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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------


                                   FORM 10-Q/A


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

                      FOR THE QUARTER ENDED JUNE 30, 2000

                         COMMISSION FILE NUMBER 0-27190

                          5B TECHNOLOGIES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                             11-3529387
      (STATE OR OTHER JURISDICTION OF    (I.R.S. EMPLOYER IDENTIFICATION NO.)
      INCORPORATION OR ORGANIZATION)


     100 SUNNYSIDE BOULEVARD, WOODBURY, NEW YORK           11797
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)


                                 (516) 938-3400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES |X| NO |_|


               NUMBER OF SHARES OUTSTANDING AT FEBRUARY 15, 2001:

          2,140,532 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE.


================================================================================

<PAGE>

                           5B TECHNOLOGIES CORPORATION

                   INDEX TO FORM 10-Q/A FOR THE QUARTER ENDED

                                  JUNE 30, 2000

                                                                        Page No.
                                                                        --------

PART I - FINANCIAL INFORMATION

       Item 1 -  Financial Statements

                  Consolidated Balance Sheets
                  June 30, 2000 (unaudited) and December 31, 1999..............1

                  Consolidated Statements of Operations for the Three
                  Months Ended and Six Months Ended June 30, 2000 and
                  1999 (unaudited).............................................2

                  Consolidated Statements of Cash Flows for the Six
                  Months Ended June 30, 2000 and 1999 (unaudited)..............3

                  Notes to Unaudited Consolidated Financial Statements.......4-5

       Item 2 -  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations........................6-11

       Item 3 -  Quantitative and Qualitative Disclosure About Market
                 Risk.........................................................12

PART II - Other Information...................................................13

SIGNATURES....................................................................14


                                       2
<PAGE>

                          PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                         ASSETS                                         JUNE 30,        DECEMBER 31,
                                                                          2000              1999
                                                                      ------------      ------------
                                                                       (UNAUDITED)
<S>                                                                   <C>               <C>
Current assets:

   Cash and cash equivalents                                          $  1,366,420      $  1,003,752

   Investments available for sale                                        1,096,425           925,616

   Accounts receivable, net of allowance for doubtful accounts of
   $80,000 and $70,000, respectively                                     7,532,664         2,718,646

   Other current assets                                                    176,897            61,164
                                                                      ------------      ------------

       Total current assets                                             10,172,406         4,709,178
                                                                      ------------      ------------

Investments available for sale                                                  --           157,060

Goodwill, net of accumulated amortization of $225,913 and
$155,645, respectively                                                   1,428,024         1,498,292

Net assets of discontinued operation                                       240,692         1,812,232

Other assets                                                             1,032,319         1,098,260
                                                                      ------------      ------------

       Total assets                                                   $ 12,873,441      $  9,275,022
                                                                      ============      ============

  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

   Accounts payable                                                   $  5,482,592      $    745,839

   Accrued liabilities                                                     279,400           558,840

   Notes payable                                                         1,926,651         2,227,775
                                                                      ------------      ------------

       Total current liabilities                                         7,688,643         3,532,454

Notes payable                                                               13,875           158,600
                                                                      ------------      ------------

       Total liabilities                                                 7,702,518         3,691,054
                                                                      ------------      ------------

Redeemable preferred stock                                                 874,465                --
                                                                      ------------      ------------
Stockholders' equity:

   Common stock, $.04 par value; 17,500,000 shares
     authorized, and 2,160,000 shares issued and outstanding                86,400            86,400

   Additional paid-in capital                                           14,520,929        14,504,629

   Stock subscription receivable                                          (812,500)         (812,500)

   Accumulated deficit                                                  (9,447,766)       (8,143,956)

   Treasury stock, 24,500 shares at cost                                   (50,605)          (50,605)
                                                                      ------------      ------------

Total stockholders' equity                                               4,296,458         5,583,968
                                                                      ------------      ------------

Total liabilities and stockholders' equity                            $ 12,873,441      $  9,275,022
                                                                      ============      ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                  5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                  JUNE 30,                         JUNE 30,

                                                           2000            1999             2000             1999
                                                        ----------     -----------      ------------      -----------
<S>                                                     <C>            <C>              <C>               <C>
Sales                                                   $9,517,310     $ 4,128,960      $ 13,400,326      $ 8,133,500

Cost of sales                                            7,722,370       3,096,803        10,375,757        6,027,527
                                                        ----------     -----------      ------------      -----------

       Gross profit                                      1,794,940       1,032,157         3,024,569        2,105,973
                                                        ----------     -----------      ------------      -----------

Expenses:

Selling                                                    407,185         335,913           797,432          690,557

General and administrative                               1,362,376       1,060,791         2,560,729        2,332,547
                                                        ----------     -----------      ------------      -----------

       Total expenses                                    1,769,561       1,396,704         3,358,161        3,023,104
                                                        ----------     -----------      ------------      -----------

Income (loss) from operations                               25,379        (364,547)         (333,592)        (917,131)

Interest income                                             19,268           6,838            28,501           21,454
                                                        ----------     -----------      ------------      -----------

Income (loss) before provision (benefit) for income
   taxes and discontinued operations                        44,647        (357,709)         (305,091)        (895,677)

Provision (benefit) for income taxes                         5,397        (310,583)            6,341         (309,758)
                                                        ----------     -----------      ------------      -----------

       Income (loss) from continuing operations             39,250         (47,126)         (311,432)        (585,919)

Discontinued operation:

       Income (loss) from discontinued operation                --          61,927          (121,175)         486,943

       Loss on disposal of discontinued operation               --              --          (856,198)              --
                                                        ----------     -----------      ------------      -----------

Net income (loss)                                       $   39,250     $    14,801      $ (1,288,805)     $   (98,976)
                                                        ----------     -----------      ------------      -----------

Basic earnings (loss) per share:

       Continuing operations                            $     0.01     $     (0.02)     $      (0.15)     $     (0.28)
                                                        ==========     ===========      ============      ===========

       Discontinued operation                           $       --     $      0.03      $      (0.45)     $      0.23
                                                        ==========     ===========      ============      ===========

       Net income (loss) per share                      $     0.01     $      0.01      $      (0.60)     $     (0.05)
                                                        ==========     ===========      ============      ===========

Diluted earnings (loss) per share:

       Continuing operations                            $     0.01     $     (0.02)     $      (0.15)     $     (0.28)
                                                        ==========     ===========      ============      ===========

       Discontinued operation                           $       --     $      0.03      $      (0.45)     $      0.23
                                                        ==========     ===========      ============      ===========

       Net income (loss) per share                      $     0.01     $      0.01      $      (0.60)     $     (0.05)
                                                        ==========     ===========      ============      ===========
</TABLE>

                 See accompanying notes to financial statements.


                                       4
<PAGE>

                  5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        FOR THE SIX MONTHS ENDED JUNE 30,

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                     2000             1999
                                                                                 ------------      -----------
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                         $ (1,288,805)     $   (98,976)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
     Loss from discontinued operations                                                 40,282               --
     Loss from sale of discontinued operation                                         856,198               --
     Bad debt reserve                                                                  10,000               --
     Issuance of stock options                                                         16,300               --
     Depreciation and amortization                                                    239,353          235,484
     Depreciation and amortization on discontinued operation                          644,523        2,071,284
     Changes in operating assets and liabilities:
        Accounts receivable                                                        (4,824,018)        (715,559)
        Other assets                                                                 (198,948)         257,427
        Accounts payable                                                            4,736,753          138,971
        Accrued expenses                                                             (294,444)         105,706
                                                                                 ------------      -----------
Net cash provided by (used in) continuing operations                                  (62,806)       1,994,337
Net cash provided by (used in) discontinued operation                                (245,927)          91,981
                                                                                 ------------      -----------
Net cash provided by operating activities                                            (308,733)       2,086,318
                                                                                 ------------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Payment for acquisitions, net of cash acquired                                                    (64,832)
     Purchases of investments                                                         (13,749)         (17,796)
                                                                                 ------------      -----------

Net cash used by continuing operations                                                (13,749)         (82,628)
Net cash provided by discontinued operation                                        12,203,495        6,906,444
                                                                                 ------------      -----------
Net cash provided by investing activities                                          12,189,746        6,823,816
                                                                                 ------------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                                      645,768          797,482
     Repayment of notes payable                                                    (1,111,546)        (946,736)
     Issuance of preferred stock                                                      874,465               --
                                                                                 ------------      -----------

Net cash provided by (used in) continuing operations                                  408,687         (149,254)
Net cash used by discontinued operation                                           (11,927,032)      (9,283,837)
                                                                                 ------------      -----------
Net cash used in financing activities                                             (11,518,345)      (9,433,091)
                                                                                 ------------      -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  362,668         (522,957)
                                                                                 ------------      -----------
CASH AND CASH EQUIVALENTS, beginning of period                                      1,003,752        1,495,082
                                                                                 ------------      -----------
CASH AND CASH EQUIVALENTS, end of period                                         $  1,366,420      $   972,125
                                                                                 ============      ===========
SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes                                                       $      1,894      $     7,867
                                                                                 ============      ===========
Cash paid for income taxes for discontinued operation                            $     74,638      $        --
                                                                                 ============      ===========
Cash paid for interest                                                           $    105,825      $    74,438
                                                                                 ============      ===========
Cash paid for interest for discontinued operation                                $     78,053      $ 1,094,675
                                                                                 ============      ===========
</TABLE>

                 See accompanying notes to financial statements


                                       5
<PAGE>

                  5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    The accompanying unaudited consolidated financial statements have been
      prepared in accordance with the instructions for Form 10-Q and Regulation
      S-X related to interim period financial statements and, therefore, do not
      include all information and footnotes required by generally accepted
      accounting principles. However, in the opinion of management, all
      adjustments (consisting of normal recurring adjustments and accruals)
      considered necessary for a fair presentation of the financial position of
      5B Technologies Corporation and subsidiaries (the "Company") at June 30,
      2000 and its results of operations and cash flows for the three and six
      months ended June 30, 2000 and 1999, respectively, have been included (See
      Note 2).

      The financial statements for the three and six months ended June 30, 2000
      and 1999, respectively, are consolidated to include the results of the
      Company's two wholly owned subsidiaries, 5B Technologies Group, Inc. ("5B
      Group") (formerly Paratech Resources Inc.) and Deltaforce Personnel
      Services, Inc. ("DeltaGroup"). All material intercompany balances and
      transactions have been eliminated.

      The results of operations for the interim periods are not necessarily
      indicative of the results that may be expected for the entire year.

      Reference should be made to the annual financial statements, including
      footnotes thereto, included in the Company's Form 10-K for the fiscal year
      ended December 31, 1999.

2.    DISCONTINUED OPERATION

      On May 2, 2000, the Company sold the majority of its lease portfolio (the
      "Assets"), which was maintained through a wholly owned subsidiary,
      Paramount Operations Inc. ("Paramount"), for approximately $700,000 and
      the assumption of approximately $6,117,000 of indebtedness related to the
      Assets. Accordingly, Paramount has been presented as a discontinued
      operation for the three and six months ended June 30, 2000, and the
      balance sheet as of December 31, 1999 and the statements of operations and
      cash flows for the three and six months ended June 30, 2000, and 1999,
      respectively, have been restated to conform with this presentation. The
      loss on disposal of Paramount includes provisions for estimated losses of
      approximately $602,000 and a loss on sale of approximately $254,000, for a
      total loss of approximately $856,000. The provision for estimated losses
      of approximately $602,000 is based on management's estimate of future
      income and expenses relating to the remaining lease portfolio and
      write-downs of certain related assets. Net sales for Paramount were
      approximately $2,051,000 and $5,628,000 for the three and six months ended
      June 30, 1999, respectively.

      The components of net assets of discontinued operation included in the
      Company's Consolidated Balance Sheets at June 30, 2000 and December 31,
      1999, are as follows:


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                            2000              1999
                                                                        -----------      ------------
<S>                                                                     <C>              <C>
Accounts receivable                                                     $   181,860      $    274,613
Net investment in direct finance and sales-type leases                    5,880,671        16,232,749
Assets held under operating leases, net of accumulated depreciation         494,273         2,990,213
Other assets                                                                     --           537,990
Accrued expenses                                                           (104,732)          (84,922)
Notes payable                                                              (149,464)       (1,382,902)

Obligations for financed equipment - non-recourse                        (6,061,916)      (16,755,509)
                                                                        -----------      ------------

                                                                        $   240,692      $  1,812,232
                                                                        ===========      ============
</TABLE>

3.    LINES OF CREDIT

      At June 30, 2000, the Company had three types of credit lines available:

            TERM LOAN: In April 1998, the Company entered into a $500,000 term
      loan with a bank collateralized by $600,000 in cash maintained in an
      investment account (the "Term Loan"). Principal payments of approximately
      $41,600 and interest are due on a quarterly basis through April 20, 2001.
      On July 20, 1999 the Company borrowed an additional $215,000 as a demand
      note. Interest payments are being made on this additional borrowing and
      the Company is undergoing negotiations with the bank to establish
      repayment terms. As of June 30, 2000, approximately $382,000 remained
      outstanding under these loans collateralized by $500,000 in cash
      maintained in an investment account. Under the agreement, the Company was
      not in compliance with the debt covenant requiring minimum net worth of at
      least $5.5 million at June 30, 2000. However, the Company has obtained a
      waiver from the bank for non-compliance with the aforementioned covenant
      for the six months ended June 30, 2000.

            DELTAGROUP REVOLVING CREDIT FACILITY: DeltaGroup has a $750,000
      revolving line of credit agreement with a bank secured by accounts
      receivable, which will expire on June 30, 2001. Interest on outstanding
      borrowings accrues at the bank's prime rate plus 1%. Borrowings are
      limited to 80% of eligible accounts receivable. As of June 30, 2000,
      DeltaGroup had $750,000 outstanding under this line.

            5B GROUP EQUIPMENT ACQUISITION CREDIT FACILITY: 5B Group has a
      $2,000,000 revolving line of credit agreement with a finance company
      secured by accounts receivable and inventory (the "5B Group Facility").
      Interest on outstanding borrowings accrues at the prime rate plus 1 1/2%.
      Borrowings are limited to 85% of eligible accounts receivable, as defined.
      This facility allows the Company to purchase computer hardware from its
      vendors with net 30-day terms interest free. At the expiration of the net
      30-day period, the Company has the option of paying the amount due or,
      provided the Company has sufficient eligible collateral, borrowing under
      the credit facility. As of June 30, 2000, 5B Group had $745,000
      outstanding under this line. Under the agreement, at June 30, 2000 5B
      Group was not in compliance with the debt covenant requiring a liability
      to net worth ratio of less than 8 to 1 and net income greater than $0.
      However, 5B Group has obtained a waiver from the finance company for
      non-compliance with the aforementioned covenant for the six months ended
      June 30, 2000.


                                       7
<PAGE>

            Each of the Company's three credit lines contains cross-default
      provisions, so that any uncured or unwaived default under any of these
      credit lines would cause there to be a default under the other two credit
      lines.

            As described above, the Company has received waivers from the
      lenders under the Term Loan and the 5B Group Facility as a result of the
      Company's non-compliance at June 30, 2000 with certain covenants under
      such facilities. The Company believes that it will not satisfy these
      covenants in the future. The Company has regularly obtained waivers of
      compliance from the respective lenders under these facilities, and
      believes that it will be able to obtain waivers in the future. However, if
      any waiver cannot be obtained in the future, that lender would be able to
      declare a default under its credit line which would have the effect of
      also causing a default under the Company's other two credit lines. Among
      other things, if such defaults were to occur, any or all of the lenders
      could declare all amounts, which aggregated approximately $1,876,000 as of
      June 30, 2000, under its respective credit lines immediately due and
      payable.

4.    EARNINGS PER SHARE

      A reconciliation of shares used in calculating basic and diluted earnings
per share follows:


<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED         SIX MONTHS ENDED
                                            --------------------     ----------------------
                                            JUNE 30,    JUNE 30,     JUNE 30,      JUNE 30,
                                            --------    --------     --------      --------
                                              2000        1999         2000          1999
                                              ----        ----         ----          ----
<S>                                          <C>        <C>          <C>           <C>
Income (loss) from continuing operations     $39,250    ($47,126)    ($311,432)    ($585,919)

Less:  Preferred dividends                    15,005                    15,005
                                             -------    --------     ---------     ---------

BASIC EPS

Income (loss) available to common stock
holders                                       24,245     (47,126)     (326,437)     (585,919)

EFFECT OF DILUTIVE SECURITIES

Add: preferred dividends                      15,005                    15,005
                                             -------    --------     ---------     ---------

DILUTED EPS

Income (loss) available to common
stockholders                                 $39,250    ($47,126)    ($311,432)    ($585,919)
                                             =======    ========     =========     =========
<CAPTION>
                                            THREE MONTHS ENDED         SIX MONTHS ENDED
                                           --------------------     ----------------------
                                           JUNE 30,    JUNE 30,     JUNE 30,      JUNE 30,
                                           --------    --------     --------      --------
                                             2000       1999          2000          1999
                                             ----       ----          ----          ----
<S>                                         <C>        <C>        <C>             <C>
Net income (loss)                           $39,250    $14,801    ($1,288,805)    ($98,976)

Less:  Preferred dividends                   15,005                    15,005
                                            -------    -------    -----------     --------

BASIC EPS

Income (loss) available to common stock
holders                                      24,245     14,801     (1,303,810)     (98,976)

EFFECT OF DILUTIVE SECURITIES

Convertible preferred stock                  15,005                    15,005
                                            -------    -------    -----------     --------

DILUTED EPS

Income (loss) available to common
stockholders                                $39,250    $14,801    ($1,288,805)    ($98,976)
                                            =======    =======    ===========     ========
<CAPTION>
                                                        THREE MONTHS ENDED                SIX MONTHS ENDED
                                                        ------------------                ----------------
                                                 JUNE 30, 2000    JUNE 30, 199   JUNE 30, 2000(a)  JUNE 30, 1999(a)
                                                 -------------    -------------  ----------------  ----------------
<S>                                                <C>              <C>              <C>              <C>
Shares used in computing income (loss)

from continuing operations per share:

Basic                                              2,135,500        2,067,397        2,135,500        2,067,397

Effect of assumed conversion of employee

stock options and warrants                           407,279               --               --               --

Effect of assumed conversion of convertible
preferred stock                                      316,415               --               --               --
                                                   ---------        ---------        ---------        ---------
Diluted                                            2,859,194        2,067,397        2,135,500        2,067,397
                                                   =========        =========        =========        =========
<CAPTION>
                                                        THREE MONTHS ENDED                SIX MONTHS ENDED
                                                        ------------------                ----------------
                                                 JUNE 30, 2000    JUNE 30, 1999    JUNE 30, 2000    JUNE 30, 1999
                                                 -------------    -------------    -------------    -------------
<S>                                                <C>              <C>              <C>              <C>
Shares used in net income (loss)

per share:

Basic                                              2,135,500        2,067,397        2,135,500        2,067,397

Effect of assumed conversion of employee

stock options and warrants                           407,279               --               --               --

Effect of assumed conversion of convertible
preferred stock                                      316,415               --               --               --
                                                   ---------        ---------        ---------        ---------
Diluted                                            2,859,194        2,067,397        2,135,500        2,067,397
                                                   =========        =========        =========        =========
</TABLE>

(a)   For the six months ended June 30, 2000 and 1999, common stock equivalents
      have been excluded as their effect would be anti-dilutive.



                                       8
<PAGE>

5.    REDEEMABLE PREFERRED STOCK

      On April 17, 2000, the Company received an equity investment of $874,465
      ($1,000,000 less transaction costs of $125,535)from La Vista Investors,
      LLC ("La Vista"), a fund managed by WEC Asset Management LLC, a New
      York-based investment company.

      In connection with its investment, La Vista received (i) 1,000 shares of
      the Company's Series A 6% Convertible Preferred Stock, par value $0.01 per
      share (the "Series A Preferred Stock"), and (ii) a warrant convertible
      into 100,000 shares of the Company's Common Stock at an exercise price of
      $10.00 per share of Common Stock, subject to certain anti-dilution
      adjustments for stock splits, subdivisions, other similar events and
      certain below-market price issuances of Common Stock. Each share of Series
      A Preferred Stock is convertible into such number of shares of Common
      Stock as is determined by dividing $1,000, plus the amount of any accrued
      and unpaid dividends, by the Conversion Price (as defined below) in effect
      at the time of conversion. The Conversion Price at which shares of Common
      Stock shall be deliverable upon conversion of Series A Preferred Stock,
      without the payment of additional consideration by the holder thereof,
      shall be the lower of (i) nine dollars ($9.00) or (ii) 80% of the average
      of the three lowest Closing Bid Prices (as defined in the Certificate of
      Designations of the Series A Preferred Stock) of the Company's Common
      Stock during the thirty (30) trading days immediately preceding the date
      of notice from a holder of the Series A Preferred Stock of any such
      conversion. The Company and the holders of the Company's Series A
      Preferred Stock have agreed to exchange the Series A Preferred Stock for
      the Series B Preferred Stock on a one-for-one basis. The terms of the
      Series A Preferred Stock were identical to those of the Series B Preferred
      except that the holders of the Series A Preferred Stock had the right to
      vote together with the holders of Common Stock as a single class.

      In addition to the right of the selling stockholder to voluntarily convert
      its Series B Preferred Stock into shares of our common stock, all
      unconverted shares of the Series B Preferred Stock will automatically
      convert into shares of common stock, at the then-applicable conversion
      formula, on April 17, 2003.

      REDEMPTION RIGHTS OF REDEEMABLE PREFERRED STOCK

      The Company may be obligated to redeem the Series B Preferred Stock in two
      types of situations: (1) if the number of shares issued upon conversion of
      the Series B Preferred Stock were to exceed 19.9% of our outstanding
      common stock, and (2) if we fail to conclude certain required actions or
      if certain enumerated events were to occur.


      1.    IF THE UNDERLYING SHARES EXCEED 19.9%. If the number of shares of
            common stock issued upon conversion of the Series B Preferred Stock
            and in lieu of cash dividends (see below for a description of this
            concept) exceeds 19.9% of our outstanding common stock, we must
            take, at our option, one of two actions:

            a.    redeem all of the remaining shares of Series B Preferred Stock
                  at a price equal to 120% of the Liquidation Value, as defined.
                  17

            b.    call a special meeting of the Company's stockholders to
                  approve of the issuance of the common stock (and any other
                  matters requiring stockholder approval under the applicable
                  rules of the Nasdaq Stock Market) and use the Company's best
                  efforts to obtain such approval


      The Company cannot predict which of the foregoing two alternatives it will
      elect.


      In any event, the Company's ability to elect the first alternative (I.E.,
      make a redemption at 120% of the Liquidation Value of the Series B
      Preferred Stock) will depend on numerous factors in the future, including
      whether it has sufficient funds to make such redemption. At June 30, 2000,
      the Series B Preferred Stock could be converted into 466,926 shares of
      common stock.

      2.    FAILURE TO CONCLUDE ACTIONS/OCCURRENCE OF EVENTS. We will be
            required to redeem at 125% of the Liquidation Value of the
            outstanding Series B Preferred Stock if any of the following events
            (among others) were to happen (unless the selling stockholder at the
            time agreed with us otherwise):

            a.     if the registration statement is not effective by September
                  27, 2000

            b.    if the Comapny breaches the terms of the Series B Preferred
                  Stock and does not cure such breach within 10 days of notice
                  to us of such breach

            c.    if the Company becomes bankrupt by court order or if we
                  voluntarily institute bankruptcy proceedings or if other
                  similar events occur

            d.    if the Company defaults under any of our material contracts in
                  our businesses or lose a final judgment, where the default or
                  judgment is in excess of $250,000

            e.    if there is a Change of Control, as defined

On September 28, 2000 the Company received notification from La Vista demanding
redemption of outstanding Series B Preferred Stock in accordance with the terms
of the Series B Preferred Stock due to the Company's failure to have a
registration statement effective by September 27, 2000. Accordingly, while the
Company is contesting the validity of the demand, the Company has increased the
value of the redeemable preferred stock to $1,250,000. The Company is presently
attempting to have a registration statement relating to the Series B Preferred
Stock declared effective.

On January 4, 2001, La Vista Investors LLC commenced a lawsuit against the
Company in the Supreme Court of the State of New York. The action claims
compensatory and other damages and equitable relief arising out of alleged
breaches of the Securities Purchase Agreement between La Vista and the Company
dated April 17, 2000 and other agreements. Specifically, the complaint alleges
that the Company breached the agreement to redeem the preferred stock purchased
by La Vista if the common stock issuable upon conversion of the preferred stock
was not registered within 150 days of April 17, 2000. Among the remedies La
Vista has demanded are redemption of the preferred stock purchased by the
selling stockholder at a redemption price of $1.25 million and liquidated
damages of $100,000 relating to delays in effectuating the registration
statement.

On February 6, 2001, the Company respondeed to the complaint denying liability
for the relief sought as unenforceable penalties.

The Company believes that it has strong defenses and other legal rights and
intends to vigorously defend this action.


6.    SEGMENTS

      The Company's results of operations are reviewed and managed through three
      segments (i) corporate overhead ("5B"), (ii) Internet, e-commerce and
      systems integration ("5B Group" formerly Paratech) and (iii) legal support
      staff ("DeltaGroup"). The following represents selected financial
      information for the Company's segments for the three and six months ended
      June 30, 2000 and 1999, respectively:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30, 2000                          5B              5B GROUP           DELTAGROUP             TOTAL
-------------                          --              --------           ----------             -----
<S>                              <C>                 <C>                 <C>                 <C>
Revenues                         $        --         $ 7,502,321         $ 2,014,989         $  9,517,310
Cost of sales                             --           6,302,303           1,420,067            7,722,370
Pre tax net (loss) income           (451,410)            508,752             (12,695)              44,647
Assets                             2,108,748           8,483,291           2,281,402           12,873,441

THREE MONTHS ENDED
JUNE 30, 1999
                                                                                             ------------
Revenues                         $        --         $ 2,338,613         $ 1,790,347         $  4,128,960
Cost of sales                             --           1,771,263           1,325,540            3,096,803
Pre tax net (loss) income           (239,680)            (38,290)            (78,912)            (356,882)
Assets                             3,892,937           3,382,612           2,460,358            9,735,907
</TABLE>


                                       9
<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 2000
<S>                              <C>                 <C>                 <C>                 <C>
                                                                                             ------------
Revenues                         $        --         $ 9,418,631         $ 3,981,695         $ 13,400,326
Cost of sales                             --           7,558,286           2,817,471           10,375,757
Pre tax net (loss) income           (519,639)            341,913            (127,365)            (305,091)
Assets                             2,108,748           8,483,291           2,281,402           12,873,441

SIX MONTHS ENDED
JUNE 30, 1999
                                                                                             ------------
Revenues                         $        --         $ 4,748,882         $ 3,384,618         $  8,133,500
Cost of sales                             --           3,677,996           2,349,531            6,027,527
Pre tax net (loss) income           (274,769)           (344,883)           (276,025)            (895,677)
Assets                             3,892,937           3,382,612           2,460,358            9,735,907
</TABLE>


                                       10
<PAGE>

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

      The following discussion and analysis should be read in conjunction with,
and is qualified in its entirety by, the unaudited financial statements,
including the notes thereto, appearing elsewhere in this 10-Q.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

      For the three months ended June 30, 2000, the Company recorded sales
revenue of $9.5 million, a $5.4 million increase over the $4.1 million recorded
during the three months ended June 30, 1999. 5B Group's revenue for the three
months ended June 30, 2000 increased by 226% to $7.5 million ($5.0 million
relates to a one-time sale of hardware/software sales associated with an
internet infrastructure database build out) as compared to $2.3 million recorded
in 1999. The increase in sales at 5B Group is a result of the Company's increase
in providing professional services to clients (which include internet,
integration and application) and hardware/software sales associated with
Internet infrastructure projects. DeltaGroup recorded $2.0 million in revenue
during the three months ended June 30, 2000, an increase of $0.2 million, or
11%, over the $1.8 million recorded for the three months ended June 30, 1999.
The increase was due to DeltaGroup's ability to consistently provide its
customers with well-trained temporary personnel on a timely basis, the expansion
of its customer base and an increase in its permanent placement revenue.

      Cost of sales consists of all direct labor costs and other costs, such as
payroll taxes, employee benefits, outside contractors and equipment purchases,
related to each project or individual sale. For the three months ended June 30,
2000, the Company recorded cost of sales of $7.7 million, an increase of $4.6
million, or 148%, compared to the $3.1 million recorded for the three months
ended June 30, 1999. The increase is predominantly due to the increase in cost
of sales of the Company's 5B Group subsidiary. 5B Group reported cost of sales
of $6.3 million, an increase of $4.5 million, or 250%, compared to the $1.8
million recorded for the three months ended June 30, 1999. The reason for this
increase is the growth of 5B Group's revenue for the three months ended June 30,
2000. The DeltaGroup posted cost of sales of $1.4 million, a $0.1 million, or
8%, increase compared to the $1.3 million recorded in the three months ended
June 30, 1999. The reason for the increase is predominantly due to the increase
in revenue which generated corresponding increases in temporary salaries and
associated payroll taxes.

      Selling expense consists of all sales force salaries, commissions and
associated costs. Selling expense for the three months ended June 30, 2000 was
$407,000, a 21% increase over the $336,000 recorded in the comparable prior
period. 5B Group reported selling expenses of $182,000, or 2%, of revenue for
the three months ended June 30, 2000 compared to $268,000, or 11%, of revenue
for the period ended June 30, 1999. The decrease in selling expenses for 5B
Group is predominantly due to the types of projects that were completed during
the period. During the second quarter of 2000 5B Group completed various
projects that did not require any payment of commissions to salespeople.
DeltaGroup reported selling expenses of $177,000, or 9%, of revenue for the
three months ended June 30, 2000 compared to $68,000, or 4%, of revenue for the
period ended June 30, 1999. The increase in selling expenses is predominantly
due to a restructuring of salespeople's commissions.


                                       11
<PAGE>

      General and administrative expenses totaled $1.4 million for the three
months ended June 30, 2000, representing an increase of 27% compared to the $1.1
million recorded during the three months ended June 30, 1999. Approximately
$204,000 of this increase is due to legal and professional fees associated with
various contracts and filings. 5B Group reported G&A of $614,000, or 8%, of
revenue for the three months ended June 30, 2000 compared to $413,000, or 18%,
of revenue for the period ended June 30, 1999. DeltaGroup reported general and
administrative expenses of $302,000, or 15%, of revenue for the three months
ended June 30, 2000 compared to $446,000, or 25%, of revenue for the period
ended June 30, 1999. The decrease is predominantly due to a decrease in
administrative salaries.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

      For the six months ended June 30, 2000, the Company recorded sales revenue
of $13.4 million, a $5.3 million increase over the $8.1 million recorded during
the six months ended June 30, 1999. 5B Group's revenue for the six months ended
June 30, 2000 increased by 96% to $9.4 million ($5.0 million relates to a
one-time sale of hardware/software sales associated with an internet
infrastructure database build out) as compared to $4.8 million recorded in 1999.
The increase in sales at 5B Group is a result of the Company's increase in
providing professional services to clients (which include internet, integration
and application) and hardware/software sales associated with Internet
infrastructure projects. DeltaGroup recorded $4.0 million in revenue during the
six months ended June 30, 2000, an increase of $0.6 million, or 18%, over the
$3.4 million recorded for the six months ended June 30, 1999. The increase was
due to DeltaGroup's ability to consistently provide its customers with
well-trained temporary personnel on a timely basis, the expansion of its
customer base and an increase in its permanent placement revenue.

      Cost of sales consists of all direct labor costs and other costs, such as
payroll taxes, employee benefits, outside contractors and equipment purchases,
related to each project or individual sale. For the six months ended June 30,
2000, the Company recorded cost of sales of $10.4 million, an increase of $4.4
million, or 73%, compared to the $6.0 million recorded for the six months ended
June 30, 1999. The increase is predominantly due to the increase in cost of
sales of the Company's 5B Group subsidiary. 5B Group reported cost of sales of
$7.6 million, an increase of $3.9 million, or 105%, compared to the $3.7 million
recorded for the six months ended June 30, 1999. The reason for this increase is
the growth of 5B Group's revenue for the six months ended June 30, 2000. The
DeltaGroup posted cost of sales of $2.8 million, a $0.4 million, or 17%,
increase compared to the $2.4 million recorded in the six months ended June 30,
1999. The reason for the increase is predominantly due to the increase in
revenue which generated corresponding increases in temporary salaries and
associated payroll taxes.

      Selling expense consists of all sales force salaries, commissions and
associated costs. Selling expense for the six months ended June 30, 2000 was
$797,000, a 15% increase over the $691,000 recorded in the comparable prior
period. 5B Group reported selling expenses of $375,000, or 4%, of revenue for
the six months ended June 30, 2000 compared to $398,000, or 8%, of revenue for
the period ended June 30, 1999. The decrease in selling expenses for 5B Group is
predominantly due to the types of projects that were completed during the
period. During the second quarter of 2000 5B Group completed various projects
that did not require any payment of commissions to salespeople. DeltaGroup
reported selling expenses of $374,000, or 9%, of revenue for the six months
ended June 30, 2000 compared to $293,000, or 6%, of revenue for the


                                       12
<PAGE>

period ended June 30, 1999. The increase in selling expenses is predominantly
due to a restructuring of salespeople's commissions.

      General and administrative expenses totaled $2.6 million for the six
months ended June 30, 2000, representing an increase of 13% compared to the $2.3
million recorded during the six months ended June 30, 1999. Approximately
$275,000 of this increase is related to legal and professional fees, which were
incurred due to various contracts and public filings. 5B Group reported G&A of
$1,202,000, or 16%, of revenue for the six months ended June 30, 2000 compared
to $997,000, or 21%, of revenue for the period ended June 30, 1999. DeltaGroup
reported general and administrative expenses of $820,000, or 21%, of revenue for
the six months ended June 30, 2000 compared to $1,018,000, or 30%, of revenue
for the six months ended June 30, 1999. The decrease is predominantly due to a
decrease in administrative salaries.

LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 2000, the Company had $2.5 million in cash and cash
equivalents and investments available for sale. Substantially this entire amount
was invested in interest-bearing savings accounts, money market accounts
established by major commercial banks or in United States Government, other AA
rated obligations and mutual funds. Investments available for sale also include
250,000 shares and a warrant to purchase 50,000 shares of a privately held
company, which had a fair value of approximately $438,000.

      The Company continues to use its cash balances to fund its operations. In
order to expand its operations, which the Company is aggressively seeking to
accomplish, the Company will need to utilize its cash balances to promote
internal growth and fund potential future acquisitions. However, the Company is
limited to its current cash balances for funding such internal growth and add-on
acquisitions, unless the Company is able in the future to raise significant
additional financing. There can be no assurance that the Company will be able to
raise any such financing. Further, the Company's cash funds for acquisitions
might be limited to the extent that the Company's current operations or the
operations of any future acquisitions require the funding of losses or the
incurrence of capital outlay.

      At June 30, 2000, the Company had three types of credit lines available:

      TERM LOAN: In April 1998, the Company entered into a $500,000 term loan
with a bank collateralized by $600,000 in cash maintained in an investment
account (the "Term Loan"). Principal payments of approximately $41,600 and
interest are due on a quarterly basis through April 20, 2001. On July 20, 1999
the Company borrowed an additional $215,000 as a demand note. Interest payments
are being made on this additional borrowing and the Company is undergoing
negotiations with the bank to establish repayment terms. As of June 30, 2000,
approximately $382,000 remained outstanding under these loans collateralized by
$500,000 in cash maintained in an investment account. Under the agreement, the
Company was not in compliance with the debt covenant requiring minimum net worth
of at least $5.5 million at June 30, 2000. However, the Company has obtained a
waiver from the bank for non-compliance with the aforementioned covenant for the
six months ended June 30, 2000.

      DELTAGROUP REVOLVING CREDIT FACILITY: DeltaGroup has a $750,000 revolving
line of credit agreement with a bank secured by accounts receivable, which will
expire on June 30, 2001. Interest on outstanding borrowings accrues at the
bank's prime rate plus 1%. Borrowings are limited to 80% of eligible accounts
receivable. As of June 30, 2000, DeltaGroup had $750,000 outstanding under this
line.


                                       13
<PAGE>

      5B GROUP EQUIPMENT ACQUISITION CREDIT FACILITY: 5B Group has a $2,000,000
revolving line of credit agreement with a finance company secured by accounts
receivable and inventory (the "5B Group Facility"). Interest on outstanding
borrowings accrues at the prime rate plus 1 1/2%. Borrowings are limited to 85%
of eligible accounts receivable, as defined. This facility allows the Company to
purchase computer hardware from its vendors with net 30-day terms interest free.
At the expiration of the net 30-day period, the Company has the option of paying
the amount due or, provided the Company has sufficient eligible collateral,
borrowing under the credit facility. As of June 30, 2000, 5B Group had $745,000
outstanding under this line. Under the agreement, at June 30, 2000 5B Group was
not in compliance with the debt covenant requiring a liability to net worth
ratio of less than 8 to 1 and net income greater than $0. However, 5B Group has
obtained a waiver from the finance company for non-compliance with the
aforementioned covenant for the six months ended June 30, 2000.

      Each of the Company's three credit lines contains cross-default
provisions, so that any uncured or unwaived default under any of these credit
lines would cause there to be a default under the other two credit lines.

      As described above, the Company has received waivers from the lenders
under the Term Loan and the 5B Group Facility as a result of the Company's
non-compliance at June 30, 2000 with certain covenants under such facilities.
The Company believes that it will not satisfy these covenants in the future. The
Company has regularly obtained waivers of compliance from the respective lenders
under these facilities, and believes that it will be able to obtain waivers in
the future. However, if any waiver cannot be obtained in the future, that lender
would be able to declare a default under its credit line which would have the
effect of also causing a default under the Company's other two credit lines.
Among other things, if such defaults were to occur, any or all of the lenders
could declare all amounts, which aggregated approximately $1,876,000 as of June
30, 2000, under its respective credit lines immediately due and payable.


REDEEMABLE PREFERRED STOCK

      On April 17, 2000, the Company received an equity investment of $874,465
($1,000,000 less transaction costs of $125,535) from La Vista Investors, LLC, a
fund managed by WEC Asset Management LLC ("La Vista"), a New York-based
investment company. In connection with its investment, La Vista received (i)
1,000 shares of the Company's Series A 6% Convertible Preferred Stock, par value
$0.01 per share (the "Series A Preferred Stock"), and (ii) a warrant convertible
into 100,000 shares of the Company's Common Stock at an exercise price of $10.00
per share of Common Stock, subject to certain anti-dilution adjustments for
stock splits, subdivisions, other similar events and certain below-market price
issuances of Common Stock. Each share of Series A Preferred Stock is convertible
into such number of shares of Common Stock as is determined by dividing $1,000,
plus the amount of any accrued and unpaid dividends, by the Conversion Price (as
defined below) in effect at the time of conversion. The Conversion Price at
which shares of Common Stock shall be deliverable upon conversion of Series A
Preferred Stock, without the payment of additional consideration by the holder
thereof, shall be the lower of (i) nine dollars ($9.00) or (ii) 80% of the
average of the six lowest Closing Bid Prices (as defined in the Certificate of
Designations of the Series A Preferred Stock) of the Company's Common Stock
during the thirty (30) trading days immediately preceding the date of notice
from a holder of the Series A Preferred Stock of any such conversion. The
Company and the holders of the Company's Series A Preferred Stock have agreed to
exchange the Series A Preferred Stock for the Series B Preferred Stock on a
one-for-one basis. The terms of the Series A Preferred Stock were identical to
those of the Series B Preferred except that the holders of the Series A
Preferred Stock had the right to vote together with the holders of Common Stock
as a single class.


In addition to the right of the selling stockholder to voluntarily convert its
Series B Preferred Stock into shares of our common stock, all unconverted shares
of the Series B Preferred Stock will automatically convert into shares of common
stock, at the then-applicable conversion formula, on April 17, 2003.

REDEMPTION RIGHTS OF REDEEMABLE PREFERRED STOCK.

The Company may be obligated to redeem the Series B Preferred Stock in two types
of situations: (1) if the number of shares issued upon conversion of the Series
B Preferred Stock were to exceed 19.9% of our outstanding common stock, and (2)
if we fail to conclude certain required actions or if certain enumerated events
were to occur.


      1.    IF THE UNDERLYING SHARES EXCEED 19.9%. If the number of shares of
            common stock issued upon conversion of the Series B Preferred Stock
            and in lieu of cash dividends (see below for a description of this
            concept) exceeds 19.9% of our outstanding common stock, we must
            take, at our option, one of two actions:

            a.    redeem all of the remaining shares of Series B Preferred Stock
                  at a price equal to 120% of the Liquidation Preference, as
                  defined.

            b.    call a special meeting of the Company's stockholders to
                  approve of the issuance of the common stock (and any other
                  matters requiring stockholder approval under the applicable
                  rules of the Nasdaq Stock Market) and use the Company's best
                  efforts to obtain such approval


      The Company cannot predict which of the foregoing two alternatives it will
      elect.

      In any event, the Company's ability to elect the first alternative (I.E.,
      make a redemption at 120% of the Liquidation Value of the Series B
      Preferred Stock) will depend on numerous factors in the future, including
      whether it has sufficient funds to make such redemption. At June 30, 2000,
      the Series B Preferred Stock could be convertible into 466,926 shares of
      common stock.


      2.    FAILURE TO CONCLUDE ACTIONS/OCCURRENCE OF EVENTS. The Company will
            be required to redeem at 125% of the Liquidation Value of the
            outstanding Series B Preferred Stock if any of the following events
            (among others) were to happen (unless the selling stockholder at the
            time agreed with us otherwise):

            a.    if the registration statement is not effective by September
                  27, 2000

            b.    if the Company breaches the terms of the Series B Preferred
                  Stock and do not cure such breach within 10 days of notice to
                  us of such breach

            c.    if the Company becomes bankrupt by court order or if we
                  voluntarily institute bankruptcy proceedings or if other
                  similar events occur

            d.    if the Company defaults under any of our material contracts in
                  our businesses or lose a final judgment, where the default or
                  judgment is in excess of $250,000

            e.    if there is a Change of Control, as defined

On September 28, 2000 the Company received notification from La Vista demanding
redemption of outstanding Series B Preferred Stock in accordance with the terms
of the Series B Preferred Stock due to the Company's failure to have a
registration statement effective by September 27, 2000. Accordingly, while the
Company is contesting the validity of the demand, the Company has increased the
value of the redeemable preferred stock to $1,250,000. The Company is presently
attempting to have a registration statement relating to the Series B Preferred
Stock declared effective.

On January 4, 2001, La Vista Investors LLC commenced a lawsuit against the
Company in the Supreme Court of the State of New York. The action claims
compensatory and other damages and equitable relief arising out of alleged
breaches of the Securities Purchase Agreement between La Vista and the Company
dated April 17, 2000 and other agreements. Specifically, the complaint alleges
that the Company breached the agreement to redeem the preferred stock purchased
by La Vista if the common stock issuable upon conversion of the preferred stock
was not registered within 150 days of April 17, 2000. Among the remedies La
Vista has demanded are redemption of the preferred stock purchased by the
selling stockholder at a redemption price of $1.25 million and liquidated
damages of $100,000 relating to delays in effectuating the registration
statement of which this prospectus is a part.

On February 6, 2001, the Company respondeed to the complaint denying liability
for the relief sought as unenforceable penalties.

The Company believes that it has strong defenses and other legal rights and
intends to vigorously defend this action.


      The Company believes that cash generated from operations, amounts
available under its credit facilities, the proceeds received from the sale of
its leasing assets and from the sale of securities to La Vista, and/or other
third party financing will be sufficient to fund necessary capital expenditures
and to provide adequate working capital for at least the next 12 months.


                                       14
<PAGE>


There can be no assurance, however, that the Company will not require additional
financing prior to such date to fund the redemption of its redeemable preferred
stock and its operations, or that if required, such financing will be available
on commercially reasonable terms. In addition, the Company will require
additional financing after such date to fund its operations.


INFLATION

      Management does not believe inflation had a material adverse effect on the
financial statements for the periods presented.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISK

      Statements contained in this Form 10-Q, which are not historical facts,
are forwarding-looking statements. The forward-looking statements in this Form
10-Q are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements made herein contain a
number of risks and uncertainties that could cause actual results to differ
materially. These risks and uncertainties include, but are not limited to,
specific factors impacting the Company's business, including increased
competition; the ability of the Company to expand its operations and attract and
retain qualified sales representatives and technically trained consultants
experienced in the Internet and Information Technology (IT) sectors; the ability
of the Company to attract and retain Internet solutions and IT professionals
skilled in specific applications; the ability of the Company to attract and
retain qualified personnel in the legal staffing sector; the availability of
computer equipment; competition in the Internet solutions and IT consulting
sector and general economic conditions and the Company's need for additional
capital to finance the growth of its operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      "Quantitative and Qualitative Disclosure About Market Risk", on page 22 of
the Company's Annual Report on Form 10-K, is incorporated herein by reference.
No material changes have occurred from the disclosure in Form 10-K, through the
six months ended June 30, 2000.


                                       15
<PAGE>

      PART II: OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On April 17, 2000, the Company received an equity investment of $1,000,000 from
La Vista Investors, LLC ("La Vista"), a fund managed by WEC Asset Management
LLC, a New York-based investment company. In connection with its investment, La
Vista received (i) 1,000 shares of the Company's Series A 6% Convertible
Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and
(ii) a warrant convertible into 100,000 shares of the Company's Common Stock at
an exercise price of $10.00 per share of Common Stock, subject to certain anti
dilution adjustments for stock splits, subdivisions, other similar events and
certain below-market price issuances of Common Stock. Each share of Series A
Preferred Stock is convertible into such number of shares of Common Stock as is
determined by dividing $1,000, plus the amount of any accrued and unpaid
dividends, by the Conversion Price (as defined below) in effect at the time of
conversion. The Conversion Price at which shares of Common Stock shall be
deliverable upon conversion of Series A Preferred Stock, without the payment of
additional consideration by the holder thereof, shall be the lower of (i) nine
dollars ($9.00) or (ii) 80% of the average of the three lowest Closing Bid
Prices (as defined in the Certificate of Designations of the Series A Preferred
Stock) of the Company's Common Stock during the thirty (30) trading days
immediately preceding the date of notice from a holder of the Series A Preferred
Stock of any such conversion. The Series A Preferred Stock and the warrant were
issued to La Vista, an accredited investor pursuant to Section 4(2) of the
Securities Act of 1933. The Company and the holders of the Company's Series A
Preferred Stock have agreed to exchange the Series A Preferred Stock for the
Series B Preferred Stock on a one-for-one basis. The terms of the Series A
Preferred Stock were identical to those of the Series B Preferred except that
the holders of the Series A Preferred Stock had the right to vote together with
the holders of Common Stock as a single class.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   EXHIBITS.

            27.   Financial Data Schedule.

      (b)   REPORTS ON FORM 8-K.

            (i)   The Company filed a Current Report on Form 8-K with the
                  Securities and Exchange Commission on May 26, 2000. The
                  following items were reported in such Form 8-K:

                  1.    Item 5. Other Events.

                  2.    Item 7. Financial Statements and Exhibits.

                        (a)   Restated Financial Data Schedule for the year
                              ended December 31, 1997.

                        (b)   Restated Financial Data Schedule for the year
                              ended December 31, 1998.

                        (c)   Restated Financial Data Schedule for the year
                              ended December 31, 1999.

                        (d)   Restated Financial Data Schedule for the quarter
                              ended March 31, 1998.

                        (e)   Restated Financial Data Schedule for the quarter
                              ended June 30, 1998.

                        (f)   Restated Financial Data Schedule for the quarter
                              ended September 30, 1998.

                        (g)   Restated Financial Data Schedule for the quarter
                              ended March 31, 1999.

                        (h)   Restated Financial Data Schedule for the quarter
                              ended June 30, 1999.

                        (i)   Restated Financial Information.

            (ii)  The Company filed a Current Report on Form 8-K with the
                  Securities and Exchange Commission on May 17, 2000. The
                  following items were reported in such Form 8-K:

                  1.    Item 2. Acquisition or Disposition of Assets.

                  2.    Item 7. Financial Statements and Exhibits.

                        (a)   Press Release, dated May 4, 2000.

                        (b)   Unaudited Pro Forma Consolidated Statements of
                              Operations of 5B for the Years Ending December 31,
                              1999, December 31, 1998 and December 31, 1997.

            (iii) The Company filed a Current Report on Form 8-K with the
                  Securities and Exchange Commission on April 28, 2000. The
                  following items were reported in such Form 8-K:

                  1.    Item 5. Other Events.

                  2.    Item 7. Financial Statements and Exhibits.

                        (a)   Certificate of Designations of Series A 6%
                              Convertible Preferred Stock of 5B Technologies
                              Corporation, filed with the Secretary of State of
                              the State of Delaware on April 14, 2000.


                                       16
<PAGE>

                        (b)   Common Stock Purchase Warrant, dated April 17,
                              2000, issued to La Vista Investors LLC by 5B
                              Technologies Corporation and La Vista Investors
                              LLC.

                        (c)   Securities Purchase Agreement, dated April 17,
                              2000, by and between 5B Technologies Corporation
                              and La Vista Investors LLC.

                        (d)   Registration Rights Agreement, dated April 17,
                              2000, by and between 5B Technologies Corporation
                              and La Vista Investors LLC.

                        (e)   Press Release, dated April 18, 2000.


                                       17
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       5B TECHNOLOGIES CORPORATION



Date: February 15, 2001                 By: /s/ GLENN NORTMAN
                                          --------------------------------------
                                          Glenn Nortman, Chief Executive Officer



                                       18