
assets consistent with past practice, which interference
would have a material adverse effect on its business.

     2.10     Tax Returns and Payments.  All federal, state
and local income, franchise, sales, use, payroll, excise,
business and license tax returns of USDA required by law
(after taking into account lawful extensions) to be filed on
or before the Closing Date have been or will be timely filed
and USDA has paid or will pay all taxes, including federal,
state or local income, franchise, sales, use, payroll,
excise, business and license taxes and any penalties and
interest or other charges applicable thereto ("Taxes") as
shown on such returns and which were due prior to the
Closing Date.  No audit of the taxes of USDA is currently in
progress or has, to USDA's or the USDA Shareholders'
knowledge, been scheduled. Also (except as disclosed in
Schedule 2.10):

          (a)     No property of USDA is property that it is
or will be required to treat as owned for tax purposes by
another person, or is "tax-exempt use property" as defined
in Code section 168(h);

          (b)     USDA has not agreed to or been required to
make any adjustment pursuant to Code section 481(a) by
reason of any change in accounting method initiated by it;
the Internal Revenue Service has not proposed any such
adjustment or change in accounting method; and USDA does not
have any application pending with any taxing authority
requesting permission for any change in accounting method.

          (c)     USDA has not been a United States real
property holding corporation as defined in Code section
897(c)(2) during the applicable period specified in Code
section 897(c)(1)(A)(ii);

          (d)     USDA has not made any payments, is
obligated to make any payments, or is a party to any
agreement that under certain circumstances could obligate it
to make any payments that will not be deductible under Code
section 280G;

          (e)     USDA has not filed any consent under Code
section 341(f);

          (f)     USDA has never been (i) a member of an
affiliated, consolidated, unitary or combined group filing a
consolidated, unitary or combined tax return or (ii) a party
to any tax allocation, sharing or reimbursement agreement or
arrangement;

          (g)     USDA has no liability for the taxes of any
persons under Treas. Reg. 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee
or successor, by contract or otherwise;

          (h)     USDA is not an obligor on, and none of its
assets has been financed directly or indirectly by, any tax-
exempt bonds;

          (i)     USDA has not executed, become subject to,
or entered into any closing agreement pursuant to Code
section 7121 or any predecessor provision thereof or any
similar provision of state, local or foreign law;

          (j)     USDA does not have pending any ruling
requests with any taxing authority; and

          (k)     USDA has disclosed on its federal income
tax returns all positions taken therein that, to the
knowledge of USDA or the USDA Shareholders could give rise
to a substantial understatement of federal income tax within
the meaning of Code section 6662.

     2.11     Contracts.  Schedule 2.11 attached hereto sets
forth a true and complete list of all contracts to which
USDA is a party or to which USDA's assets are subject or
bound which contemplate an annual payment of at least
$10,000.  Except as shown on Schedule 2.11, all such
contracts are valid, legally binding and enforceable against
the parties thereto and neither USDA nor any other party to
any of the contracts is in breach of, or in default under,
any of the contracts and, to the knowledge of USDA or the
USDA Shareholders, no event has occurred which, with the
notice or lapse of time, or both, would constitute a default
by USDA or any other party to any of the contracts.

     2.12     Insurance.  Schedule 2.12 lists all of the
insurance policies maintained by USDA, which schedule
includes the name of the insurance company, the policy
number, a description of the type of insurance covered by
such policy, the dollar limit of the policy, and the annual
premiums for such policy.  USDA will maintain or cause to be
maintained such insurance policies in full force and effect
through the Closing Date.

     2.13     Environmental Matters.

          (a)     To USDA's or the USDA Shareholders'
knowledge, except as disclosed on Schedule 2.13, there is no
Hazardous Material within, under, originating from or
relating to any of USDA's Real Property.

          (b)     Neither USDA nor any of its predecessors
in interest has received any notice, or request for
information issued, promulgated, approved or entered under
any Environmental Law.

          (c)     USDA possesses and is in compliance in all
material respects with all permits, licenses, certificates,
franchises and other authorizations relating to the
Environmental Laws necessary to conduct it business or
required by environmental regulations.

          (d)     USDA has not, during the past five years,
been subject to any civil, criminal or administrative
action, suit, claim, hearing, notice of violation,
investigation, inquiry or proceeding for failure to comply
with, or received notice of any violation or potential
liability under the Environmental Laws, nor are USDA or USDA
Shareholders aware of any information, whether or not
confirmed or reported, which could give rise to any such
potential liability.

          (e)     No real property, site or facility (as
defined in CERCLA, 42 U.S.C. 9601(9)) owned or operated by
USDA is, to the knowledge of USDA or the USDA Shareholders,
(i) listed or proposed for listing on the National Priority
List or (ii) listed on CERCLIS promulgated pursuant to
CERCLA, or any comparable list maintained by any foreign,
state or local government authority.

          (f)     There are and were no underground storage
tanks owned or operated by USDA.

          (g)     To the knowledge of USDA or the USDA
Shareholders, there are and were no PCBs in or at any USDA's
Real Property or, to the knowledge of USDA or the USDA
Shareholders, their prior use, handling, storage, transport
or disposal of PCBs has been in compliance with all
Environmental Laws.

          (h)     To the knowledge of USDA or the USDA
Shareholders, there is no friable asbestos or asbestos
containing materials on or in any of USDA's Real Property
and to USDA's or the USDA Shareholders' knowledge, such USDA
Real Property complies with the Environmental Laws including
but not limited to, Occupational Safety and Health Act
regulations with respect to ambient air exposure to
asbestos.

          (i)     USDA has not, by contract, agreed to
assume the liability of any other person or entity pursuant
to any of the Environmental Laws.

     2.14     Employee Relations.  Except as set forth on
Schedule 2.14 attached hereto to the best knowledge of USDA
and the USDA Shareholders, (a) USDA is in compliance in all
material respects with all applicable laws respecting
employment and employment practices and terms and conditions
of employment and wages and hours, including but not limited
to those respecting wrongful termination or harassment; and
(b) there is no unfair labor practice charge or complaint
against or threatened against USDA .

     2.15     Absence of Questionable Payments.  To the
knowledge of USDA or the USDA Shareholders, neither USDA nor
any director, officer, agent, employee or other person
acting on any of its behalf has (i) used any corporate or
other funds for unlawful contributions, payments, gifts or
entertainment, or made any unlawful expenditures relating to
political activity to government officials or others or
established or maintained any unlawful or unrecorded funds
in violation of Section 30A of the Exchange Act of 1934, as
amended, or any other applicable foreign, federal or state
law; or (ii) accepted or received any unlawful
contributions, payments, expenditures or gifts.

     2.16     Disclosure Statement. The information
concerning USDA and the USDA Subsidiaries contained in the
SunVest Disclosure Statement referred to in Section 5.3(b)
hereof shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements contained
therein, in light of the circumstances under which they were
made, not misleading.

     2.17     Benefit Plans and ERISA.

          (a)     Schedule 2.7 attached hereto sets forth a
true and complete list of each "employee benefit plan" (as
defined by Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")), and any other
bonus, profit sharing, pension, compensation, deferred
compensation, stock option, stock purchase, fringe benefit,
severance, post-retirement, scholarship, disability, sick
leave, vacation, individual employment, commission, bonus,
or other plan, agreement, policy, trust fund or arrangement
(each such plan, agreement, policy, trust fund or
arrangement is referred to herein as an "Employee Benefit
Plan," and collectively, the "Employee Benefit Plans") that
is currently in effect for USDA.  USDA has delivered to
SunVest, with respect to each Employee Benefit Plan, true
and complete copies of the documents embodying and relating
to the Employee Benefit Plan, annual reports for the last
three years for the Employee Benefit Plan and any related
trust, actuarial valuation reports and financial statements
for the last three years and each communication involving
the Employee Benefit Plan or any related trust to or from
the Internal Revenue Service ("IRS"), Department of Labor
("DOL"), Pension Benefit Guaranty Corporation ("PBGC") or
any other governmental authority.

          (b)     With respect to each Employee Benefit
Plan, to the knowledge of USDA and the USDA Shareholders,
and except as otherwise set forth on Schedule 2.17:

               (i)     all payments required by the Employee
Benefit Plan with respect to all periods through the date
hereof have been made;

               (ii)     there are no violations of or
failures to comply with ERISA and the Code with respect to
the filing of applicable reports, documents and notices;

               (iii)     no claim, lawsuit, arbitration or
other action has been asserted or instituted or threatened
in writing against the Employee Benefit Plan or any trustee
or fiduciary thereof;

               (iv)     the Employee Benefit Plan is not
under an audit or investigation by the IRS or the DOL or any
other governmental authority and no such completed audit, if
any, has resulted in the imposition of any tax, interest or
penalty; and

               (v)     the Employee Benefit Plan may be
unilaterally amended or terminated on no more than 90 days
notice.

     2.18     Customers and Vendors; Distributors and
Representatives.

          (a)     Schedule 2.18(a) attached hereto sets
forth a list of the 10 largest (by dollar volume) customers
and vendors of USDA during the most recent 12-month period,
indicating the existing contractual arrangements, if any,
with each such customer or vendor.  Except as set forth in
Schedule 2.18(a) there are no outstanding disputes with any
customer or vendor listed thereon and no customer or vendor
listed thereof has ceased to do business with USDA or has
stated its intention to cease to do business with USDA.

          (b)     Schedule 2.18(b) attached hereto sets
forth a correct and complete list of the 20 largest (by
dollar volume) distributors, representatives and agents for
the sale of the products of USDA during the most recent 12-
month period and all distributors, representatives and
agents to whom USDA has given any exclusive rights with
respect to territories or products. Except as set forth in
Schedule 2.18(b), there has been no termination of any such
distributor, representative or agent nor, to the knowledge
of USDA, has any such distributor, representative or agent
stated any intention to terminate or materially change the
terms of its relationship with USDA.

          (c)     Except as disclosed in Schedule 2.18(c),
none of the officers, directors or shareholders of USDA or
members of their immediate families residing in the same
household owns, directly or indirectly, individually or
collectively, any interest in any corporation, partnership,
proprietorship, limited liability company, firm or
association which (i) is a competitor or potential
competitor of USDA, or (ii) is a customer or supplier of
USDA, provided that this paragraph shall not apply to
ownership of less than five percent of a company whose
shares are publicly traded.

     2.19     Brokers' Fees and Expenses. Neither USDA nor
the USDA Shareholders has retained or utilized the services
of any broker, finder, or intermediary, or paid or agreed to
pay any fee or commission to any other person or entity for
or on account of the transactions contemplated hereby, or
had any communications with any person or entity that would
obligate SunVest or USDA to pay any such fees or
commissions.

     2.20     Absence of Material Changes.  Except as set
forth in Schedule 2.20 attached hereto, from December 31,
1999, to the date of this Agreement:

          (a)     there has not been any material adverse
change in the condition (financial or otherwise) of the
business, the liabilities or the assets of USDA;

          (b)     there has been no material adverse change
in USDA's relations with, nor has USDA lost (or received
notice that it is about to lose) any customers, distributors
or suppliers with which USDA has significant business
relations;

          (c)     USDA has operated its business in the
ordinary course and has not sold, assigned, or transferred
any of its assets, except in the ordinary course of its
business consistent with past practice;

          (d)     USDA has not made any material changes in
the customary methods of operation of its business,
including practices and policies relating to purchasing,
marketing or selling; and

          (e)     USDA did not:

               (i)     incur any indebtedness or other
liabilities (whether absolute, accrued, contingent or
otherwise) or guarantee any such indebtedness, except in the
usual and ordinary course of its business, consistent with
past practice;

               (ii)     suffer any damage, destruction or
loss of tangible assets, whether or not covered by
insurance, in excess of $50,000;

               (iii)     pay, discharge or satisfy any
claims, liabilities or obligations (whether absolute,
accrued, contingent or otherwise) except in each case in the
ordinary course of business;

               (iv)     cancel any debts or waive any claims
or rights of substantial value, except in each case in the
ordinary course of business;

               (v)     permit any material insurance policy
to be canceled or terminated;

               (vi)     pledge or permit the imposition of
any lien on or sell, assign, transfer or otherwise dispose
of any of their tangible assets, except the sale of
inventory in the ordinary course of business;

               (vii)     sell, assign or otherwise transfer
any Intellectual Property;

               (viii)     make any change in any method of
accounting or principle of practice;

               (ix)     write up or down the value of
inventory or determine as collectible any notes or accounts
receivable that were previously considered to be
uncollectible, except for write-ups or write-downs and other
determinations in the ordinary course of business and
consistent with past practice;

               (x)     grant any general increase in the
compensation payable or to become payable to its officers or
employees (including any such increase pursuant to any
Employee Benefit Plan) or any special increase in the
compensation payable or to become payable to any officer or
employee, except for (A) normal merit and cost of living
increases in the ordinary course of business and in
accordance with past practice and (B) increases pursuant to
collective bargaining agreements;

               (xi)     make any loans which in the
aggregate  exceed $5,000 to any employee or make any loans
to any shareholder, officer or director; or

               (xii)     make any commitments for capital
expenditures in excess of $10,000 in the aggregate.

     2.21     Certain Arrangements.  Except as set forth in
Schedule 2.21 attached hereto, there are no material
transactions between USDA and any shareholder, director,
officer, employee, or other affiliate of USDA which are in
effect as of the date of this Agreement or that will
continue beyond the Closing Date.

     2.22     Year 2000 Compliance.  Except as set forth on
Schedule 2.22 attached hereto, the USDA proprietary software
and accompanying documentation is Year 2000 Compliant in all
material respects.  The term "Year 2000 Compliant" shall
mean:

          (a)     the functions, calculations and other
computer processes (collectively, "Processes") of USDA's
proprietary software perform on or after January 1, 2000, in
a manner substantially the same as the manner in which such
Processes performed prior to  January 1, 2000, regardless of
the date in time on which the Processes are actually
performed and regardless of the date of input to USDA's
proprietary software, whether before, on or after January 1,
2000, and whether or not the dates are affected by leap
years;

          (b)     USDA's proprietary software accepts,
calculates, compares, sorts, extracts, sequences and
otherwise processes data inputs and date values, returns and
displays date values in a consistent manner regardless of
the dates used, whether before, on or after January 1, 2000;

          (c)     USDA's proprietary software will accept
and respond to year data input in a manner that resolves any
ambiguities as to the century in a defined, predetermined
and appropriate manner; and

          (d)     USDA's proprietary software stores and
displays data information in ways that are unambiguous as to
the determination of the century.

     2.23     Full Disclosure.  The statements,
representations and warranties made by USDA or the USDA
Shareholders in this Agreement and in the Schedules attached
hereto do not contain any untrue statement of a material
fact or omit to state a material fact known to USDA or the
USDA Shareholders necessary to make the statements contained
herein or therein, in light of the circumstances under which
they were made, not misleading.


                             ARTICLE 3
                REPRESENTATIONS AND WARRANTIES OF
                  SUNVEST AND SUNVEST SHAREHOLDERS

     SunVest and the SunVest Shareholders, jointly and
severally, hereby represent and warrant to USDA as follows,
which representations and warranties shall be true and
correct upon the date hereof and on the Closing Date:

     3.1     Organization; Authority; Due Authorization.
SunVest is a corporation duly organized and validly existing
under the laws of the State of Florida and has all necessary
corporate power and authority to own, lease and operate its
properties and conduct its business as it is currently being
conducted.  SunVest is duly qualified as a foreign
corporation in all jurisdictions in which the conduct of its
business or the ownership of its properties requires such
qualification and the failure to qualify would be materially
harmful to the business or financial condition thereof.
SunVest has full corporate power and authority to execute
and deliver this Agreement and each of the other documents
and instruments referenced in this Agreement to be executed
and delivered by SunVest (the "SunVest Merger Documents")
and to consummate the transactions contemplated hereby and
thereby.  This Agreement has been approved by the board of
directors of SunVest.  This Agreement and each of the
SunVest Merger Documents will constitute, when executed and
delivered by SunVest, a valid and binding obligation of
SunVest, in each case enforceable against SunVest in
accordance with its terms.

     3.2     No Conflict; No Required Consents.  Except as
shown on Schedule 3.2 attached hereto, the execution and
delivery by SunVest of this Agreement and the SunVest Merger
Documents and the consummation by SunVest of the
transactions contemplated hereby and thereby do not and will
not (a) require the consent, approval or action of, or any
filing or notice to, any corporation, firm, person or other
entity or any public, governmental or judicial authority;
(b) violate the terms of its Articles of Incorporation or
Bylaws or the terms of any instrument, document or agreement
to which SunVest is a party, or by which SunVest or the
property of SunVest is bound, or be in conflict with, result
in a breach of or constitute (upon the giving of notice or
lapse of time, or both) a default under any such instrument,
document or agreement, or result in the creation of any lien
upon any of the property or assets of SunVest; or (c)
violate any order, writ, injunction, decree, judgment,
ruling, law or regulation of any federal, state, county,
municipal, or foreign court or governmental authority
applicable to SunVest or the business or assets of SunVest.

     3.3     Capitalization; Subsidiaries; Other Assets and
Liabilities.  The authorized capital of SunVest consists of
25,000,000 shares of common stock, par value $.02 per share,
of which 9,000,000 shares are issued and outstanding and all
of which are validly issued, fully paid and nonassessable
and were issued in compliance with the Securities Act of
1933. Except as shown on Schedule 3.3 attached hereto,
SunVest has no convertible securities, options, warrants, or
other contracts, commitments, agreements, understandings,
arrangements or restrictions by which it is bound to issue
any additional shares of common stock or other securities
except as provided in this Agreement and its shareholders do
not have preemptive rights. Schedule 3.3 also sets forth all
known beneficial owners of more than 5% of the outstanding
SunVest Shares and all corporations, partnerships, joint
ventures, limited liability companies or other entities in
which SunVest owns, directly or indirectly, any equity
interest (individually, a "SunVest Subsidiary", and
collectively, the "SunVest Subsidiaries")and setting forth
the amount of such equity interest. Except for ownership of
the SunVest Subsidiaries, SunVest has no other assets and
liabilities and, following the distribution of the equity
interests of the SunVest Subsidiaries described in Section
5.3(b) hereof, SunVest will have no assets or liabilities.

     3.4     Compliance with Laws; No Litigation.  SunVest
is in compliance with all applicable laws, orders, rules and
regulations of all governmental bodies and agencies. Except
as set forth on Schedule 3.4 attached hereto, there is no
action, proceeding or investigation pending or, to SunVest's
or the SunVest Shareholders' knowledge, threatened against
or involving or relating to SunVest's assets or the
operation of its business, nor is there any action or
proceeding pending or threatened before any court, tribunal
or governmental body seeking to restrain or prohibit or to
obtain damages or other relief in connection with the
consummation of the transactions contemplated by this
Agreement and the SunVest Merger Documents, or which might
materially and adversely affect SunVest's business, assets,
or ability to consummate the transactions contemplated by
this Agreement and the SunVest Merger Documents. SunVest is
not subject to any judgment, order or decree entered in any
lawsuit or proceeding relating to any of its assets or the
operation of its business.

     3.5     Licenses and Permits.  Except as listed on
Schedule 3.5 attached hereto, SunVest does not hold any
Licenses and Permits.  None of such Licenses and Permits is
subject to any restriction or condition which would limit
the full operation of business by the Surviving Corporation
after the Merger.  SunVest has not received notice of any
violations in respect of any such License and Permit and no
proceeding is pending or, to its or the SunVest
Shareholders' knowledge, is threatened, which seeks
revocation or limitation of any such License and Permit.

     3.6     Intellectual Property. Except as listed on
Schedule 3.6 attached hereto, SunVest does not use any
Intellectual Property.  No claims have been asserted and no
claims are pending or, to its or the SunVest Shareholders'
knowledge, threatened by any person or entity, to the use of
any such Intellectual Property or challenging or questioning
the validity or effectiveness of any state or federal
registration of the Intellectual Property and neither
SunVest nor the SunVest Shareholders know of any basis for
such claim.

     3.7     Financial Information.

          (a)     SunVest shall have delivered to USDA
copies of audited consolidated balance sheets as of December
31, 1998 and December 31, 1999, and consolidated statements
of income, cash flow and shareholders' equity for the fiscal
years ending December 31, 1998 and December 31, 1999, and
shall have delivered its unaudited consolidated balance
sheet and consolidated statement of income for the period
ending February 29, 2000 (the "SunVest Financials").

          (b)     The SunVest Financials (including any
related schedules and/or notes), have been prepared in
accordance with generally accepted accounting principles
consistently applied throughout the periods involved, show
all liabilities, direct and contingent, required at the time
of preparation to be shown in accordance with such
principles and fairly present the financial position and
results of operations of SunVest and the SunVest
Subsidiaries as of the date thereof and for the period
indicated.

          (c)     Except as set forth on Schedule 3.7
attached hereto, neither SunVest nor any SunVest Subsidiary
has any liability or obligation (absolute, accrued,
contingent or otherwise), including any guaranty with
respect to any obligation, except (i) such liabilities or
obligations as are fully reflected or reserved against in
the SunVest Financials; (ii) such liabilities or obligations
which are disclosed in any Schedule to this Agreement or
otherwise in writing to the other parties hereto or which
are not material or otherwise are not required to be so
disclosed, and (iii) such liabilities or obligations as have
been incurred in the ordinary course of business, consistent
with past practice since December 31, 1999.

     3.8     Tangible Personal Property. Except as listed on
Schedule 3.8 attached hereto, SunVest does not own or lease
any tangible personal property.  As of the Closing Date, all
of SunVest's tangible personal property will be free and
clear of any liens, pledges, encumbrances, claims or similar
rights of third parties.  All of the tangible personal
property owned by SunVest and all of the leased tangible
personal property listed in Schedule 3.8 is in good
operating condition, subject to ordinary wear and tear.

     3.9     Real Property.

          (a)     Except as listed on Schedule 3.9 attached
hereto, SunVest does not own, lease, nor has SunVest agreed
to lease or has an obligation to lease any real property
(including any improvements thereon) (hereinafter referred
to as "SunVest Real Property").

          (b)     On the Closing Date, the SunVest Real
Property will be free and clear of any and all liens,
pledges, encumbrances, claims, leases, licenses, occupants
or tenants or similar rights of third parties, except as set
forth on Schedule 3.9 attached hereto. There are no pending
or, or the SunVest's or the SunVest Shareholders' knowledge,
threatened condemnation, eminent domain or similar
proceedings or litigation or other proceedings affecting the
SunVest Real Property or any portion or portions thereof. To
the knowledge of SunVest or the SunVest Shareholders, there
are no pending or threatened requests, applications or
proceedings to alter or restrict any zoning or other use
restrictions applicable to the SunVest Real Property that
would interfere with the conduct of the business of SunVest
or the use of its assets consistent with past practice,
which interference would have a material adverse effect on
its business.

     3.10     Tax Returns and Payments.  All federal, state
and local income, franchise, sales, use, payroll, excise,
business and license tax returns of SunVest and each SunVest
Subsidiary required by law (after taking into account lawful
extensions) to be filed on or before the Closing Date have
been or will be timely filed and SunVest and each SunVest
Subsidiary has paid or will pay all taxes, including
federal, state or local income, franchise, sales, use,
payroll, excise, business and license taxes and any
penalties and interest or other charges applicable thereto
("Taxes") as shown on such returns and which were due prior
to the Closing Date.  No audit of the taxes of SunVest and
each SunVest Subsidiary is currently in progress or has, to
SunVest's or the SunVest Shareholders' knowledge, been
scheduled. Also (except as disclosed in Schedule 3.10):

          (a)     No property of SunVest or any SunVest
Subsidiary is property that it is or will be required to
treat as owned for tax purposes by another person, or is
"tax-exempt use property" as defined in Code section 168(h);

          (b)     neither SunVest nor any SunVest Subsidiary
has ever agreed to or been required to make any adjustment
pursuant to Code section 481(a) by reason of any change in
accounting method initiated by it; the Internal Revenue
Service has not proposed any such adjustment or change in
accounting method; and neither SunVest nor any SunVest
Subsidiary has any application pending with any taxing
authority requesting permission for any change in accounting
method;

          (c)     neither SunVest nor any SunVest Subsidiary
has been a United States real property holding corporation
as defined in Code section 897(c)(2) during the applicable
period specified in Code section 897(c)(1)(A)(ii);

          (d)     neither SunVest nor any SunVest Subsidiary
has made any payments, is obligated to make any payments, or
is a party to any agreement that under certain circumstances
could obligate it to make any payments that will not be
deductible under Code section 280G;

          (e)     neither SunVest nor any SunVest Subsidiary
has filed any consent under Code section 341(f);

          (f)     neither SunVest nor any SunVest Subsidiary
has ever been (i) a member of an affiliated, consolidated,
unitary or combined group filing a consolidated, unitary or
combined tax return except such a group comprised of SunVest
and the SunVest Subsidiaries or (ii) a party to any tax
allocation, sharing or reimbursement agreement or
arrangement;

          (g)     neither SunVest nor any SunVest Subsidiary
has any liability for the taxes of any persons under Treas.
Reg. 1.1502-6 (or any similar provision of state, local or
foreign law), as a transferee or successor, by contract or
otherwise;

          (h)     neither SunVest nor any SunVest Subsidiary
is an obligor on, and none of its assets has been financed
directly or indirectly by, any tax-exempt bonds;

          (i)     neither SunVest nor any SunVest Subsidiary
has executed, become subject to, or entered into any closing
agreement pursuant to Code section 7121 or any predecessor
provision thereof or any similar provision of state, local
or foreign law;

          (j)     neither SunVest nor any SunVest Subsidiary
has pending any ruling requests with any taxing authority;
and

          (k)     Each of SunVest and each SunVest
Subsidiary has disclosed on its federal income tax returns
all positions taken therein that, to the knowledge of
SunVest, the Controlling Shareholders or such SunVest
Subsidiary, could give rise to a substantial understatement
of federal income tax within the meaning of Code section
6662.

     3.11     Contracts.  Schedule 3.11 attached hereto sets
forth a true and complete list of all contracts to which
SunVest is a party or to which SunVest's assets are subject
or bound.  Except as shown on Schedule 3.11, all such
contracts are valid, legally binding and enforceable against
the parties thereto and neither SunVest nor any other party
to any of the contracts is in breach of, or in default
under, any of the contracts and, to the knowledge of SunVest
or the SunVest Shareholders, no event has occurred which,
with the notice or lapse of time, or both, would constitute
a default by SunVest or any other party to any of the
contracts.

     3.12     Insurance.  Schedule 3.12 lists all of the
insurance policies maintained by SunVest, which schedule
includes the name of the insurance company, the policy
number, a description of the type of insurance covered by
such policy, the dollar limit of the policy, and the annual
premiums for such policy.  SunVest will maintain or cause to
be maintained such insurance policies in full force and
effect through the Closing Date.

     3.13     Environmental Matters.

          (a)     To SunVest's or the SunVest Shareholders'
knowledge, except as disclosed on Schedule 3.13, there is no
Hazardous Material within, under, originating from or
relating to any of SunVest Real Property.

          (b)     Neither SunVest nor any of the SunVest
Subsidiaries nor any of its predecessors in interest has
received any notice, or request for information issued,
promulgated, approved or entered under any Environmental
Law.

          (c)     SunVest possesses and is in compliance in
all material respects with all permits, licenses,
certificates, franchises and other authorizations relating
to the Environmental Laws necessary to conduct it business
or required by environmental regulations.

          (d)     SunVest has not, during the past five
years, been subject to any civil, criminal or administrative
action, suit, claim, hearing, notice of violation,
investigation, inquiry or proceeding for failure to comply
with, or received notice of any violation or potential
liability under the Environmental Laws, nor is any of them
or any SunVest Shareholder aware of any information, whether
or not confirmed or reported, which could give rise to any
such potential liability.

          (e)     No real property, site or facility (as
defined in CERCLA, 42 U.S.C 9601(9)) owned or operated by
SunVest is, to the knowledge of SunVest or the SunVest
Shareholders, (i) listed or proposed for listing on the
National Priority List or (ii) listed on CERCLIS promulgated
pursuant to CERCLA, or any comparable list maintained by any
foreign, state or local government authority.

          (f)     There are and were no underground storage
tanks owned or operated by SunVest or any SunVest Subsidiary
 .

          (g)     To the knowledge of SunVest or the SunVest
Shareholders, there are and were no PCBs in or at any
SunVest Real Property or, to the knowledge of SunVest or the
SunVest Shareholders, their prior use, handling, storage,
transport or disposal of PCBs has been in compliance with
all Environmental Laws.

          (h)     To the knowledge of SunVest or the SunVest
Shareholders, there is no friable asbestos or asbestos
containing materials on or in any of SunVest's Real Property
and to SunVest's or the SunVest Shareholders' knowledge,
such SunVest Real Property complies with the Environmental
Laws including but not limited to, Occupational Safety and
Health Act regulations with respect to ambient air exposure
to asbestos.

          (i)     SunVest has not, by contract, agreed to
assume the liability of any other person or entity pursuant
to any of the Environmental Laws.

     3.14     Employee Relations.  Except as set forth on
Schedule 3.14 attached hereto, (a) SunVest is in compliance
in all material respects with all applicable laws respecting
employment and employment practices and terms and conditions
of employment and wages and hours, including but not limited
to those respecting wrongful termination or harassment; and
(b) there is no unfair labor practice charge or complaint
against SunVest or (to its or the SunVest Shareholders'
knowledge) threatened.

     3.15     Absence of Questionable Payments.  To the
knowledge of SunVest or the SunVest Shareholders, neither
SunVest nor any SunVest Subsidiary nor any director,
officer, agent, employee or other person acting on any of
its behalf has (i) used any corporate or other funds for
unlawful contributions, payments, gifts or entertainment, or
made any unlawful expenditures relating to political
activity to government officials or others or established or
maintained any unlawful or unrecorded funds in violation of
Section 30A of the Exchange Act of 1934, as amended, or any
other applicable foreign, federal or state law; or (ii)
accepted or received any unlawful contributions, payments,
expenditures or gifts.

     3.16     Benefit Plans.  Neither SunVest nor any of the
SunVest Subsidiaries maintains any Employee Benefit Plans.

     3.17     Shares to be Delivered.  All of the SunVest
Shares, when issued and delivered to the shareholders of
USDA pursuant to this Agreement, will be duly authorized,
validly issued, fully paid and non-assessable shares of
Common Stock of SunVest, free and clear of all liens,
encumbrances and claims of every kind and nature except
restrictions against transferability without compliance with
applicable federal and state securities laws.

     3.18     Brokers' Fees and Expenses. Neither SunVest
nor any SunVest Shareholder has retained or utilized the
services of any broker, finder, or intermediary, or paid or
agreed to pay any fee or commission to any other person or
entity for or on account of the transactions contemplated
hereby, or had any communications with any person or entity
that would obligate SunVest or USDA to pay any such fees or
commissions.

     3.19     Absence of Material Changes.  Except as set
forth in Schedule 3.19 attached hereto, from December 31,
1999, to the date of this Agreement:

          (a)     there has not been any material adverse
change in the condition (financial or otherwise) of the
business, the liabilities or the assets of SunVest or any of
the SunVest Subsidiaries;

          (b)     there has been no material adverse change
in SunVest's relations with, nor has SunVest lost (or
received notice that it is about to lose) any customers,
distributors or suppliers with which SunVest has significant
business relations;

          (c)     SunVest has operated its business in the
ordinary course and has not sold, assigned, or transferred
any of its assets, except in the ordinary course of its
business consistent with past practice;

          (d)     SunVest has not made any material changes
in the customary methods of operation of its business,
including practices and policies relating to purchasing,
marketing or selling; and

          (e)     Neither SunVest nor any SunVest subsidiary did:

               (i)     incur any indebtedness or other
liabilities (whether absolute, accrued, contingent or
otherwise) or guarantee any such indebtedness, except in the
usual and ordinary course of its business, consistent with
past practice;

               (ii)     suffer any damage, destruction or
loss of tangible assets, whether or not covered by
insurance, in excess of $50,000;

               (iii)     pay, discharge or satisfy any
claims, liabilities or obligations (whether absolute,
accrued, contingent or otherwise) except in each case in the
ordinary course of business;

               (iv)     cancel any debts or waive any claims
or rights of substantial value, except in each case in the
ordinary course of business;

               (v)     permit any material insurance policy
to be canceled or terminated;

               (vi)     pledge or permit the imposition of
any lien on or sell, assign, transfer or otherwise dispose
of any of their tangible assets, except the sale of
inventory in the ordinary course of business;

               (vii)     sell, assign or otherwise transfer
any Intellectual Property;

               (viii)     make any change in any method of
accounting or principle of practice;

               (ix)     write up or down the value of
inventory or determine as collectible any notes or accounts
receivable that were previously considered to be
uncollectible, except for write-ups or write-downs and other
determinations in accordance with GAAP and in the ordinary
course of business and consistent with past practice;

               (x)     grant any general increase in the
compensation payable or to become payable to its officers or
employees (including any such increase pursuant to any
Employee Benefit Plan) or any special increase in the
compensation payable or to become payable to any officer or
employee, except for (A) normal merit and cost of living
increases in the ordinary course of business and in
accordance with past practice and (B) increases pursuant to
collective bargaining agreements;

               (xi)     make any loans which in the
aggregate exceed $5,000 to any employee or make any loans to
any shareholder, officer or director; or

               (xii)     make any commitments for capital
expenditures in excess of $10,000 in the aggregate.

     3.20     Certain Arrangements.  Except as set forth in
Schedule 3.20 attached hereto, there are no material
transactions between SunVest and any shareholder, director,
officer, employee, or other affiliate of SunVest which are
in effect as of the date of this Agreement or that will
continue beyond the Closing Date.

     3.21     Year 2000 Compliance.  Except as set forth on
Schedule 3.21 attached hereto, the SunVest's proprietary
software and accompanying documentation is Year 2000
Compliant in all material respects.  The term "Year 2000
Compliant" shall mean:

          (a)     the functions, calculations and other
computer processes (collectively, "Processes") of SunVest's
proprietary software perform on or after January 1, 2000, in
a manner substantially the same as the manner in which such
Processes performed prior to  January 1, 2000, regardless of
the date in time on which the Processes are actually
performed and regardless of the date of input to SunVest's
proprietary software, whether before, on or after January 1,
2000, and whether or not the dates are affected by leap
years;

          (b)     SunVest's proprietary software accepts,
calculates, compares, sorts, extracts, sequences and
otherwise processes data inputs and date values, returns and
displays date values in a consistent manner regardless of
the dates used, whether before, on or after January 1, 2000;

          (c)     SunVest's proprietary software will accept
and respond to year data input in a manner that resolves any
ambiguities as to the century in a defined, predetermined
and appropriate manner; and

          (d)     SunVest's proprietary software stores and
displays data information in ways that are unambiguous as to
the determination of the century.

     3.22     Full Disclosure.  The statements,
representations and warranties made by SunVest or the
SunVest Shareholders in this Agreement and in the Schedules
attached hereto do not contain any untrue statement of a
material fact or omit to state a material fact known to
SunVest or the SunVest Shareholders necessary to make the
statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.

     3.23     No Liability for Subsidiaries.  SunVest has
acted at all times solely as a holding company with no
operating assets.  All operations of the business holdings
of SunVest have been conducted solely and exclusively by and
through the SunVest Subsidiaries.  To the best of SunVest's
knowledge, SunVest has not and will not have any liability
for any of the current or future obligations of any of the
SunVest Subsidiaries.


                                ARTICLE 4
                            COVENANTS OF USDA

     4.1     Conduct of Business Pending Merger.  USDA
covenants and agrees that, unless SunVest consents in
writing, as may be otherwise provided herein or as may be
necessary for USDA to consummate the transactions described
in Section 4.5 hereof, between the date hereof and the
Closing:

          (a)     it shall carry on its business in the
usual, regular and ordinary course in substantially the same
manner as heretofore conducted and shall use all reasonable
efforts to preserve intact its present business
organizations, keep available the services of its present
officers and employees and preserve its relationships with
customers, suppliers and others having business dealings
with it to the end that its goodwill and ongoing business
shall not be impaired in any material respect at the Closing
Date;

          (b)     it shall not amend or propose to amend its
Articles or Certificate of Incorporation or Bylaws;

          (c)     it shall not: (i) increase the
compensation payable or to become payable to its officers or
employees, except for cash bonuses consistent with past
practice as to the amount and category or employees,
increases in salaries and wages of employees consistent with
past practice, or grant any severance or termination pay to
or enter into any employment or severance agreement with any
of its directors, officers or other employees; (ii)
establish, adopt, enter into or make any new grants or
awards under or amend any employee benefit plan or other
arrangement, plan or policy with one or more of its
directors, officers or employees; or (iii) establish, adopt,
enter into or amend any Employee Benefit Plan;

          (d)     it shall not settle or compromise any
material claims or litigation or, except in the ordinary and
usual course of business, modify, amend or terminate any of
its material contracts or waive, release or assign any
material rights or claims;

          (e)     it shall not permit any material insurance
policy to be canceled or terminated, except in the ordinary
and usual course of business;

          (f)     it shall not commit a breach of, or
default under, any material contract, agreement, license or
instrument to which it is a party or to which any of its
assets may be subject, or violate any applicable law,
regulation, ordinance, order, injunction or decree or any
other requirement of any governmental body or court,
relating to its assets or business if such breach, default
or violation is reasonably likely to result in a material
adverse effect;

          (g)     it shall not, except in the ordinary
course of business (i) factor, discount or otherwise accept
less than full payment with regard to accounts receivable or
other amounts due; (ii) delay payment on, or otherwise alter
the payment terms of, accounts payable or pay the amounts
due thereunder later than the stated date for payment
thereof; or (iii) sell any inventory at less than fair
market value or make any bulk sale of such inventory, or
fail to maintain inventory at ordinary, customary levels;

          (h)     it shall not, except as expressly
permitted by this Agreement, take any action that would or
is reasonably likely to result in any of their
representations and warranties set forth in this Agreement
being untrue in any material respect, or in any of the
conditions in this Agreement set forth in Article 6 not
being satisfied;

          (i)     it shall not (i) authorize capital
expenditures in excess of $50,000 or make any acquisition
of, or investment in, assets or stock of any other person;
(ii) acquire (by merger, consolidation or acquisition of
stock or assets) any corporation, partnership or other
business organization or division thereof; (iii) assume,
guarantee or endorse, or otherwise as an accommodation
become responsible for, the obligations or any person or
make any loans or advances; (iv) enter into any material
contract or agreement other than in the ordinary course of
business; or (v) enter into or amend in any respect any
material contract, agreement, commitment or arrangement with
respect to any of the matters set forth in this Section
4.1(i);

          (j)     it shall not issue, sell, pledge, lease,
dispose of, encumber or authorize the issuance, sale,
pledge, lease, disposition or encumbrance of, (i) any shares
of capital stock of any class, or any options, warrants,
convertible securities or other rights of any kind to
acquire any shares of capital stock, or any other ownership
interest, or (ii) any assets that are material, alone or in
the aggregate except for the sale of products in the
ordinary course of business and consistent with past
practice;

          (k)     it shall not make any tax election or
settle or compromise any material federal, state, local or
foreign income tax liability;

          (l)     it shall not (i) declare or pay any
dividends on or make other distributions in respect of any
of its capital stock, (ii) split, combine or reclassify any
of its capital stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of
or in substitution for shares of its capital stock or (iii)
repurchase or otherwise acquire any shares of its capital
stock;

          (m)     it shall maintain its real and personal
properties in as good a state of operating condition and
repair as they are on the date of this Agreement, except for
ordinary wear and tear or insured casualty in amounts less
than $50,000;

          (n)     it shall not terminate or modify any
material leases, contracts, Licenses and Permits or other
authorizations or agreements affecting its business or its
real and/or personal properties, or the operation thereof,
or enter into any additional lease or contract requiring
expenditure by it of amounts in excess of $50,000 affecting
such properties or the operation thereof;

          (o)     no liens, encumbrances, obligations or
liabilities relating to it, whether absolute or contingent
(including litigation claims), shall be discharged,
satisfied or paid, other than liabilities shown on USDA's
Financials and liabilities incurred after the date thereof
in the ordinary course of business, and no such discharge,
satisfaction or payment shall be effected other than in
accordance with the ordinary payment terms relating to the
liability discharged, satisfied or paid; and

          (p)     it shall not make any changes in
accounting methods, principles or practices.

     4.2     Access.  USDA, prior to the Closing Date, shall
provide SunVest with full access to, and will make available
for inspection and review, all properties, personnel, books,
records and accounts in order that SunVest may have full
opportunity to make such investigation as it shall desire to
make of the affairs of USDA, provided, however, that any
inspection or review shall be conducted by SunVest in a
manner so as to minimize interference with USDA's conduct of
its business and any information obtained as a result of
such inspection or review shall be maintained by SunVest in
confidence and not disclosed to any other person or entity
without the prior written consent of USDA.  No investigation
by SunVest shall affect the representations and warranties
made herein by USDA and the USDA Shareholders.

     4.3     Press Releases.  USDA shall consult with
SunVest as to the form and substance of any public
disclosures related to this Agreement and will not issue any
press release in connection with this Agreement without the
prior written consent of SunVest, which shall be presumed to
have been given if no written communication is received by
USDA from SunVest within three (3) days after receipt by
SunVest of a draft press release from USDA.

     4.4     USDA Business Plan and AT&T Contract.  USDA
shall deliver to SunVest (a) a copy of its Business Plan
(the "USDA Business Plan"), which shall contain, inter alia,
USDA's management's best good faith estimates regarding the
prospects of the business and financial condition of USDA
for at least the next three (3) years and (b) a true and
correct copy of all agreements setting forth the current
contractual arrangement between USDA and AT&T Corp. (the
"AT&T Contract").

4.5  Investment by Siegel and Windspire.  USDA shall:

          (a)     Simultaneously with the execution of this
Agreement, consummate a transaction whereby it shall have
sold 55.56 shares of its Common Stock to each of  Siegel and
Windspire for $50,000 in cash each;

          (b)     Simultaneously with the execution of this
Agreement, execute and deliver the appropriate documents
pursuant to which Windspire shall have agreed to purchase,
and USDA shall have agreed to sell to Windspire, an
additional 444.44 shares of USDA common stock for $900 per
share in cash in accordance with the following schedule:
166.6 shares at the Effective Time and 111.11 shares on or
before each of the 30th and 60th day after the Effective
Time and 55.56 shares on the 90th day after the Effective
Time.

     In connection with the investment by Siegel and
Windspire it is agreed and understood that (i) Siegel and
Windspire, collectively, shall be entitled to elect two out
of the five directors of USDA, (ii) Siegel and Windspire
shall have, and USDA is hereby granting Siegel and
Windspire, the typical, co-called "piggyback" registration
rights and (iii) by its execution of this Agreement, SunVest
is hereby assuming all of USDA's obligations under this
Section 4.5 and any and all documents executed and delivered
by USDA under Section 4.5(b) hereof, including, as a result,
the obligation to issue to Windspire 4,500 SunVest Shares
for each share of USDA common stock which Winsdspire is
entitled to purchase as described in Section 4.5(b) hereof
upon tender by Windspire to SunVest of the appropriate
consideration.

                                   ARTICLE 5
                              COVENANTS OF SUNVEST

     5.1     Conduct of Business Pending Merger.  SunVest
covenants and agrees that, unless USDA consents in writing,
or as may be otherwise provided herein, between the date
hereof and the Closing:

          (a)     it shall carry on its business in the
usual, regular and ordinary course in substantially the same
manner as heretofore conducted and shall use all reasonable
efforts to preserve intact its present business
organization, keep available the services of its present
officers and employees and preserve its relationships with
customers, suppliers and others having business dealings
with it to the end that its goodwill and ongoing business
shall not be impaired in any material respect at the Closing
Date, except that it shall, prior to the Closing Date, make
the distribution described in Section 5.3(b) hereof;

          (b)     it shall not amend or propose to amend its
Articles of Incorporation or Bylaws;

          (c)     it shall not: (i) increase the
compensation payable or to become payable to their officers
or employees, except for cash bonuses consistent with past
practice as to the amount and category or employees,
increases in salaries and wages of employees consistent with
past practice, or grant any severance or termination pay to
or enter into any employment or severance agreement with any
of its directors, officers or other employees; (ii)
establish, adopt, enter into or make any new grants or
awards under or amend any employee benefit plan or other
arrangement, plan or policy with one or more of its
directors, officers or employees; or (iii) establish, adopt,
enter into or amend any Employee Benefit Plan;

          (d)     it shall not settle or compromise any
material claims or litigation or, except in the ordinary and
usual course of business, modify, amend or terminate any of
its material contracts or waive, release or assign any
material rights or claims;

          (e)     it shall not permit any material insurance
policy to be canceled or terminated, except in the ordinary
and usual course of business;

          (f)     it shall not commit a breach of, or
default under, any material contract, agreement, license or
instrument to which it is a party or to which any of its
assets may be subject, or violate any applicable law,
regulation, ordinance, order, injunction or decree or any
other requirement of any governmental body or court,
relating to its assets or business if such breach, default
or violation is reasonably likely to result in a material
adverse effect;

          (g)     it shall not, except in the ordinary
course of business (i) factor, discount or otherwise accept
less than full payment with regard to accounts receivable or
other amounts due; (ii) delay payment on, or otherwise alter
the payment terms of, accounts payable or pay the amounts
due thereunder later than the stated date for payment
thereof; of (iii) sell any inventory at less than fair
market value or make any bulk sale of such inventory, or
fail to maintain inventory at ordinary, customary levels;

          (h)     it shall not, except as expressly
permitted by this Agreement, take any action that would or
is reasonably likely to result in any of their
representations and warranties set forth in this Agreement
being untrue in any material respect, or in any of the
conditions in this Agreement set forth in Article 7 not
being satisfied;

          (i)     it shall not (i) authorize capital
expenditures in excess of $50,000 or make any acquisition
of, of investment in, assets or stock of any other person;
(ii) acquire (by merger, consolidation or acquisition of
stock or assets) any corporation, partnership or other
business organization or division thereof; (iii) assume,
guarantee or endorse, or otherwise as an accommodation
become responsible for, the obligations or any person or
make any loans or advances; (iv) enter into any material
contract or agreement other than in the ordinary course of
business; or (v) enter into or amend in any respect any
material contract, agreement, commitment or arrangement with
respect to any of the matters set forth in this Section
5.1(i);

          (j)     Except with respect to the issuance of any
stock upon the exercise of any stock option or warrants
outstanding on the date hereof, SunVest shall not issue,
sell, pledge, lease, dispose of, encumber or authorize the
issuance, sale, pledge, lease, disposition or encumbrance
of, (i) any shares of capital stock of any class, or any
options, warrants, convertible securities or other rights of
any kind to acquire any shares of capital stock, or any
other ownership interest, or (ii) any assets that are
material, alone or in the aggregate except for the sale of
products in the ordinary course of business and consistent
with past practice and the distribution described in Section
5.3(b) hereof;

          (k)     it shall not make any tax election or
settle or compromise any material federal, state, local or
foreign income tax liability;

          (l)     it shall not (i) except as part of the
distribution described in Section 5.3(b) hereof, declare or
pay any extraordinary dividends on or make other
distributions in respect of any of its capital stock, (ii)
except as part of the reverse stock split described in
Section 5.3(a) hereof, split, combine or reclassify any of
its capital stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of
or in substitution for shares of its capital stock or (iii)
repurchase or otherwise acquire any shares of its capital
stock;

          (m)     it shall maintain its real and personal
properties in as good a state of operating condition and
repair as they are on the date of this Agreement, except for
ordinary wear and tear or insured casualty in amounts less
than $50,000;

          (n)     it shall not terminate or modify any
material leases, contracts, Licenses and Permits or other
authorizations or agreements affecting its business or its
real and/or personal properties, or the operation thereof or
enter into any additional lease or contract requiring
expenditure by SunVest of amounts in excess of $50,000
affecting such properties or the operation thereof;

          (o)     No liens, encumbrances, obligations or
liabilities relating to it, whether absolute or contingent
(including litigation claims), shall be discharged,
satisfied or paid, other than liabilities shown on its
financial statements delivered hereunder and liabilities
incurred after the date thereof in the ordinary course of
business and in normal amounts, and no such discharge,
satisfaction or payment shall be effected other than in
accordance with the ordinary payment terms relating to the
liability discharged, satisfied or paid; and

          (p)     it shall not make any changes in
accounting methods, principles or practices.

     5.2     Access.  Prior to the Closing Date, SunVest
shall provide USDA with full access to, and will make
available for inspection and review, all properties,
personnel, books, records and accounts in order that USDA
may have full opportunity to make such investigation as it
shall desire to make of the affairs of SunVest and the
SunVest Subsidiaries, provided, however, that any inspection
or review shall be conducted by USDA in a manner so as to
minimize interference with SunVest's conduct of its business
and any information obtained as a result of such inspection
or review (except for information which is already public
information) shall be maintained by USDA in confidence and
not disclosed to any other person or entity without the
prior written consent of SunVest.  No investigation by USDA
shall affect the representations and warranties made herein
by SunVest and the SunVest Shareholders.

     5.3     Specific Actions Before and at Closing.  Before
Closing, SunVest shall:

          (a)     effect a 3.6:1 reverse stock split of its
Common Stock;

          (b)     effect a distribution of the equity
interests of the SunVest Subsidiaries to the shareholders of
SunVest pro-rata, where such distribution shall have been
approved by the board of directors and shall have been
accompanied by a Disclosure Statement (herein so called)
containing summary financial information about SunVest and
USDA, SunVest's management's position regarding the income
tax consequences of the distribution and such other
information as may be necessary or appropriate to be
included in a disclosure statement of this type; and

          (c)     cause its present directors to duly elect
five (5) nominees of USDA as SunVest's directors, with the
present directors of SunVest resigning effective as of the
Closing Date.

     5.4     Press Releases.  SunVest shall consult with
USDA as to the form and substance of any public disclosures
related to this Agreement and will not issue any press
release in relation to this Agreement without the prior
written consent of USDA, which consent shall be presumed to
have been given if no written communication is received by
SunVest from USDA within three (3) days after receipt by
USDA of a draft press release from SunVest.


                                ARTICLE 6
                  CONDITIONS PRECEDENT TO OBLIGATION OF
                            SUNVEST TO CLOSE

     Each and every obligation of SunVest under this
Agreement to be performed on or prior to the Closing shall
be subject to the fulfillment, on or prior to the Closing,
of each of the following conditions:

     6.1     Representations and Warranties True at Closing.
The representations and warranties made by USDA and the USDA
Shareholders in or pursuant to this Agreement or given on
their behalf hereunder shall be true and correct on and as
of the Closing Date with the same effect as though such
representations and warranties had been made or given on and
as of the Closing Date.

     6.2     Obligations Performed. (a) The transactions
described in Section 4.5 hereof shall have been effected in
accordance with their terms and (b) USDA shall have
performed and complied with all other covenants, agreements,
obligations and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

     6.3     Closing Deliveries.  USDA shall have delivered
to SunVest each of the following, together with any
additional items which SunVest may reasonably request to
effect the transactions contemplated herein:

          (a)     the Articles of Merger duly executed by USDA;

          (b)     a certified copy of the resolutions of the
board of directors of USDA and resolutions of the
shareholders of USDA authorizing and approving the Merger
and the execution, delivery and performance of this
Agreement and the USDA Merger Documents, together with an
incumbency certificate with respect to the officers of USDA
executing documents or instruments on behalf of USDA;

          (c)     a certificate of the President of USDA
certifying as to the matters set forth in Sections 6.1 and
6.2 hereof and as to the satisfaction of all other
conditions set forth in this Article 6;

          (d)     written consents from all parties,
including parties to all leases and Contracts, whose consent
to the Merger is required;

          (e)     the corporate minute book, seal and stock
transfer book of USDA and its predecessors (if any)
certified by the corporate secretary (in form and substance
acceptable to SunVest) as being true, correct and complete;

          (f)     stock certificates representing all of the
issued and outstanding shares of capital stock of USDA; and

          (g)     investment representations and
questionnaire in the form attached hereto as Schedule 6.3(g)
executed by the shareholders of USDA as required in
connection with SunVest's reliance on an exemption from
registration of the SunVest Shares to be issued to the
shareholders of USDA under the Securities Act of 1933.

     6.4     No Challenge.  There shall not be pending or
threatened any action, proceeding or investigation before
any court or administrative agency by any government agency
or any pending action by any other person, challenging, or
seeking material damages in connection with, the acquisition
by SunVest of USDA's assets pursuant to the Merger or the
ability of SunVest to own and operate USDA or otherwise
materially adversely affecting the business, assets,
prospects, financial condition or results of operations of
USDA.

     6.5     No Material Adverse Change.  Since the date of
this Agreement, there shall have been no material adverse
changes in the business, financial condition, results of
operations and/or assets (without giving effect to the
consequences of the transactions contemplated by this
Agreement) of USDA.


                                  ARTICLE 7
                          CONDITIONS PRECEDENT TO
                        USDA'S OBLIGATIONS TO CLOSE

     Each and every obligation of USDA under this Agreement
to be performed on or prior to the Closing, shall be subject
to the fulfillment, on or prior to the Closing, of each of
the following conditions:

     7.1     Representations and Warranties True at Closing.
The representations and warranties made by SunVest and the
SunVest Shareholders in or pursuant to this Agreement or
given on their behalf hereunder shall be true and correct on
and as of the Closing Date with the same effect as though
such representations and warranties had been made or given
on and as of the Closing Date.

     7.2     Obligations Performed.  SunVest shall have
performed and complied with all of the covenants,
agreements, obligations and conditions required by this
Agreement to be performed or complied with by it prior to or
at the Closing.

     7.3     Closing Deliveries.  SunVest shall have
delivered to USDA each of the following, together with any
additional items which USDA may reasonably request to effect
the transactions contemplated herein:

          (a)     the Articles of Merger duly executed by SunVest;

          (b)     certified copies of the resolutions of the
board of directors of SunVest authorizing and approving the
execution, delivery and performance of this Agreement by
SunVest and the SunVest Merger Documents, together with an
incumbency certificate with respect to the officers of
SunVest executing documents or instruments on behalf of
SunVest;

          (c)     a certificate of the President of SunVest
certifying as to the matters set forth in Sections 7.1 and
7.2 hereof and as to the satisfaction of all other
conditions set forth in this Article 7; and

          (d)     written confirmation from SunVest's
transfer agent that stock certificates evidencing the
SunVest Shares have been issued in the name of the
shareholders of USDA.

     7.4     No Challenge.  There shall not be pending or
threatened any action, proceeding or investigation before
any court or administrative agency by any government agency
or any pending action by any other person, challenging or
seeking material damages in connection with, the acquisition
by SunVest of USDA's assets pursuant to the Merger or the
ability of SunVest to own and operate or otherwise
materially adversely affecting the business prospects,
financial condition or results of operations of SunVest.

     7.5     No Material Adverse Change.  Since the date of
this Agreement there shall have been no material adverse
changes in the business, financial condition, results of
operations and/or assets (without giving effect to the
consequences of the transactions contemplated by this
Agreement) of SunVest.


ARTICLE 8
TERMINATION

     8.1     Termination.  This Agreement may be terminated
as follows:

          (a)     at any time by mutual written consent of
SunVest and USDA;

          (b)     by either SunVest or USDA if the Closing
does not occur on or before May 31, 2000;

          (c)     by SunVest if (I) copies of the USDA
Business Plan, AT&T Contract and USDA Financials are not
delivered to SunVest on or before April 14, 2000, or (ii) it
delivers to USDA, on or before April 21, 2000, a written
notice that it is dissatisfied with the results of its due
diligence review of USDA, such notice containing an
explanation of the basis for such dissatisfaction; or

          (d)     by USDA if (I) a copy of the SunVest
Financials are not delivered to USDA on or before April 14,
2000, or (ii) it delivers to SunVest, on or before April 21,
2000, a written notice that it is dissatisfied with the
results of its due diligence review of SunVest, such notice
containing an explanation of the basis for such
dissatisfaction.

     8.2     Effects of Termination.  In the event this
Agreement is terminated pursuant hereto, no party hereto
shall have any obligations to any other party hereto.
Without limiting the generality of the foregoing, upon
termination of this Agreement, it is specifically agreed and
understood that any and all agreements among Siegel,
Windspire and USDA contemplated under Section 4.5 hereof to
be performed after the date of such termination, and all of
SunVest's obligations related thereto, shall automatically
become null and void. Nothing herein shall preclude,
however, any action or claim for damages to which any party
is otherwise entitled as a result of breach by another party
hereto.  In the event of any termination, each of the
parties shall promptly return to the other, all documents
and other written information received from the other in
connection with the transactions contemplated by this
Agreement.  All information received by any of the parties
shall be kept confidential in accordance with Sections 4.2
and 5.2 hereof.


                                 ARTICLE 9
                         MISCELLANEOUS PROVISIONS

     9.1     Survival.  The representations, warranties,
covenants and agreements contained in this Agreement and in
other documents delivered at the Closing shall survive the
Closing for a period ending on the first anniversary date of
the Closing and shall thereafter cease to be of any force
and effect, except for (a) claims as to which notice has
been given prior to such date and which are pending on such
date and (b) representations and warranties relating to
taxes, ERISA, and Environmental Matters, each of which shall
survive until the end of the statute of limitations
applicable to the underlying claim.  Neither such survival
nor the liability of any party with respect to the party's
representations and warranties shall be reduced by any
investigation made at any time by or on behalf of any party.

     9.2     Severability.  If any provision of this
Agreement is prohibited by the laws of any jurisdiction as
those laws apply to this Agreement, that provision shall be
ineffective to the extent of such prohibition and/or shall
be modified to conform with such laws, without invalidating
the remaining provisions hereof.

     9.3     Modification.  This Agreement may not be
changed or modified except in writing specifically referring
to this Agreement and signed by each of the parties hereto.

     9.4     Survival; Binding Agreement.  Except as
otherwise provided herein, the terms and conditions hereof
shall survive the Closing and shall inure to the benefit of
and be binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns.

     9.5     Counterparts.  This Agreement may be executed
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.

     9.6     Notices.  All notices, requests, demands,
claims and other communications hereunder shall be in
writing and shall be deemed duly given if personally
delivered, sent by facsimile or e-mail, sent by a recognized
overnight delivery service which guarantees next day
delivery or mailed by registered or certified mail, return
receipt requested, postage prepaid and addressed to the
intended recipient as set forth below.

     If to USDA:              US Data Authority, Inc.
                              3500 NW Boca Raton Boulevard, Suite 904
                              Boca Raton, FL 33431
                              Attn: Dominick F. Maggio
                              Phone: (561) 368-0032
                              FAX:(561) 395-5425
                              E-Mail: dmaggio@usda.net
                                     or dfmaggio@aol.com

          with a copy to:     Michael A. Littman, P.C.
                              10200 N. 44th Avenue
                              Wheat Ridge, CO 80033
                              Phone: (303) 422-8127
                              FAX: (303) 422-7796
                              E-mail:  MALATTYCO@aol.com

     If to SunVest:           SunVest Resorts, Inc.
                              307 South 21st Avenue
                              Hollywood, Florida 33020
                              Attn: Harvey Birdman
                              Phone: (954) 922-6070
                              FAX: (954) 921-5080
                              E-mail: HBSunVest@AOL.com

          with a copy to:     Dinur & Associates, P.C.
                              One Lakeside Commons
                              990 Hammond Drive, Suite 760
                              Atlanta, Georgia 30328
                              Attn: Daniel D. Dinur
                              Phone: (770) 395-3170
                              FAX:  (770) 395-3171
                              E-mail: dinurlaw@mindspring.com

or at such other address as any party hereto notifies the
other parties hereof in writing.

     9.7     Entire Agreement; No Third Party Beneficiaries
This Agreement, together with the Schedules attached hereto,
constitutes the entire agreement and supersedes any and all
other prior agreements and undertakings, both written and
oral, among the parties, or any of them, with respect to the
subject matter hereof and, except as otherwise expressly
provided herein, is not intended to confer upon any person
other than SunVest and USDA, and, after the Closing Date,
the shareholders of the Surviving Corporation, any rights or
remedies hereunder.

     9.8     Further Assurances. The parties to this
Agreement agree to execute and/or deliver, either before or
after Closing, any further documents or agreements
contemplated hereby and/or necessary or appropriate to
effectuate and consummate the transactions contemplated
hereby.

     9.9     Waivers. Any term or condition of this
Agreement may be waived only by the party to whom the
benefit of such term or condition runs and only if that
party signs a writing to such effect.  No waiver of any
provision of this Agreement shall be deemed a waiver of any
other provision, irrespective of similarity, or shall
constitute a continuing waiver unless otherwise expressly
provided.  No failure or delay on the part of any party
exercising any right, power or privilege under any term or
condition of this Agreement shall operate as a waiver
thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any other right,
power or privilege.

     9.10     Assignment.  Neither this Agreement nor any
rights or obligations hereunder may be assigned, directly,
indirectly, voluntarily or by operation of law, by any party
to this Agreement, except with the written consent of the
other party hereto.

     9.11     Headings.  The headings of the articles and
sections contained in this Agreement are for reference
purposes only and shall not affect the meaning or
interpretation of this Agreement.

     9.12     Expenses.  Except as otherwise expressly
specified herein, each of the parties shall bear its own
expenses associated with the negotiation and execution of
the Agreement and the consummation of the transactions
contemplated hereby, including without limitation legal and
accounting fees and expenses.

                        [Signatures appear on next page]

     IN WITNESS WHEREOF, this Agreement has been executed as
of the date first above written.

                         US Data Authority, Inc., a Florida
corporation

                         By:   /S/ Dominick F. Maggio
                             ----------------------------------------
                             Dominick F. Maggio, President
                             and Chief Operating Officer


                             "USDA Shareholders"
                             (as to Article 2 only)


                                 Big Sky & Associates, LLC

                              By:    /S/ David Applebaum
                              David Applebaum, Manager

                          SunVest Resorts, Inc., a Florida corporation

/S/ Patricia Siegel               By: /S/ Harvey Birdman
-------------------------            ----------------------------------
Patricia Siegel                      Harvey Birdman,
Executive Vice President
(as to Section 4.5 only)

                                     "SunVest Shareholders"
Windspire Venture Capital LLC        (as to Article 3 only)
a New Jersey limited liability
company
                                      /S/ Herbert Hirsch
                                      --------------------------------
By: /S/ Melvyn B. Siegel              Herbert Hirsch
----------------------------
Melvyn B. Siegel
Managing Member                       /S/ Harvey Birdman
(as to Section 4.5 only)              ---------------------------------
                                      Harvey Birdman

                                      /S/ Louis Birdman
                                      ---------------------------------
                                      Louis Birdman

                                      /S/ Diane Birdman
                                      ---------------------------------
                                      Diane Birdman

                                      /S/ Bonita Hirsch
                                      ---------------------------------
                                      Bonita Hirsch

_____________________________________________________________________
                Schedules 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10,
                    3.11, 3.12, 3.13, 3.14, 3.19, 3.20 and 3.21


                                       NONE
_____________________________________________________________________

                                  Schedule 3.3

A.     Convertible Securities, Etc.

       None

B.     5% or More Beneficial Owners

     1.     Harvey Birdman
     2.     Diane Birdman
     3.     Louis Birdman
     4.     Herbert Hirsch
     5.     Norman Berman

B.     Subsidiaries.

     1.     Colony Plaza Development, Inc., a Florida corporation;
     2.     Cove Development, Inc., a Florida corporation;
     3.     Telshare, Inc., a New Jersey corporation - inactive since
                1996; and
     4.     Lakeshore Club Development, L.C., a Florida limited
                liability company.


                         Exhibit 21


                 Subsidiaries of Registrant

Colony Plaza Development, Inc.
Cove Development, Inc.


                         Exhibit 27

                   Financial Data Schedule
                    SUNVEST RESORTS, INC.

Item Number  Item Description
-----------  -----------------------------------      December 31
                                                   1999         1998
                                                ----------  ----------
5-02(1)      Cash and cash items                     9,200     852,800
5-02(2)      Marketable securities                       0           0
5-02(3)(a)(1)Notes and accounts receivable - trade 603,400   1,096,100
5-02(4)      Allowances for doubtful accounts      184,000      99,000
5-02(6)      Inventory                           6,138,300   6,402,900
5-02(9)      Total current assets                6,838,200   8,518,200
5-02(13)     Property, plant and equipment       5,784,200   3,832,200
5-02(14)     Accumulated depreciation              286,200      84,400
5-02(18)     Total Assets                       12,645,700  13,300,400
5-02(21)     Total current liabilities           1,710,200   2,351,200
5-02(22)     Bonds, mortgages and similar debt  12,255,200  11,298,200
5-02(28)     Preferred stock - mandatory redemption      0           0
5-02(29)     Preferred stock - no mandatory redemption   0           0
5-02(30)     Common stock                          180,000     177,500
5-02(31)     Other stockholder's equity            699,600     579,600
5-02(32)     Total liabilities and stockholders'
               equity                           12,645,700  13,300,400
5-03(b)1(a)  Net sales of tangible products        994,900   2,598,000
5-03(b)1     Total revenues                      2,234,100   3,189,100
5-03(b)2(a)  Cost of tangible goods sold           500,200   1,712,100
5-03(b)2     Total costs and expenses applicable
             to sales and revenues               2,044,600   1,288,900
5-03(b)3     Other costs and expenses              731,400     114,900
5-03(b)5     Provision for doubtful accounts
             and notes                              85,000      10,000
5-03(b)(8)   Interest and amortization of debt
             discount                            1,243,600     745,000
5-03(b)(10)  Income before taxes and other items
                                                (2,058,900)   (317,900)
5-03(b)(11)  Income tax expense                    231,500    (140,700)
5-03(b)(14)  Income/loss continuing operations  (2,224,000)   (204,900)
5-03(b)(15)  Discontinued operations                     0           0
5-03(b)(17)  Extraordinary items                         0           0
5-03(b)(18)  Cumulative effect - changes in              0           0
             accounting principles                       0           0
5-03(b)(19)  Net income or loss                 (2,224,000)   (204,900)
5-03(b)(20)  Earnings per share - primary            (0.25)      (0.02)
5-03(b)(20)  Earnings per share - fully diluted      (0.25)      (0.02)