<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------

                                FORM 10-KSB/A-1

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
</TABLE>

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

              FOR THE TRANSITION PERIOD FROM             TO

                        COMMISSION FILE NUMBER: 0-26886
                             HTTP TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                           <C>
                  DELAWARE                                     13-4148725
      (State or other jurisdiction of             (IRS Employer Identification Number)
               incorporation)

    46 Berkeley Square, Mayfair, London,                        W1J 5AT
               United Kingdom                                  (Zip Code)
  (Address of principal executive offices)
</TABLE>

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

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011 44 207 598 4070

         Securities registered under Section 12(b) of the Exchange Act:

<TABLE>
<S>                                                 <C>
         TITLE OF EACH CLASS REGISTERED:               NAME OF EACH EXCHANGE ON WHICH REGISTERRED:
--------------------------------------------------  --------------------------------------------------
                       None                                                None
</TABLE>

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, PAR VALUE $0.001
                            ------------------------

                                (TITLE OF CLASS)

    Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes  / /    No  /X/

    Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  /X/.

    State the issuer's revenues for its most recent fiscal year: $0.

    State the aggregate market value of the voting and non-voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. The aggregate market value of the voting and non-voting stock
held by non-affiliates of the registrant is approximately $106,575,345 as of
March 24, 2000.

    State the number of shares outstanding of each of the registrant's classes
of common equity as of the latest practicable date: 33,118,940 shares
(post-split) of the registrant's common stock are issued and outstanding as of
March 24, 2000.

                      DOCUMENTS INCORPORATED BY REFERENCE

    If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424 (b) or
(c) of the Securities Act of 1933. None

    Transitional Small Business Disclosure Format (check
one):  Yes  / /    No  /X/

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                    NOTE REGARDING AMENDMENT AND RESTATEMENT

    The Annual Report on Form 10-KSB of HTTP Technology, Inc., formerly known as
Internet Holdings, Inc. ("HTTP" or the "Company"), for the fiscal year ended
December 31, 1999, dated March 29, 2000 and filed on March 30, 2000, is hereby
amended and restated in its entirety. This amendment and restatement is
necessary to reflect the impact of the revised accounting treatment, in
accordance with the requirements of Emerging Issues Task Force Issue No. 96-18
(EITF 96-18), for the issuance of shares of the Company's Common Stock, par
value $0.001 per share, to a service provider in December 1999.

    During December 1999, the Company entered into a consulting agreement with a
third party that was to provide acquisition services for a one-year period in
exchange for 1,200,000 shares of the Company's Common Stock. While the agreement
was dated December 1999 and was related to future services, the Company believed
that the shares were issued primarily for services provided in the past. The
shares were therefore recorded based on the average share price during
October 1999, the period in which the service provider performed certain
services. As of December 31, 1999, the Company recorded a prepaid expense of
$194,445 in relation to this agreement.

    Under EITF 96-18, where fully vested and non-forfeitable shares are issued,
the measurement date occurs when the agreement is entered into between the two
parties. This occurred on December 22, 1999, at which point the Company's share
price was approximately $1.35. Accordingly, in the restated financial
statements, the Company recorded a prepaid expense of $1,580,055 compared to
$194,445 in the previously filed financial statements. The prepaid expense is
being amortized on a straight-line basis over the 12-month period of the
agreement. As a result of these adjustments, as of December 31, 1999, total
assets were revised from $1,368,474 to $2,754,084, total stockholders' equity
was revised from $1,232,883 to $2,618,493 and net income/(loss) was revised from
$4,162 to ($30,228). Since this restatement involves non-cash consideration, it
has no effect on the Company's cash position or shares in issue.

    On October 10, 2000, the Company's stockholders approved a change of the
Company's name from Internet Holdings, Inc. to HTTP Technology, Inc. On
December 19, 2000, upon written consent by stockholders holding an aggregate of
70.3% of the votes eligible to be cast at a meeting of stockholders, the Company
was reincorporated from Utah to Delaware. On February 5, 2001, the Company
effected a 2-for-1 forward split of its Common Stock. While this Annual Report
is prepared for the fiscal year ended December 31, 1999, this Amended and
Restated Report reflects each of the foregoing events that occurred subsequent
to December 31, 1999.

                           FORWARD-LOOKING STATEMENTS

    This report contains forward-looking statements. The forward-looking
statements include all statements that are not statements of historical fact.
The forward-looking statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "plans" or the negative or other variations of those or comparable
terms. Our actual results could differ materially from the anticipated results
described in the forward-looking statements. Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.

                                       2
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

A. BUSINESS DEVELOPMENT

    BACKGROUND

    HTTP Technology, Inc. is a Delaware Corporation which was incorporated in
Utah on March 8, 1977 (hereinafter, "HTTP" or "the Company") under the name
Trolley Enterprises, Inc. The Company is authorized to issue 100,000,000 shares
of common stock, par value $0.001 per share (the "Common Stock"). As of
March 24, 2000, 33,118,940 shares of common stock and warrants to purchase
2,000,000 shares of common stock were issued and outstanding.

    HTTP has not been subject to bankruptcy, receivership or any similar
proceedings.

    HTTP maintains its corporate offices at 46 Berkeley Square, Mayfair, London,
United Kingdom W1J 5AT.

    ACQUISITION AND DIVESTITURE OF CHIRON SYSTEMS LTD.

    Pursuant to an acquisition agreement dated May 22, 1997, the Company
acquired Chiron Systems Ltd. ("Chiron"), a developer of Integrated Services
Digital Network (ISDN) related products. Subsequently, the Company decided to
divest Chiron, such divestiture taking effect as of December 19, 1997. As a
result of the divestiture of Chiron, the Company was unable to deliver products
and technology as contracted under agreements with its joint venture partners.
This failure led to legal proceedings against the Company. In November 1999, the
Company settled these legal proceedings and entered into a comprehensive
settlement agreement. Under the settlement agreement the Company agreed not to
pursue claims against certain assets purchased from the joint venture partners,
the joint venture partners agreed not to pursue claims against the Company for
alleged negligence and breach of contract and the Company was released from
debts totaling approximately $300,000. This resulted in a net write off to the
Company of $1.9 million all of which was recorded on the books of the
predecessor prior to the December 22, 1999 reverse acquisition.

    REVERSE ACQUISITION OF THE COMPANY BY FAIRFAX EQUITY LTD.

    On October 27, 1999, the Company entered into a conditional Acquisition
Agreement and Plan of Reorganization (the "Reorganization Agreement") with
Fairfax Equity Ltd. ("Fairfax"), a holding company, and the stockholders of
Fairfax whereby the Company would acquire all of the issued capital stock of
Fairfax. The acquisition was contingent upon the completion by the Company of
its previously unfiled audited financial statements, the filing of all
outstanding reports required by the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the settlement of all outstanding legal proceedings.
On December 22, 1999, all the conditions precedent to the Reorganization
Agreement were met by the Company and, accordingly, the Company and Fairfax
proceeded to implement the transactions contemplated by the Reorganization
Agreement. Pursuant to this implementation, the Company issued a total of
17,280,000 shares of common stock to the shareholders of Fairfax in order to
acquire 100% of the issued capital stock of Fairfax. These shares accounted for
80.3% of the issued share capital of the Company. The shareholders of Fairfax as
a group thus acquired a majority of the shares issued and STG Holdings Plc
("STG"), the major shareholder of Fairfax, controlled 60.2% of the Company.
Simultaneously with the closing of the Reorganization Agreement, Stefan
Allesch-Taylor, the Company's present President, Chief Executive Officer and
Director, Nicholas Thistleton, and Sir Euan Calthorpe were appointed to the
Board of Directors.

                                       3
<PAGE>
B. CURRENT BUSINESS OPERATIONS

    GENERAL

    HTTP intends to make strategic acquisitions in Internet and Internet-related
businesses in Europe, the United States and other regions as these markets
expand. These acquisitions will be effected through the purchase of both
minority and majority interests, joint ventures, partnerships and alliances. It
is anticipated that the Company will take an active role in the management and
development of the acquired companies, adding financial and management resources
to the companies in which it invests. It is anticipated that HTTP's
collaborative network will enable a mutual leveraging of resources that will
enhance the long-term market potential of its companies and create value for the
Company's shareholders. As of March 31, 2000, HTTP has raised $4.95 million, net
of expenses, pursuant to a Regulation S offering of 10,000,000 common shares to
pursue its investing strategy.

    COMPETITION

    The Company will face competition from other capital providers including
publicly-traded Internet companies, venture capital companies and large
corporations. Many of these competitors have greater financial resources and
brand name recognition than the Company. These competitors may limit the
Company's opportunity to acquire interests in other attractive Internet and
Internet related companies. If the Company cannot acquire interests in such
companies on reasonable terms, the business strategy of creating a collaborative
network of Internet companies may not succeed.

    The Company's Internet investments will compete in the electronic technology
and Internet service arenas, specifically e-commerce businesses. The market for
Internet products and services is rapidly evolving and highly competitive.
Although HTTP believes that the diverse segments of the Internet market will
provide opportunities for more than one supplier of products and services
similar to those of the Company's prospective Internet investments, it is
possible that a single supplier may dominate one or more market segments. The
Company believes the principal competitive factors in this market are name
recognition, performance, ease of use, variety of value-added services,
functionality and features and quality of support. It is anticipated that
competitors will include a wide variety of companies and organizations,
including Internet software, content, service and technology companies,
telecommunication companies, cable companies and equipment/technology suppliers.
Once fully operational, a number of the Company's competitors will have greater
financial, technical and marketing resources than the Company.

    EMPLOYEES

    As of March 24, 2000, HTTP had 5 employees, of which all are full-time
employees.

C. OFFER TO ACQUIRE RADICAL TECHNOLOGY PLC

    On March 3, 2000, the Company offered to acquire all of the issued and
outstanding shares of HTTP Software, Plc (formerly Radical Technology Plc
("RadTech")), in a stock-for-stock transaction valued at approximately
$12 million (the "Offer"). Pursuant to the Offer, HTTP offered 100 shares of
common stock of the Company (the "Exchange Stock") for every 143 shares of
capital stock of RadTech. Assuming full acceptance of the offer, 2,563,428
shares of the Company will be issued then constituting approximately 7.7% of the
Company's outstanding shares. The Exchange Stock will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"). However, as a
condition of the Offer, within twelve months from the date of issue of the
Exchange Stock, the Company shall file a registration statement with the
Securities and Exchange Commission (the "Commission") covering the Exchange
Stock. Furthermore, during this twelve-month period, the Company shall not
file a registration statement covering any shares held by STG Holdings Plc, the
39% shareholder of the Company. Through March 31, 2000, shareholders holding
approximately 57% of the

                                       4
<PAGE>
RadTech shares had irrevocably undertaken to accept the Offer. However, no
assurance can be given that the transactions contemplated by the Offer will
close.

    RadTech is a publicly quoted English company whose shares are traded on the
London Stock Exchange OFEX market. RadTech is a computer software developer,
business systems integrator and package software supplier. The majority of its
current products and services are Internet/Intranet related, primarily utilizing
Microsoft(R) development tools. The Company's management believes that the
acquisition of RadTech represents the first step in its strategy of investing
in, partnering and acquiring businesses involved in the Internet, business
e-commerce and telephony. Furthermore, management expects that RadTech will form
the core technical base in Europe for the Company's Internet, e-commerce and
software development activities and the experience and expertise of the
management team at RadTech will substantially assist the Company in achieving
its goals.

ITEM 2. DESCRIPTION OF PROPERTY.

    The Company maintains its corporate offices at 46 Berkeley Square, Mayfair,
London, United Kingdom W1J 5AT (the "Office"). The Office is comprised of 9,462
square feet. The lease is renewable annually.

ITEM 3. LEGAL PROCEEDINGS.

    No material legal proceedings to which the Company (or any officer or
director of the Company, or any affiliate or owner of record or beneficially of
more than five percent of the common stock, to management's knowledge) is a
party or to which the property of the Company is subject is pending, and no such
material proceeding is known by management of the Company to be contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matter was submitted to a vote of security holders during the fourth
quarter of 1999.

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    MARKET INFORMATION

    As of July 22, 1977, the prices for the shares of the Company's common stock
have been quoted on the "OTC-Bulletin Board," maintained by the National
Association of Securities Dealers, Inc. The common stock is presently trading
under the symbol "HTTP".

    The following table sets forth the range of high and low bid information for
HTTP common stock for each quarter within the last two fiscal years. The
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions:

<TABLE>
<CAPTION>
                                                              1999                  1998
                                                         BID PRICES ($)        BID PRICES ($)
                                                       -------------------   -------------------
PERIOD                                                   HIGH       LOW        HIGH       LOW
------                                                 --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>
First Quarter........................................  0.875      0.09375    0.15625    0.046875
Second Quarter.......................................  0.25       0.125      0.15625    0.125
Third Quarter........................................  0.203125   0.078125   0.15625    0.078125
Fourth Quarter.......................................  2.375      0.078125   0.5625     0.03125
</TABLE>

    HOLDERS

    On March 24, 2000, there were 790 holders of record of HTTP Common Stock.

                                       5
<PAGE>
    DIVIDENDS

    The Company has never declared or paid cash dividends on its common stock.
The Company currently intends to retain earnings, if any, to support its growth
strategy and does not anticipate paying cash dividends in the foreseeable
future. Payment of future dividends, if any, will be at the discretion of the
Company's Board of Directors after taking into account various factors,
including the Company's financial condition, operating results, current and
anticipated cash needs and plans for expansion.

    RECENT SALES OF UNREGISTERED SECURITIES

    On October 25, 1999, the Company raised $50,000 through the issuance of a
Convertible Loan Note (the "Note") to Palamon (Gestion) S.A. The Note was
offered pursuant to an exemption from registration under Regulation S
promulgated under the Securities Act. The purpose of this funding was to enable
the Company to file all outstanding reports required by the Exchange Act, and to
search for suitable acquisition candidates in the Internet related fields. The
Note bore interest at 5.5% per annum. The Note was converted by the Note holder
into 400,000 shares of common stock in the Company at the rate of $0.125 per
share on January 24, 2000.

    On December 22, 1999, the Company entered into an annual consulting
agreement with Oxford Capital, Inc. Payment was made by the issuance of
1,200,000 shares of common stock at the weighted average rate of approximately
$1.35 per share. Such shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act.

    On January 6, 2000, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with Panther Capital Ltd. ("Panther") to sell shares
of common stock and warrants of the Company pursuant to an exemption from
registration under Regulation S promulgated under the Securities Act. Under the
Underwriting Agreement, the Company sold 10,000,000 shares of its common stock,
par value $0.001 (the "Panther Shares"), at a price of $0.50 per share to
certain sub-underwriters named in the Underwriting Agreement, for whom Panther
acted as lead underwriter. In consideration for such underwriting, Panther
received warrants to purchase up to 2,000,000 shares of common stock of the
Company (the "Warrants"). The Warrants are exercisable at $0.50 per share if
exercised within one year of the date of the first closing of the Agreement
which occurred on January 28, 2000 (the "First Closing") and at a price of $5.00
per share if exercised within two years of the date of the First Closing.
Warrants which have not been exercised before the second anniversary of the
First Closing will expire automatically.

    Under the Underwriting Agreement the Company had agreed to prepare and file
with the Commission a registration statement covering 25% of the Panther Shares
within 90 days of the completion of the offering of the Panther Shares (the
"Registration Statement"). Prior to and during the period of 120 days after the
Registration Statement is declared effective by the Commission, the Company has
agreed not, without prior written consent of Panther, to issue, offer, sell, or
grant options to purchase or otherwise dispose any of the Company's equity
securities or any other securities convertible into or exchangeable for its
common stock or other equity security, other than pursuant to transactions
already disclosed to Panther. Additionally, for a period of 180 days after the
first date that any of the Panther Shares are released for sale to the public,
the officers and directors of the Company have agreed not to directly or
indirectly sell or offer to sell or otherwise dispose any of their shares of
common stock of the Company or any right to acquire any such shares without the
prior written consent of Panther.

                                       6
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

    PLAN OF OPERATION

    The Company intends to make strategic acquisitions in Internet and Internet
related businesses in Europe, the United States and other regions as these
markets expand. These acquisitions will be effected through the purchase of both
minority and majority interests, joint ventures, partnerships and alliances. It
is anticipated that the Company will provide value added services for portfolio
companies including, technical resources, incubator facilities, pan-European
localization, management team recruitment and appointment of a board of
directors, and uniting them into a network of e-commerce companies. It is
anticipated that Internet Holding's collaborative network will enable a mutual
leveraging of resources that will enhance the long-term market potential of its
companies and create value for the Company's shareholders.

    On March 3, 2000 the Company offered to acquire all of the issued and
outstanding shares of RadTech in a stock-for-stock transaction valued at
approximately $12 million. Through March 31, 2000, the Company had received
irrevocable acceptances from 57% of RadTech outstanding shares. RadTech's core
products include: ReAD (Rapid e-Business Application Development)--a unique
method that helps clients realize the benefits of e-business initiatives most
effectively; RADNeT--a software framework with multi-level security for
building, integrating and presenting Internet, Intranet and Extranet solutions;
PLANNeT--a web-based multi-project management tool; DOCUNeT--a knowledge
management system and Intranet in a Box--an easy intranet deployment tool.
RadTech will provide part of a strategic integration to enhance the incubator
infrastructure.

    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
     OPERATIONS

    The Company had no operating activities in 1999. As of December 31, 1999,
the Company had current assets of $2,087,678.

    At this time, the Company had outstanding obligations of $135,591, of which
$50,000 was a convertible loan note that was exercised on January 24, 2000. The
purpose of the loan note was to enable the Company to file all outstanding
reports required by the Exchange Act and to search for suitable acquisition
candidates in the Internet related fields. The loan note bore interest at 5.5%
per annum.

    HTTP is the successor consolidated entity formed by the reverse acquisition
on December 22, 1999 by Fairfax Equity, Ltd. of Internet Holdings, Inc. Pursuant
to the reverse acquisition, Fairfax's shareholders were issued 17,280,000 shares
of the Company, then constituting 80.3% of outstanding common shares. At the
time of acquisition, the majority stockholder of Fairfax represented the value
of Fairfax's cash and investment assets to be not less than $2,160,000. In the
event that when the investment is realized, the net proceeds, together with cash
at the date of acquisition, total less than $2,160,000, the majority stockholder
of Fairfax has guaranteed to contribute additional cash to bring the total
amount up to $2,160,000.

    On January 6, 2000, the Company entered into an underwriting agreement with
Panther Capital Ltd. to sell shares of common stock and warrants of the Company
pursuant to an exemption from registration under Regulation S promulgated under
the Securities Act. Under this agreement, the Company sold 10,000,000 shares of
its common stock at a price of $0.50. The Warrants are exercisable at $0.50 per
share if exercised within one year of the date of the first closing of the
Agreement which occurred on January 28, 2000 (the "First Closing") and at a
price of $5.00 per share if exercised within two years of the date of the First
Closing. Warrants which have not been exercised before the second anniversary of
the First Closing will expire automatically.

    Further funding will be necessary for the Company to continue its plan of
operations.

                                       7
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

    The information required by this Item is included on pages F-1 to F-11 of
this Annual Report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE.

PREVIOUS INDEPENDENT ACCOUNTANTS

    On June 26, 2000, the Company and its independent accountants, Callaghan
Nawrocki LLP, mutually agreed that Callaghan Nawrocki LLP would terminate its
relationship as the Company's auditors. The Board of Directors recommended and
approved the decision to change independent accountants.

    The reports of Callaghan Nawrocki LLP on the financial statements for the
year ended December 31, 1998 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except for the report on the 1998 audited financial
statements which included a modification on the Company's ability to continue as
a going concern. In connection with the audit for the year ended December 31,
2000, the Company's new independent accountants, Arthur Andersen, conducted an
independent audit of the financial statements for the year ended December 31,
1999, and in connection therewith, the Company has amended its Annual Report for
the year ended December 31, 1999 to include the financial statements for such
year as audited by Arthur Andersen. The amended and restated financial
statements for the year ended December 31, 1999 modify, in certain respects, the
financial statements for such fiscal year as previously reported.

    In connection with its audits for the year ended December 31, 1998, there
were no disagreements with Callaghan Nawrocki LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to the satisfaction of Callaghan Nawrocki LLP,
would require disclosure.

NEW INDEPENDENT ACCOUNTANTS

    On June 26, 2000, the Company engaged Arthur Andersen as its independent
accountants to examine and report on the Company's financial statements for the
year ended December 31, 2000. This engagement was ratified by the stockholders
of the Company at the Company's 2000 Annual Meeting. Prior to its engagement of
Arthur Andersen, the Company had not consulted with Arthur Andersen on items
which (a) were, or should have been, subject to SAS 50 or (b) concerned a
disagreement or reportable event with Callaghan Nawrocki LLP as described in
Regulation S-B Item 304(a)(2).

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

    The following table sets forth the officers and directors of HTTP as of
March 31, 2000:

<TABLE>
<CAPTION>
NAME                                          AGE                           POSITION
----                                        --------                        --------
<S>                                         <C>        <C>
Stefan Allesch-Taylor.....................     30      President, Chief Executive Officer and Director
Jason E. Forsyth..........................     29      Chief Financial Officer
Nicholas Thistleton.......................     30      Chief Technical Officer and Director
Sir Euan Calthorpe........................     34      Director
</TABLE>

    Directors are elected in accordance with the Company's by-laws to serve
until the next annual stockholders meeting and until their successors are
elected in their stead. HTTP does not currently pay

                                       8
<PAGE>
compensation to directors for services in that capacity. Officers are elected by
the Board of Directors and hold office until their successors are chosen and
qualified, until their death or until they resign or have been removed from
office. All corporate officers serve at the discretion of the Board of
Directors. There are no family relationships between any director or executive
officer and any other director or executive officer of HTTP.

    STEFAN ALLESCH-TAYLOR has served as the Company's President, Chief Executive
Officer and Director since December 22, 1999. Mr. Allesch-Taylor is also
Chairman of the Board of STG Holdings Plc, a majority shareholder of the
Company. Mr. Allesch-Taylor began his career as a stockbroker, becoming a
Registered Representative of the London Stock Exchange in 1988. He has
considerable commercial experience having served as a director of a wide variety
of companies over the last 7 years. In April 1997, he was appointed Chief
Executive of Worthing Premier Property Plc, a property investment company.
Following a restructuring of management, the company was floated on the London
OFEX market in December 1997. Upon admission to OFEX in December 1997, the
company changed its name to STG Holdings Plc. and subsequently spearheaded the
company's strategy to expand its business operations in real estate to become an
investment company. In October 1999, he was appointed Non-Executive Director of
RadTech and was part of the management team that steered the company's
successful Initial Public Offering and subsequent floatation on the London OFEX
market. He is a board member of The Princes' Trust, a charity established by HRH
Prince Charles, Prince of Wales, specifically to help young entrepreneurs with
financial and practical assistance for their new businesses.

    JASON E. FORSYTH has served as the Company's Chief Financial Officer since
February 9, 2000. Mr. Forsyth has eight years of experience in accounting and
finance in both the United Kingdom and the United States. He has worked in a
variety of industries including software, telephony and consumer products. He
has extensive commercial and corporate strategy experience having worked at AT&T
Wireless (formerly LA Cellular) and has been involved in corporate finance, seed
financing, working capital fund raising and mezzanine financing for several
years. From 1997 to 1998, Mr. Forsyth implemented statistical forecasting
mechanisms to reduce overheard and improve sales planning for AT&T Wireless.
Mr. Forsyth has specialized in advising both start-up companies and more
established businesses throughout the United States, Europe, and the Middle
East. His most recent projects have focused exclusively on Internet and Internet
related enterprises. Mr. Forsyth has passed the Certified Management Accountant
(CMA), Certified Financial Manager (CFM) and Certified Public Accountant (CPA)
examinations. He gained a BSc (Honors) in Accountancy and Economics from
Southampton University, England.

    NICHOLAS THISTLETON has served as the Company's Chief Technical Officer and
Director since December 22, 1999. Mr. Thistleton has been a technology
consultant and analyst for 6 years. His project work for Spectrum Strategy
Consultants included strategic reviews of various telecommunications, pay-TV and
Internet markets in Europe and Asia for a series of large clients, and he was
involved in tracking closely the development and impact of the Internet from its
earliest years. More recently he advised QXL, the UK Internet auction house, on
site implementation, supplier management and product strategy during its initial
start-up phase. Mr. Thistleton has advised a number of Internet companies on
site design and construction prior to their product launch. In addition, he has
acted as technology advisor to STG Holdings Plc since 1997. Mr. Thistleton was a
scholar at Winchester College and gained an MA (Honors) in French and Russian
from Oxford University. He is fluent in French and conversational in Russian. He
is highly computer literate, with proficiency in HTML and JavaScript.

    SIR EUAN CALTHORPE has served as the Company's Director since December 22,
1999. Sir Euan Calthorpe has been the principal of the private Calthorpe Estates
group of companies for over 10 years. The core activity of this substantive
group is real estate investment and development spanning a wide variety of
assets from leisure to retail shopping centers and serviced offices. Utilizing
significant

                                       9
<PAGE>
financial and management expertise, the Group has diversified investments in
publishing, e-commerce and B2B information technology companies. These
investments have included a number of successful Internet and Telecommunications
companies. He is a highly experienced private investor and has worked with a
wide range of companies from start-ups to established public companies. He leads
a team of professionals from offices in the United Kingdom and has a broad
network of business connections both in Europe and the United States.

ITEM 10. EXECUTIVE COMPENSATION.

    The following table summarizes fiscal 1999 compensation for services in all
capacities of the Company's executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                     LONG-TERM
                                                                                    COMPENSATION
                                                                             --------------------------
                                                                               AWARDS        PAYOUTS
                                                                             -----------   ------------
                                                ANNUAL COMPENSATION          SECURITIES
                                         ---------------------------------   UNDERLYING    LTIP PAYOUTS    ALL OTHER
NAME AND PRINCIPAL POSITION                YEAR     SALARY ($)   BONUS ($)   OPTIONS (#)       ($)        COMPENSATION
---------------------------              --------   ----------   ---------   -----------   ------------   ------------
<S>                                      <C>        <C>          <C>         <C>           <C>            <C>
Stefan Allesch-Taylor..................    1999          0           0            0              0              0
Jason E. Forsyth.......................    1999          0           0            0              0              0
Nicholas Thistleton....................    1999          0           0            0              0              0
Sir Euan Calthorpe.....................    1999          0           0            0              0              0
Christopher J. Wilkes(1)...............    1999          0           0            0              0              0
</TABLE>

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

(1) Christopher J. Wilkes served as the Company's President and Director from
    September 30, 1996 to January 10, 2000. He resigned from his positions with
    the Company as a result of the implementation of the Reorganization
    Agreement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of March 24, 2000, by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each director of the Company; (iii) each
executive officer of the Company; and (iv) all executive officers and directors
of the Company as a group.

<TABLE>
<CAPTION>
                                                      NUMBER OF SHARES      PERCENTAGE OF COMMON EQUITY
NAME OF BENEFICIAL OWNER                            BENEFICIALLY OWNED(1)      BENEFICIALLY OWNED(2)
------------------------                            ---------------------   ---------------------------
<S>                                                 <C>                     <C>
STG Holdings Plc(3)...............................       12,960,000                    39.1%
T.H. Investments Ltd.(4)..........................        4,320,000                    13.0%
Stefan Allesch-Taylor(5)..........................       12,960,000                    39.1%
Jason E. Forsyth(6)...............................           50,000                     0.2%
Nicholas Thistleton(7)............................                0                     0.0%
Sir Euan Calthorpe(8).............................       12,960,000                    39.1%
Total Officers and Directors as a Group...........       13,010,000                    39.3%
</TABLE>

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

(1) Beneficial ownership is determined in accordance with the rules of the
    Commission. In general, a person who has voting power and/or investment
    power with respect to securities is treated as a beneficial owner of those
    securities. For purposes of this table, shares subject to the Warrants which
    are exercisable within 60 days of March 24, 2000 are considered as
    beneficially owned by the

                                       10
<PAGE>
    person holding such securities. To management's knowledge, except as set
    forth in the footnotes to this table, the persons named in this table have
    sole voting and investment power with respect to the shares shown. Except as
    otherwise indicated, the address of each of the directors and executive
    officers in this table is as follows: HTTP Technology, Inc., 46 Berkeley
    Square, London, United Kingdom WIJ 5AT.

(2) Percentage beneficially owned is based upon 33,118,940 shares of common
    stock issued and outstanding as of March 24, 2000 including 2,000,000 shares
    of common stock issuable upon exercise of the Warrants.

(3) The address for STG Holdings Plc is 16 Curzon Street, Mayfair, London,
    United Kingdom W1Y 7FF.

(4) The address for T.H. Investments Ltd. is Suite 2B, Centre Plaza, Main
    Street, Gibraltar.

(5) Consists of 12,960,000 shares of common stock directly owned by STG Holdings
    PLC. As a significant shareholder and a director of STG, Mr. Allesch-Taylor
    may be deemed to control the investment and voting decisions with respect to
    the stock held by STG in the Company.

(6) Jason E. Forsyth is the Chief Financial Officer of the Company.

(7) As of March 24, 2000, Nicholas Thistleton was the Chief Technical Officer
    and a Director of the Company.

(8) Consists of 12,960,000 shares directly owned by STG Holdings PLC. As a
    significant shareholder and a director of STG, Sir Euan Calthorpe may be
    deemed to control the investment and voting decisions with respect to the
    stock held by STG in the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    During the fiscal year ended December 31, 1999, HTTP was not a party to any
transaction or series of similar transactions in which the amount involved
exceeded $60,000 and in which any director, executive officer, or holder of more
than 5% of its common stock had or will have a direct or indirect material
interest.

    All future transactions, including loans, if any, between HTTP and its
officers, directors and principal shareholders and their affiliates and any
transactions between HTTP and any entity with which its officers, directors or
principal shareholders are affiliated will be subject to the approval of a
majority of the Company's Board of Directors, including the majority of the
independent and disinterested outside directors of the Board of Directors and
must be on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.

                                       11
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

    (a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO.             DESCRIPTION
-----------             -----------
<C>                     <S>
1.1.........            Underwriting Agreement between Internet Holdings and Panther
                        Capital Ltd., dated January 6, 2000 (1)
2.1.........            Acquisition Agreement and Plan of Reorganization between
                        Internet Holdings, Fairfax Equity Ltd. and the stockholders
                        of Fairfax Equity Ltd., dated October 28, 1999 (2)
3.1.........            Certificate of Incorporation of Internet Holdings and
                        amendments thereto (3)
3.2.........            By-Laws of Internet Holdings (4)
4.1.........            Form of Convertible Loan Note issued to Palamon (Gestion)
                        S.A., dated January 1999 (5)
21.1........            Subsidiaries of the Registrant (filed herewith)
</TABLE>

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

(1) Incorporated herein by reference to the Company's Current Report on Form 8-K
    filed January 31, 2000.

(2) Incorporated herein by reference to the Company's Current Report on Form 8-K
    filed November 3, 1999.

(3) Incorporated herein by reference to the Company's registration statement on
    Form 10-SB filed September 28, 1995.

(4) Incorporated herein by reference to the Company's registration statement on
    Form 10-SB filed September 28, 1995.

(5) Incorporated herein by reference to the Company's Current Report on Form 8-K
    filed January 7, 2000.

    (b) Reports on Form 8-K

    On November 3, 1999, the Company filed a Current Report on Form 8-K
announcing that Internet Holdings had entered into a conditional acquisition
agreement to acquire Fairfax Equity Ltd.

                                       12
<PAGE>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY INTERNET HOLDINGS, INC.)
                       CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 1999
                   TOGETHER WITH INDEPENDENT AUDITORS' REPORT

                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of
HTTP Technology, Inc.:

    We have audited the accompanying consolidated balance sheet of HTTP
Technology, Inc. (the "Company") and Subsidiary (a development stage
enterprise), as of December 31, 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for the period from inception
(October 18, 1999) to December 31, 1999. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

    We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
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
audit provides 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 HTTP
Technology, Inc. and Subsidiary as of December 31, 1999, and the results of
their operations and cash flows for the period from inception (October 18, 1999)
to December 31, 1999 in conformity with accounting principles generally accepted
in the United States.

<TABLE>
<S>                                           <C>
Arthur Andersen

London, England
April 11, 2001
</TABLE>

                                      F-2
<PAGE>
            HTTP TECHNOLOGY, INC. (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>
                           ASSETS

CURRENT ASSETS:
  Cash and cash equivalents.................................  $  506,149
  Accrued interest receivable...............................       1,474
  Prepaid expense...........................................   1,580,055
                                                              ----------
    Total current assets....................................   2,087,678
INVESTMENTS, at cost........................................     666,406
                                                              ----------
                                                              $2,754,084
                                                              ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses.....................  $   85,591
                                                              ----------
    Total current liabilities...............................      85,591
                                                              ----------
CONVERTIBLE NOTE............................................      50,000
                                                              ----------
    Total liabilities.......................................     135,591
                                                              ----------

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 22,718,940 shares issued and outstanding....      22,718
  Additional paid-in capital................................   2,626,003
  Accumulated deficit.......................................     (30,228)
                                                              ----------
    Total stockholders' equity..............................   2,618,493
                                                              ----------
                                                              $2,754,084
                                                              ==========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.

                                      F-3
<PAGE>
            HTTP TECHNOLOGY, INC. (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
     FOR THE PERIOD FROM INCEPTION (OCTOBER 18, 1999) TO DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>        <C>
REVENUES....................................................             $        --

EXPENSES....................................................                  41,199
                                                                         ===========

OTHER INCOME
  Exchange gains............................................   9,200
  Interest income...........................................   1,771          10,971
                                                               -----     -----------
  Net loss..................................................             $   (30,228)
                                                                         ===========

PER SHARE DATA:
  Basic and diluted loss per share..........................             $        --
                                                                         ===========

  Weighted average number of common shares outstanding......              18,005,192
                                                                         ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.

                                      F-4
<PAGE>
            HTTP TECHNOLOGY, INC. (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
     FOR THE PERIOD FROM INCEPTION (OCTOBER 18, 1999) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                           COMMON STOCK        ADDITIONAL                     TOTAL
                                       ---------------------    PAID-IN     ACCUMULATED   STOCKHOLDERS'
                                         SHARES      AMOUNT     CAPITAL       DEFICIT        EQUITY
                                       ----------   --------   ----------   -----------   -------------
<S>                                    <C>          <C>        <C>          <C>           <C>
INITIAL CAPITALIZATION...............      20,000   $   324    $1,153,670     $     --     $1,153,994

Effective shares issued in connection
  with reverse acquisition...........  17,260,000    16,956       (16,956)          --             --

Shares of HTTP Technology, Inc.
  outstanding prior to reverse
  acquisition........................   4,238,940     4,239      (129,512)          --       (125,273)

Issuance of shares pursuant to
  consulting agreement...............   1,200,000     1,200     1,618,800           --      1,620,000

Net loss for the period..............          --        --            --      (30,228)       (30,228)
                                       ----------   -------    ----------     --------     ----------

BALANCE, DECEMBER 31, 1999...........  22,718,940   $22,719    $2,626,002     $(30,228)    $2,618,493
                                       ==========   =======    ==========     ========     ==========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.

                                      F-5
<PAGE>
            HTTP TECHNOLOGY, INC. (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
     FOR THE PERIOD FROM INCEPTION (OCTOBER 18, 1999) TO DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................  $  (30,228)
Non cash operating expense..................................  $   39,945
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Increase in accrued interest receivable...................      (1,474)
  Increase in accounts payable and accrued expenses.........       1,214
                                                              ----------
      Net cash provided by operating activities.............       9,457
                                                              ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued for cash......................................     496,692
                                                              ----------
      Net cash provided by financing activities.............     496,692
                                                              ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS...................     506,149

CASH AND CASH EQUIVALENTS, INCEPTION........................          --
                                                              ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $  506,149
                                                              ==========
NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
Investment in MDA Group Plc acquired on reverse
  acquisition...............................................  $  666,406
Liabilities incurred on reverse acquisition.................      84,377
Shares issued pursuant to consulting agreement..............   1,620,000
</TABLE>

       The accompanying notes to consolidated financial statements are an
                        integral part of this statement.

                                      F-6
<PAGE>
               HTTP TECHNOLOGY (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS

    HTTP Technology, Inc's previously filed Form 10-K report dated March 30,
2000, for the year ended December 31, 1999 is hereby amended and restated in its
entirety.

    This amendment and restatement reflects the impact of a modification in
accounting treatment for the issuance of common shares to a service provider in
December 1999. During December 1999, the Company entered into a consulting
agreement with a third party for acquisition services for the year ended
December 22, 2000 in exchange for 1,200,000 shares of common stock. These shares
were fully vested and non-forfeitable on the date of issue. While the agreement
was dated December 1999 and was related to future services, the Company believed
that the shares were issued primarily for services provided in the past. As a
result, the shares were recorded based on the average share price during
October 1999, the period in which the service provider performed certain
services. As of December 31, 1999, the Company recorded a prepaid expense of
$194,455 in relation to this agreement.

    Under Emerging Issues Task Force Issue No 96-18, where fully vested and
non-forfeitable shares are issued, the measurement date occurs when the
agreement is entered into between the parties. This was on December 22, 1999 at
which point the Company's share price was approximately $1.35. Accordingly, in
the restated financial statements, the Company recorded a prepaid expense of
$1,580,000 compared to $194,455 in the previously filed financial statements.
The prepaid expense is being amortized on a straight-line basis over the
12 month period of the agreement.

    As a result of these adjustments, total assets was revised from $1,368,474
to $2,754,084 as of December 31, 1999 and total stockholders' equity was revised
from $1,232,883 to $2,618,493 and net income/(loss) was revised from $4,162 to
($30,228).

    Since this restatement involves non-cash consideration this restatement has
no effect on the Company's cash position or shares in issue.

(2)  ORGANIZATION AND BASIS OF PRESENTATION

    The Company is the successor consolidated entity formed by the reverse
acquisition on December 22, 1999 by Fairfax Equity, Ltd. of HTTP
Technology, Inc. a publicly-held company originally incorporated in Utah in
1977, under the name, Trolley Enterprises, Inc. Fairfax Equity, Ltd. ("Fairfax")
which is treated as the accounting acquirer in the transaction, was incorporated
in the United Kingdom on October 18, 1999. The accompanying financial statements
are those of Fairfax from its inception with the former HTTP Technology, Inc.
consolidated from the date of acquisition.

    Prior to its reverse acquisition by Fairfax, control of the former HTTP
Technology, Inc., as well as the corporate name, had changed many times. All
prior operations had previously been discontinued and all claims and
counterclaims were settled, the last of which settlements occurred in
November 1999.

    Pursuant to the reverse acquisition, Fairfax's shareholders were issued
17,260,000 shares of the Company, then constituting 80.3% of outstanding common
shares. At the time of acquisition, the majority stockholder of Fairfax
represented the value of its cash and investment assets to be not less than
$2,160,000. In the event that when the investment is realized, the net proceeds,
together with cash at the date of acquisition, total less than $2,160,000, the
majority stockholder of Fairfax has guaranteed to contribute additional cash to
bring the total amount up to $2,160,000.

                                      F-7
<PAGE>
               HTTP TECHNOLOGY (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2)  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
    The Company has commenced research and development activities but has not
yet begun the production and sale of products. It is considered a development
stage company as defined in Statement of Financial Accounting Standard (SFAS)
No. 7, "Accounting and Reporting by Development Stage Enterprises". The Company
is presently seeking and/or negotiating the acquisition of more than one
Internet/e-commerce related business. (See Note 8).

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of HTTP
Technology, Inc. and its subsidiaries. All inter-company accounts and
transactions have been eliminated in consolidation.

    CASH AND CASH EQUIVALENTS

    The Company considers investments with original maturities of three months
or less to be cash equivalents.

    INVESTMENTS

    Investments consist of a 14% equity interest in a corporation established in
England, which is stated at historical cost.

    FOREIGN CURRENCY TRANSLATION

    The accounts of the Company's foreign subsidiaries are maintained using the
local currency as the functional currency. For these subsidiaries, assets and
liabilities are translated into U.S. dollars at year-end exchange rates, and
income and expense accounts are translated at average monthly exchange rates.
Net gains and losses from foreign currency translation are excluded from
operating results and are accumulated as a separate component of stockholders'
equity.

    Gains and losses from foreign currency transactions are reflected in current
operating results.

    COMPREHENSIVE INCOME

    Comprehensive income reflects the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. There was no comprehensive income in the period ending
December 31, 1999.

    USE OF 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 as well as revenues and expenses during the reporting period. Actual
results could vary from those estimates.

                                      F-8
<PAGE>
               HTTP TECHNOLOGY (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    INCOME TAXES

    The Company accounts for income taxes under the liability method of
accounting, whereby deferred income tax assets and liabilities are provided for
differences between the financial reporting and tax bases of assets and
liabilities, determined based on tax rates and laws in effect as of the balance
sheet date.

    DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying amounts of cash and cash equivalents, accounts payable and
accrued expenses reported in the balance sheets approximate fair values due to
the short maturity of those instruments. The carrying value of the Company's
debt, which includes current installments, approximates fair value.

    EARNINGS PER SHARE

    Basic and diluted loss per share was computed by dividing net loss by the
weighted average number of common shares issued and outstanding during the
period.

(4)  CONSULTING AGREEMENT

    In connection with the acquisition agreement with Fairfax Equity Ltd. on
December 22, 1999, the Company entered into a consulting agreement with an
unrelated company to assist the Company with its strategy, expansion and
financing. Upon signing of the agreement, the Company issued the consultant
1,200,000 shares of common stock for services to be rendered in the upcoming
year. The shares were valued at $1,620,000 and were recorded as a prepaid
expense at the date of the agreement as the consulting contract indicated that
it was for services to be rendered from December 22, 1999 to December 22, 2000.

(5)  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    As of December 31, 1999, accounts payable and accrued liabilities consist
primarily of obligations for legal and professional fees.

(6)  CONVERTIBLE LOAN NOTE

    On October 25, 1999, HTTP Technology, Inc. raised $50,000 through the
issuance of a convertible loan note (the "Note"). The Note was offered pursuant
to an exemption from registration under Section 4 (2) of the Securities Act of
1933, as amended, and/or Regulation S promulgated by the Securities and Exchange
Commission. The purpose of this funding was to enable the Company to file all
outstanding reports required by the Securities Exchange Act of 1934, as amended,
and to search for suitable acquisition candidates in the Internet related
fields. The Note bore interest at 5.5% per annum. The Note is convertible upon
demand by the Note holder into 400,000 shares of common stock in the Company

                                      F-9
<PAGE>
               HTTP TECHNOLOGY (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7)  INCOME TAXES:

    HTTP Technology, Inc. has had net operating losses since October 18, 1999
(inception), accordingly, there is no provision for income taxes for the period
from inception, through December 31, 1999.

    The components of deferred tax assets as of December 31, 1999, are as
follows:

<TABLE>
<S>                                                           <C>
Net operating loss carryforwards............................  $ 30,000
Less -- Valuation Allowance.................................   (30,000)
                                                              --------
Net deferred tax asset......................................         0
                                                              --------
</TABLE>

    At December 31, 1999, the Company has a net operating loss carryforward of
approximately $30,000, which begins to expire in 2019. A valuation allowance has
been established to fully offset any net deferred tax asset after considering
deferred tax liabilities.

    A reconciliation of the statutory federal income tax rate to HTTP
Technology, Inc.'s effective income tax rate for the period from October 18,
1999 (inception), through December 31, 1999, is as follows:

<TABLE>
<S>                                                           <C>
Income tax benefit at the federal statutory tax rate........   (34%)
Foreign operations..........................................     4%
Change in valuation allowance...............................    30%
                                                              ----
Total income tax provision..................................     0%
                                                              ----
</TABLE>

(8)  SUBSEQUENT EVENTS:

    NAME CHANGE

    On October 10, 2000, the Company held its annual meeting of shareholders.
The shareholders voted in favor to change the Company's name from Internet
Holdings, Inc. to HTTP Technology, Inc.

    STOCK SPLIT

    On February 5, 2001, the Company effected a 2-for-1 split of its common
stock. As such, all share and per share information in the accompanying
financial statements have been restated to reflect this split.

    ISSUANCE OF COMMON STOCK

    On January 24, 2000, the $50,000 convertible loan note was converted into
400,000 shares of the Company's common stock.

    On January 28, 2000, the Company sold 10,000,000 shares of its common stock
at a price of $.50 per share pursuant to Regulation S. The Company received
$5,000,000 associated with the sale of shares. The Company had agreed to
register 25% of the shares under the Securities Act of 1933, as amended, within
ninety days.

    In consideration for underwriting the issue in full, the underwriter
received warrants to purchase up to 2,000,000 shares of common stock of the
Company. The warrants are exercisable at $0.50 per

                                      F-10
<PAGE>
               HTTP TECHNOLOGY (FORMERLY INTERNET HOLDINGS, INC.)
                                 AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(8)  SUBSEQUENT EVENTS: (CONTINUED)
share if exercised within one year of the first closing of the underwriting
agreement (the "First Closing"), and $5.00 per share if exercised within two
years of the First Closing. Warrants which have not been exercised within two
years will expire automatically. The fair value of the Warrants at the date of
grant was approximately $5,428,000. The warrants were exercised May 12, 2000.

    On November 20, 2000, the Company sold 1,600,000 shares of its common stock
at a price of $6.25 per share pursuant to Regulation S. The Company received
proceeds of $9,747,625, net of $252,375 of expenses associated with this stock
issuance.

    CORPORATE ACQUISITIONS

    On March 3, 2000, the Company offered to acquire HTTP Software Plc (formerly
Radical Technology Plc ("Radical")). In connection therewith, it was anticipated
that the Company would issue 2,563,428 shares of common stock, then constituting
approximately 7.7% of its outstanding shares, to the stockholders of Radical in
order to acquire 100% of the issued capital stock of Radical. The Company
acquired majority control in April 2000.

    On April 13, 2000 the Company purchased a 10% holding in Eurindia Plc, an
equity management company which seeks to invest in small to medium sized Indian
Information Technology services companies, for 400,000 pounds sterling
(approximately $636,800).

    On April 17, 2000 the Company purchased a 5% holding in Compaer AG, a
supplier of online insurance for both business-to-business and
business-to-customer markets in Germany for DM2.5 million (approximately
$1,314,000).

    On September 20, 2000, the Company entered into an agreement to acquire Core
Ventures Limited ("Core"), a British Virgin Island venture capital company, in
exchange for 3,600,000 shares of the Company's Common Stock valued at
approximately $20 million. The acquisition included a guarantee of value by the
sellers. During December 2000, the Company excercised its rights under the
guarantee.

    On October 5, 2000, the Company entered into a Purchase and Sale Agreement
to acquire 100% of the outstanding capital stock of Ferman AG, a Swiss venture
capital company ("Ferman") for the issuance of 5,100,000 shares of common stock.
The Company, having undertaken further due diligence, has determined that
conditions to closing had not been fulfilled, and accordingly, the Company had
decided not to proceed with the transaction.

    On December 29, 2000, the Company acquired all of the issued and outstanding
shares of HTTP Insights Limited ("Insights"; formerly Nightingale Technologies
Limited), in a stock-for-stock transaction (the "Offer"). Pursuant to the Offer,
on February 22, 2001, the Company issued 15,000,000 shares of its common stock,
upon its receipt of validation by the Defense Evaluation and Research Agency
("DERA") as to the technical and commercial viability of Insights' proprietary
technology. A further 15,000,000 shares will be issued either upon the Company's
first use of a medical imaging prototype for scan analysis with third parties or
upon appropriate validation being provided to DERA as to the technical novelty
and commercial viability of same, whichever shall be earlier.

    During the year ended December 31, 2000, the Company emerged from its
development stage status as a result of its acquisitions.

                                      F-11
<PAGE>
                                   SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       HTTP TECHNOLOGY, INC.

April 16, 2001                                         By:  /s/ STEFAN ALLESCH-TAYLOR
                                                            -----------------------------------------
                                                            Stefan Allesch-Taylor
                                                            PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                                            DIRECTOR

                                                       By:  /s/ JASON FORSYTH
                                                            -----------------------------------------
                                                            Jason Forsyth
                                                            CHIEF FINANCIAL OFFICER AND DIRECTOR
</TABLE>

    In accordance with 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:

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
              /s/ STEFAN ALLESCH-TAYLOR
     -------------------------------------------       President, Chief Executive     April 16, 2001
                Stefan Allesch-Taylor                    Officer, and Director

                /s/ JASON E. FORSYTH
     -------------------------------------------       Chief Financial Officer and    April 16, 2001
                  Jason E. Forsyth                       Director

     -------------------------------------------       Director
                  Giorgio Laurenti

               /s/ SIR EUAN CALTHORPE
     -------------------------------------------       Director                       April 16, 2001
               Sir Euan Calthorpe, Bt.

               /s/ CHARLES SCHWAB, JR.
     -------------------------------------------       Director                       April 16, 2001
                 Charles Schwab, Jr.

                  /s/ PETER VENTON
     -------------------------------------------       Director                       April 16, 2001
                  Peter Venton OBE

               /s/ MARK WARDE-NORBURY
     -------------------------------------------       Director                       April 16, 2001
                 Mark Warde-Norbury
</TABLE>

                                      II-1