UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

|X|   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended June 30, 2001

|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period from __________ to __________

      Commission file number 0-26886

                              HTTP TECHNOLOGY, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                              13-4148725
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               46 Berkeley Square, London, W1J 5AT, UNITED KINGDOM
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                              (011) 44-20-7598-4070
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court.

Yes |_|  No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: AS OF AUGUST 10, 2001:
57,847,397 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE.

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

<Page>

                          PART I FINANCIAL INFORMATION

            ITEM 1. FINANCIAL STATEMENTS

            The financial statements for the Company's fiscal quarter ended June
30, 2001 are attached to this Report, commencing at page F-1.

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

            Except for historical information, the material contained in this
Management's Discussion and Analysis or Plan of Operation is forward-looking.
For the purposes of the safe harbor protection for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995, readers are
urged to review the list of certain important factors set forth in "Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995" contained in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2000 ("Fiscal 2000"), which may
cause actual results to differ materially from those described. These risks and
uncertainties include the rate of market development and acceptance of
technology, the unpredictability of the Company's sales cycle, the limited
revenues and significant operating losses generated to date, and the possibility
of significant ongoing capital requirements. For the purposes of the safe harbor
protection for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995, readers are urged to review the list of certain
important factors set forth in "Cautionary Statement for Purposes of the "Safe
Harbor" Provisions of the Private Securities Litigation Reform Act of 1995".

            HTTP Technology, Inc. and its subsidiaries (collectively referred to
as "HTTP" or the "Company") have had only a limited operating history upon which
an evaluation of the Company's prospects can be made. The Company's prospects
must be considered keeping in mind the risks, expenses, and difficulties
frequently encountered in the establishment of a new business in an ever
changing industry. There can be no assurance that the Company will be able to
achieve profitable operations.

            For purposes of the discussion contained herein, all information is
reported on a consolidated basis for the Company and its wholly-owned
subsidiaries.

BACKGROUND

            HTTP Technology, Inc. was originally incorporated as a Utah
corporation in 1977. On December 19, 2000, the Company entered into an Agreement
and Plan of Merger with its wholly-owned subsidiary HTTP Technology, Inc., a
Delaware corporation, and thereby effected a re-incorporation of the Company
from Utah to Delaware. All references in this Report to "HTTP" or "the Company"
refer to HTTP Technology, Inc., the Delaware corporation, if the event occurred
on or after December 19, 2000 or to HTTP Technology, Inc., the Utah corporation,
if the event occurred prior to December 19, 2000.

            The Company is authorized to issue 100,000,000 shares of common
stock, par value $0.001 per share (the "Common Stock"). On December 27, 2000,
the Company's Board of


                                      -2-
<Page>

Directors approved a 2-for-1 forward split (the "Split") of the Company's Common
Stock, effective February 5, 2001, payable to holders of record on January 22,
2001. Throughout this Quarterly Report, all references to a number of shares of
the Company's Common Stock or the price of the Company's Common Stock have been
adjusted proportionately in order to account for the Split. As of June 30, 2001,
57,843,061 shares of Common Stock were issued and outstanding.

            As of July 31, 2001, HTTP had 45 full-time employees.

            HTTP maintains its corporate offices at 46 Berkeley Square, London,
W1J 5AT, United Kingdom, telephone +44 (0) 207-598-4070, facsimile: +44 (0)
207-598-4071, Internet address: http://www.http-tech.com.

BUSINESS STRATEGY

            The Company is a developer of software technology. The Company's
objective is to conceive, develop and commercialize innovative applications
derived from its core technology. The Company has two main development arms,
HTTP Software Plc ("Software") and HTTP Insights Ltd. ("Insights").

            HTTP SOFTWARE. In April 2000, the Company acquired Radical
Technology Plc (now known as HTTP Software Plc), which provided the Company with
a business dedicated to systems integration and software development. Over the
last four years, Software has generated revenue from its systems integration
business together with sales of its in-house developed systems integration and
network software products. This business is ongoing, and in addition the
development team is increasingly focused on testing and developing the core
software systems of the Stochastic Perception Engine, as well as building its
Application Programming Interface (API) libraries.

            Software is based in the Company's Croydon office in South London.

            HTTP INSIGHTS. In December 2000, the Company acquired Nightingale
Technologies Ltd. (now known as HTTP Insights Ltd.). The research and
development team at Insights conceived, and continues to develop, the Company's
core proprietary technologies. The Company's principal core technology is a
Stochastic Perception Engine, an advanced data analysis system that processes
unstructured data into meaningful outputs, enabling it to be interpreted or
further manipulated by users of a specific application. Similar technologies sit
at the core of many of today's major software applications. The Company's
proprietary Stochastic Perception Engine is comprised of four principal
data-processing capabilities: cluster analysis, statistical modeling,
classification and prediction, which when uniquely combined offer unsurpassed
processing speed, accuracy and comprehensiveness of results compared to existing
data analysis systems.

            The Insights team is based in the Company's head office in central
London, where it works closely with the Company's management in scoping,
defining, planning and developing specific solutions for applications identified
through the Company's strategic market research team.


                                      -3-
<Page>

            The Company seeks to commercialize the applications derived from its
core technology through joint ventures and licensing agreements with established
market leaders in various sectors. The Company is currently commercializing its
first medical application, a high-precision software system that analyses
computed tomography ("CT") medical images and identifies anomalies. The system
is aimed at increasing clinical productivity by maximizing scan processing
efficiencies and allowing much greater volumes of medical images to be analyzed
in greater detail.

RESULTS OF OPERATIONS

            REVENUES. For the six months ended June 30, 2001 and June 30, 2000,
the Company's gross revenues from operations were approximately $143,000 and
$204,000, respectively. For the quarter ended June 30, 2001 ("Q2 2001") and the
quarter ended June 30, 2000 ("Q2 2000"), the Company's gross revenues from
operations were approximately $69,000 and $204,000, respectively. The Company's
revenue was primarily derived from the Company's consulting activities provided
by Software.

            Software commenced operations under the Company umbrella from April
21, 2000, the date that the acquisition thereof became unconditional. The
Company's revenues for Q2 2001 primarily comprised software product consulting
and support services. During the six months and quarter ended June 30, 2001, the
Company had two customers who represented a significant proportion of its
revenues. The customers are Commonwealth Secretariat, which accounted for
approximately 45% and 13% of sales, respectively, and Texaco Ltd., which
accounted for approximately 23% and 35% of sales, respectively.

            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The Company's selling,
general and administrative expenses for the six months and quarter ended June
30, 2001 were approximately $3,795,000 and $1,998,000, respectively, as compared
to $1,738,000 and $1,035,000 for the six months and quarter ended June 30, 2000.
Professional fees, including technology development and consulting services,
were approximately $886,000 and $481,000 for the six months and quarter ended
June 30, 2001, respectively. Also included were salaries and directors'
compensation of approximately $1,040,000 and $515,000, service charges and rates
for property leasing of approximately $626,000 and $350,000, and rent of
approximately $293,000 and $146,000, respectively. The primary components of the
increased selling, general and administrative expenses in Q2 2001 were an
increase in consulting fees and an increase in rent and other property costs
resulting from the larger area occupied at 46 Berkeley Square. Management
expects selling, general and administrative expenses to continue at a similar
level in the near future as the Company continues to devote resources to the
expansion of the Company.

            DEPRECIATION AND AMORTIZATION EXPENSE. The Company had excess of
purchase price over net assets acquired of approximately $10,027,000, associated
with the acquisition of Software. The Company had excess of purchase price over
net assets acquired of approximately $103,443,000 from its acquisition of
Insights. The Company's policy is to amortize goodwill over five years. The
amortization charge for the six months and quarter ended June 30, 2001 was
approximately $8,635,000 and $5,614,000, respectively.


                                      -4-
<Page>

            IMPAIRMENT LOSS ON INVESTMENTS. Impairment loss on investments of
$1,211,000 relates to the impairment in the carrying value of one of the
Company's minority investments, Compaer AG. Based on the financial status of
Compaer AG, the investment was permanently impaired, and the Company has
recorded an impairment for the entire carrying value of this investment.

            IMPAIRMENT OF VENDOR GUARANTEE. Impairment of a vendor guarantee in
the amount of approximately $2,910,000 relates to an impairment of the guarantee
provided by Dr. Alexander Nill, a former director of the Company, as to the fair
value of certain assets acquired under the Company's acquisition of Core
Ventures Ltd. ("Core") in September 2000. As of June 30, 2001, Dr. Nill had
placed 3,000,000 shares of the Company's Common Stock in escrow as security for
the guarantee, and is proceeding to liquidate such shares in order to settle the
guarantee. Subsequently, Dr. Nill placed an additional 100,000 shares of the
Company's Common Stock in escrow. An agent, NYPPe LLC, was assigned by the
escrow agent to dispose of 3,000,000 of these shares on behalf of Dr. Nill in a
secondary private placement. The impairment of approximately $2,910,000
represents the difference between the value that may be realized by the sale of
these shares and the additional shares in escrow, and the amount at which the
guarantee was originally recorded of approximately $19,109,000. The Company
intends to seek full payment from Dr. Nill under the guarantee. However, there
can be no assurances that the Company will be successful in collecting on the
guarantee. Should the assets provided in respect of the guarantee be realized
for a lower amount and the Company is not successful in collecting on the
guarantee, a further impairment may be incurred.

            NET LOSS AND NET LOSS PER SHARE. Net loss was approximately
$16,278,000 for the six months ended June 30, 2001 compared to a net loss of
approximately $1,755,000 for the six months ended June 30, 2000. Net loss was
$10,432,000 for Q2 2001 compared to a net loss of approximately $1,058,000 for
Q2 2000. Net loss per share for the six months ended June 30, 2001 was $0.33,
based on weighted average shares outstanding of 49,920,756, compared to a net
loss per share of $0.05 for the six months ended June 30, 2000, based on
weighted average shares outstanding of 32,854,890. Net loss per share for Q2
2001 was $0.21, based on weighted average shares outstanding of 49,920,756,
compared to a net loss per share of $0.03 for Q2 2000, based on weighted average
shares outstanding of 32,854,890.

LIQUIDITY AND CAPITAL RESOURCES

            WORKING CAPITAL. At June 30, 2001, the Company had approximately
$2,540,000 in current assets. Cash and cash equivalents amounted to
approximately $1,934,000, and current liabilities were approximately $4,528,000.
Short-term debt and other taxes payable amounted to approximately $3,250,000,
which relates to a loan note assumed upon acquisition of Insights. The terms of
the loan note include a provision whereby, in the event Insights ceases to be a
wholly-owned subsidiary of its former parent, the lender can require full
repayment within one business day of giving notice of demand. Although no such
notice has been given nor is expected to be received, management has
reclassified the remaining amount payable as short-term due to this demand
provision and withholding tax due under the loan. At December 31, 2000, the
Company had approximately $6,856,000 in current assets. Cash and cash
equivalents amounted to approximately $6,231,000, and current liabilities were
approximately $1,252,000. Working capital at June 30, 2001 was approximately
$(1,988,000), as compared to approximately


                                      -5-
<Page>

$5,604,000 at December 31, 2000. The ratio of current assets to current
liabilities was 0.6 to 1.0 at June 30, 2001, as compared to 5.5 to 1.0 at
December 31, 2000.

            NET DECREASE IN CASH AND CASH EQUIVALENTS. During the six months
ended June 30, 2001, the Company's cash and cash equivalents decreased by
approximately $4,297,000. This decrease was primarily the result of net cash
used in operations of approximately $2,936,000 and net cash used in financing
activities of approximately $2,921,000. The Company received net cash of
approximately $1,558,000 from investing activities.

            NET CASH USED IN OPERATIONS. The use of cash in operations of
approximately $2,936,000 during the six months ended June 30, 2001 was
attributable to the Company's relatively low revenues at the same time that the
Company incurred significant operating costs. These significant costs included
professional fees, salaries and director compensation, and service charges
associated with rental property and rent, all of which resulted from the
Company's commencement of operations and expansion of its infrastructure to
support such operations. The Company used cash in operations for the six months
ended June 30, 2000 of $657,000.

            NET CASH PROVIDED IN INVESTMENT ACTIVITIES. For the six months ended
June 30, 2001, the Company had a net cash inflow from investment activities of
approximately $1,558,000, as compared with a net cash outflow from investment
activities of approximately $2,956,000 for the six months ended June 30, 2000.
Such funds were received in the first quarter of 2001 from the sale of the
Company's shareholding in MDA Group Plc.

            As this divestiture was effected through the exercise of a guarantee
given by a shareholder of the Company, the excess of proceeds over book value of
the investment in MDA Group Plc is reflected as a contribution to stockholders'
equity for the period ended June 30, 2001. The Company has discontinued the
strategy of taking minority investment stakes which was pursued during the
fiscal year ended December 31, 2000. The Company does not currently have any
commitments for material capital expenditures.

            NET CASH USED IN FINANCING ACTIVITIES. For the six months ended June
30, 2001, the Company had a net cash outflow from financing activities of
approximately $2,921,000. At the time of the Company's acquisition of Insights
in December 2000, Insights had outstanding $6,006,000 of long-term debt. This
debt is part of a $10,000,000 loan that Insights owed to its parent company
relating to the acquisition of patent applications for its Stochastic Perception
Engine technology. The loan bears interest at 2% above LIBOR and is unsecured.
The principal of the loan and accrued interest do not mature until October 5,
2003. During the six months ended June 30, 2001, the Company repaid an
additional $2,756,000 of the loan principal, resulting in an outstanding balance
of $3,250,000. In connection with this loan, in accordance with UK legislation,
Insights was obliged to withhold tax from the payment at the UK basic rate and
account for this to the UK taxation authorities on or by January 14, 2001. This
obligation was not specifically envisaged in the agreement under which the
patent application rights were acquired.

            Insights has received legal advice that it should deduct the
appropriate amount of tax from the remaining payments to be made to the former
parent company of Insights. The


                                      -6-
<Page>

former parent company of Insights has not formally accepted this position, and
it is therefore possible that the former parent would seek to recover any such
deductions from Insights. The directors have concluded that, taking into account
the legal advice received, the likelihood of a material, unprovided loss arising
in respect of this matter is remote. The amount of tax to be deducted is
estimated at up to $2.2 million, and this obligation has been accruing interest
at the UK statutory rate from the due payment date of January 14, 2001. The
directors are negotiating a rectification of the agreement under which the
patent application rights were acquired with the former parent of Insights. The
parties intended from the outset that the former parent company should assign to
Insights all world-wide rights covered by the technology. However, the initial
agreement referred only to the European patent rights (treated as a U.K. asset
under U.K. tax law). Other applications have been made in the United States of
America and in Japan and it is proposed that the "Rectification Agreement"
should clarify that all such rights in any part of the world should have been
incorporated into the original assignment. Management believes that the
rectification will decrease this estimated U.K. tax obligation.

            STOCKHOLDERS' EQUITY. The Company's stockholders' equity at June 30,
2001 was approximately $104,291,000, including an accumulated deficit of
approximately $24,892,000. Additional paid-in capital at June 30, 2001 was
approximately $145,430,000. The increase in additional paid-in capital was
primarily due to the issuance of 15,000,000 shares of Common Stock in connection
with the acquisition of Insights. The acquisition has been accounted for using
the purchase method of accounting and, accordingly, the assets acquired and
liabilities assumed have been recorded at their fair value as of the date of the
acquisition. The allocation of the purchase price has been based on preliminary
estimates. The Company anticipates that the final allocation may result in a
write-off of certain in-process research and development costs, which may be
substantial. Any other changes to the preliminary estimates will be reflected as
an adjustment to goodwill and to other identifiable intangibles. The securities
returned to the Company under its acquisition of Core have been valued as a
stockholder receivable in connection with such acquisition and are duly endorsed
over to the Company. The stockholder receivable amounted to approximately
$16,275,000 as of June 30, 2001. As of June 30, 2001, the stockholder had placed
3,000,000 shares of the Company's Common Stock in escrow as security for the
shareholder receivable, and is proceeding to liquidate such shares in order to
settle the guarantee. Subsequently, the stockholder placed an additional 100,000
shares of the Company's Common Stock in escrow. An agent, NYPPe LLC, was
assigned by the escrow agent to dispose of 3,000,000 of these shares on behalf
of the stockholder in a secondary private placement. The Company's stockholders'
equity was approximately $23,215,000 at December 31, 2000.

            ADDITIONAL CAPITAL. The Company may require additional capital
during its fiscal year ended December 31, 2001 to implement its business
strategies, including cash for (i) payment of increased operating expenses such
as salaries for additional employees; and (ii) further implementation of those
business strategies. Such additional capital may be raised through additional
public or private financing, as well as borrowings and other resources.

            On December 15, 2000, the Company entered into an unsecured credit
facility with ASIA IT Capital Investments Limited ("Asia IT"), which provides a
$20,000,000 line of credit. Such line of credit originally expired on December
31, 2001, but has been extended until September 30, 2002. Interest on advances
under the credit facility accrues at 2% above LIBOR. The Company can draw down
on this credit facility for its financing requirements, upon approval by the
Company's Board of Directors and subject to approval by Asia IT (such approval
not to be unreasonably withheld). While the facility is in place, the Company is
restricted by negative pledge from borrowing funds, directly or indirectly,
other than through the credit facility with Asia IT, without the consent of Asia
IT. The availability of the credit facility reduces PRO RATA upon the Company's
sale of any of its investment assets. As of the date of this Report, the


                                      -7-
<Page>

Company has not yet drawn down any amounts under this credit facility, although
the Company estimates that, before the end of the year, it will need to draw
upon such credit facility in order to meet its liabilities as they come due.
If, for any reason, additional financing under the ASIA IT facility should not
be available, the Company would require alternative sources of financing by the
end of the year. Should the Company not be able to raise financing from
alternative sources, it may be incapable of continuing to trade and to meet its
liabilities as they become due.

            The Company's intent is to liquidate its non-core investments as
appropriate and to use the proceeds of these sales to fund continuing
development and marketing of the Company's technology applications. To the
extent that additional capital is raised through the sale of equity or
equity-related securities, the issuance of such securities could result in
dilution to the Company's stockholders. No assurance can be given, however, that
the Company will have access to the capital markets in the future, or that
financing will be available on acceptable terms to satisfy the Company's cash
requirements to implement its business strategies. If the Company is unable to
access the capital markets or obtain acceptable financing (including drawdown on
the Asia IT facility), its results of operations and financial conditions could
be materially and adversely affected. The Company may be required to raise
substantial additional funds through other means. If adequate funds are not
available to the Company, it may be required to curtail operations significantly
or to obtain funds through entering into arrangements with collaborative
partners or others that may require us to relinquish rights to certain of its
technologies or products that the Company would not otherwise relinquish. While
the Company has begun to receive commercial revenues, there can be no assurances
that its existing commercial agreements will provide adequate cash to sustain
its operations. If the Company decides to expand its business faster, or to
geographic areas outside of Europe during the next twelve months, it may need to
raise further capital.

NEW ACCOUNTING PRONOUNCEMENTS. In June 2001, the Financial Accounting Standards
Board authorised the issuance of Statement of Financial Accounting Standards
("SFAS") No. 141, Business Combinations and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires the use of the purchase method of
accounting for all business combinations initiated after June 30, 2001. SFAS No.
141 requires intangible assets to be recognised if they arise from contractual
or legal rights or are "separable", i.e., it is feasible that they may be sold,
transferred, licensed, rented, exchanged or pledged. As a result, it is likely
that more intangible assets will be recognised under SFAS No. 141 than its
predecessor, APB Opinion No.16 although in some instances previously recognised
intangibles will be subsumed into goodwill.

            Under SFAS No. 142, goodwill will no longer be amortised over its
estimated useful life, but will be tested for impairment on an annual basis and
whenever indicators of impairment arise. The goodwill impairment test, which is
based on fair value, is to be performed


                                      -8-
<Page>

                            PART II OTHER INFORMATION

            ITEM 1. LEGAL PROCEEDINGS

            None.

            ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

            (a) None.

            (b) None.

            (c) None.

            (d) Not applicable.

            ITEM 3. DEFAULTS UPON SENIOR SECURITIES

            None.

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

            None.

            ITEM 5. OTHER INFORMATION

            On July 9, 2001, the Company entered into a Rescission Agreement
(the "Rescission Agreement") relating to the Purchase and Sale Agreement dated
October 5, 2000, by and among the Company and the shareholders of Ferman, AG
("Ferman"). The Company had contracted to purchase all of the outstanding stock
of Ferman from the selling shareholders. Subsequently, after undertaking further
due diligence, the Company determined that the conditions to closing had not
been fulfilled. The Rescission Agreement completed the unwinding of the purchase
and sale.

            ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

            EXHIBITS

            None.

            REPORTS ON FORM 8-K

            Amended Current Report on Form 8-K, filed June 25, 2001, including
the financial statements of Radical Technology, Plc, the acquisition of which
was originally reported in a Current Report on Form 8-K, filed May 23, 2000.


                                      -9-
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2001

Consolidated Balance Sheets as of June 30, 2001 (Unaudited)
and December 31, 2000 ............................................   F-2

Consolidated Statements of Operations for the Three Months Ended
June 30, 2001 (Unaudited) and the Three Months Ended
June 30, 2000 (Unaudited) ........................................   F-3

Consolidated Statements of Operations for the Six Months Ended
June 30, 2001 (Unaudited) and the Six Months Ended
June 30, 2000 (Unaudited) ........................................   F-4

Consolidated Statement of Cash Flows for the Six Months Ended
June 30, 2001 (Unaudited) and Six Months Ended
June 30, 2000 (Unaudited) ........................................   F-5

Notes to Consolidated Financial Statements .......................   F-6 to F-12


                                      F-1
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<Table>
<Caption>
                                                            June 30, 2001   December 31, 2000
                                                             (unaudited)
                                                            --------------  -----------------
<S>                                                         <C>              <C>
                     ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                $   1,934,391    $   6,231,136
   Accounts receivable, net                                       169,647          116,771
   Prepaid expenses                                               137,337          287,862
   Value-added tax receivable                                     227,819          159,032
   Other current assets                                            70,627           61,564
                                                            -------------    -------------
        Total current assets                                    2,539,821        6,856,365

PROPERTY AND EQUIPMENT, at cost, net of accumulated
   depreciation of $202,746 and $110,698, respectively            396,461          399,744

INVESTMENTS, at cost                                            1,900,241        3,803,733

SECURITY DEPOSITS                                                  46,022          244,579

INTANGIBLE ASSET, at cost, net of accumulated
   depreciation of $228,660 and $143,035,
   respectively                                                   356,882          443,382

EXCESS OF PURCHASE PRICE OVER NET ASSETS
   ACQUIRED, net of accumulated amortization of
   $9,894,447 and $1,259,871, respectively                    103,575,536       18,736,151

OTHER NON-CURRENT ASSETS                                           24,188           12,731
                                                            -------------    -------------
        Total assets                                        $ 108,839,151    $  30,496,685
                                                            =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                         $     656,343    $     666,827
   Accrued expenses                                               405,488          169,026
   Accrued professional expenses                                  200,052          237,176
   Bank overdraft                                                  15,636          179,018
   Short-term debt and other taxes payable (See Note 5)         3,250,000               --
                                                            -------------    -------------

        Total current liabilities                               4,527,519        1,252,047

CAPITALIZED LEASE                                                  21,099           23,843

LONG-TERM DEBT (See Note 5)                                            --        6,006,025
                                                            -------------    -------------

        Total liabilities                                       4,548,618        7,281,915
                                                            -------------    -------------

STOCKHOLDERS' EQUITY:
   Common stock, $.001 par value, 100,000,000 shares
   authorized, 57,843,062 and 42,748,270 shares issued
   and outstanding, respectively                                   57,843           42,747
   Additional paid-in capital                                 145,430,163       50,914,680
   Vendor guarantee                                           (16,275,000)     (19,109,330)
   Accumulated other comprehensive income                         (30,761)         (19,416)
   Accumulated deficit                                        (24,891,712)      (8,613,911)
                                                            -------------    -------------

        Total stockholders' equity                            104,290,533       23,214,770
                                                            -------------    -------------
                                                            $ 108,839,151    $  30,496,685
                                                            =============    =============
</Table>

            The accompanying notes are an integral part of these consolidated
financial statements.


                                      F-2
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                        Three Months        Three Months
                                                            Ended              Ended
                                                        June 30, 2001       June 30, 2000
                                                         (unaudited)         (unaudited)
                                                       --------------      --------------

<S>                                                    <C>                 <C>
REVENUES                                               $      68,658       $     203,878

EXPENSES:
      Selling, general and administrative charges          1,997,814           1,035,596
      Amortization of goodwill                             5,614,386             379,675
      Impairment of vendor guarantee (See Note 8)          2,909,544                  --
                                                       -------------       -------------
                                                          10,521,744           1,415,271

          Operating loss                                 (10,453,086)         (1,211,393)

OTHER INCOME:
      Interest and other income                               71,160              73,570
      Net foreign exchange gains/(losses)                    (51,329)             86,913
                                                       -------------       -------------
                                                              19,831             160,483

Net loss before minority interest                        (10,433,255)         (1,050,910)

MINORITY INTEREST                                              1,041              (7,179)

                                                       -------------       -------------
          Net loss                                     $ (10,432,214)      $  (1,058,089)
                                                       =============       =============

PER SHARE DATA:
      Basic and diluted loss per share                 $       (0.21)      $       (0.03)
                                                       =============       =============

      Weighted average number of common
          shares outstanding                              49,920,756          32,854,890
                                                       =============       =============
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-3
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                      Six Months       Six Months
                                                         Ended            Ended
                                                     June 30, 2001    June 30, 2000
                                                      (unaudited)      (unaudited)
                                                    --------------   --------------

<S>                                                 <C>              <C>
REVENUES                                            $     142,565    $     203,878

EXPENSES:
      Selling, general and administrative charges       3,794,869        1,738,244
      Impairment of investment                          1,211,246               --
      Amortization of goodwill                          8,634,576          379,675
      Impairment of vendor guarantee (See Note 8)       2,909,544               --
                                                    -------------    -------------
                                                       16,550,235        2,117,919

          Operating loss                              (16,407,670)      (1,914,041)

OTHER INCOME:
      Interest and other income                           138,625           76,935
      Net foreign exchange gains/(losses)                 (11,472)          89,619
                                                    -------------    -------------
                                                          127,153          166,554

Net loss before minority interest                     (16,280,517)      (1,747,487)

MINORITY INTEREST                                           2,716           (7,179)
                                                    -------------    -------------
          Net loss                                  $ (16,277,801)   $  (1,754,666)
                                                    =============    =============

PER SHARE DATA:
      Basic and diluted loss per share              $       (0.33)   $       (0.05)
                                                    =============    =============

      Weighted average number of common
          shares outstanding                           49,920,756       32,854,890
                                                    =============    =============
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-4
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW

<Table>
<Caption>
                                                                    Six Months       Six Months
                                                                       Ended            Ended
                                                                   June 30, 2001    June 30, 2000
                                                                    (unaudited)      (unaudited)
                                                                   --------------   --------------
<S>                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $ (16,277,801)   $  (1,754,666)
Adjustments to reconcile net loss to net cash
   used in operating activities
     Depreciation and amortization of other intangibles                  177,673           24,049
     Amortization of goodwill                                          8,634,576          379,675
     Provision for doubtful accounts                                       4,538               --
     Write down of investment                                          1,211,246               --
     Non cash consulting expense                                              --          692,805
     Impairment of vendor guarantee                                    2,909,544               --
     Minority interest in net earnings of subsidiary                      (2,716)           7,179
Changes in operating assets and liabilities, net of effects from
    acquisitions of businesses
     Increase in accounts receivable                                     (52,876)         (29,758)
     Decrease in prepaid expenses                                        150,525           90,892
     Increase in VAT receivable                                          (68,789)         (47,643)
     Increase in other assets                                             (9,064)         (35,001)
     Decrease (increase) in security deposits                            198,557         (222,384)
     Increase (decrease) in accounts payable                             (10,484)         108,022
     Increase in accrued expenses                                        236,462          129,832
     Decrease in accrued professional expenses                           (37,124)              --
                                                                   -------------    -------------
        Net cash used in operating activities                         (2,935,733)        (656,998)
                                                                   -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                                 (96,376)        (441,758)
Capitalized software development costs                                    (5,527)        (257,282)
Sale (purchase) of investments                                         1,660,000       (2,256,877)
                                                                   -------------    -------------
        Net cash provided by (used in) investing activities            1,558,097       (2,955,917)
                                                                   -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Capitalized lease payments                                                (1,264)              --
Decrease in bank overdraft                                              (163,382)              --
Repayment of long-term debt                                           (2,756,025)              --
Shares issued for cash                                                        --        5,000,000
                                                                   -------------    -------------
        Net cash provided by (used in) financing activities           (2,920,671)       5,000,000
                                                                   -------------    -------------

Effects of exchange rates on cash and cash equivalent                      1,562          (54,437)

NET INCREASE (DECREASE) IN CASH                                       (4,296,745)       1,332,648
                                                                   =============    =============

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD                           6,231,136          506,149
                                                                   -------------    -------------

CASH & CASH EQUIVALENTS, END OF PERIOD                             $   1,934,391    $   1,838,797
                                                                   =============    =============

NON CASH FINANCING ACTIVITIES
Issuance of shares associated with acquisitions (See Note 7)       $  93,473,960    $   9,659,387
Issuance of share options                                          $     227,840               --
Issuance of shares for convertible loan note                                  --           50,000
Stock issuance costs paid in warrants                                         --        4,428,000
Common stock subscribed                                                       --        1,000,000
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-5
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) FORMATION AND BUSINESS OF THE COMPANY

            HTTP Technology, Inc. ("HTTP" or the "Company") is a corporation
that was originally incorporated in Utah on March 8, 1977 under the name Trolley
Enterprises, Inc. The Company changed its name from Internet Holdings, Inc. to
HTTP Technology, Inc. on October 10, 2000. On December 19, 2000, the Company
entered into an Agreement and Plan of Merger with its wholly-owned subsidiary
HTTP Technology, Inc., a Delaware corporation, and thereby effected a
reincorporation of the Company from Utah to Delaware. HTTP is a developer of
sophisticated software technology. The Company's objective is to conceive,
develop and commercialize innovative applications derived from its core
technology. The Company has two main development arms, HTTP Software
("Software") and HTTP Insights ("Insights").

(2) BASIS OF PRESENTATION

            The accompanying unaudited consolidated financial statements of the
Company have been prepared pursuant to the rules of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles in the United States have been condensed or omitted
pursuant to such rules and regulations. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2000, filed on April 17, 2001. In
the opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments, which are of a normal recurring nature,
necessary for a fair presentation of the results for the periods presented. All
significant intercompany transactions have been eliminated in consolidation.

            Certain reclassifications have been made in prior period financial
statements to conform to the current presentation.

            The results of operations presented for the three months and six
months ended June 30, 2001, are not necessarily indicative of the results to be
expected for any other interim period or any future fiscal year.

(3) COMPANY FINANCING

            As of June 30, 2001, the total current liabilities of the Company
exceeded its total current assets. The directors have considered the application
of the going concern basis of accounting and believe that for the foreseeable
future the Company will have adequate resources to meet liabilities as they fall
due. In making this assessment, the directors have considered, in particular, a
credit facility which is discussed below.

            On December 15, 2000, the Company entered into an unsecured credit
facility with Asia IT Capital Investments Limited ("Asia IT"), which provides a
$20,000,000 line of credit. Such line of credit originally expired on December
31, 2001, but has been extended until September 30, 2002. Interest on advances
under the credit facility accrues at 2% above LIBOR. The Company can draw down
on this credit facility for its financing requirements, upon approval by the
Company's Board of Directors and subject to approval by Asia IT (such approval
not to be unreasonably withheld). While the facility is in place, the Company is
restricted by negative pledge from borrowing funds, directly or indirectly,
other than through the credit facility with Asia IT, without the consent of Asia
IT. The availability of the credit facility reduces upon the Company's sale of
any of its investment assets. As of June 30, 2001, the Company has not yet drawn
down any amounts under this credit facility, although the Company estimates
that, before the end of the year it will need to draw upon such credit facility
in order to meet its liabilities as they come due. If, for any reason,
additional financing under the Asia IT facility should not be available, the
Company would require alternative sources of financing by the end of the year.
Should the Company not be able to raise financing from alternative sources, it
may be incapable of continuing to trade and to meet its liabilities as they
become due.

(4) INVESTMENTS

            The Company accounts for its investments in non-marketable
securities under the cost method of accounting, as it owns less than a 20%
interest in each of the companies which comprise the investments.

            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 cash of DM2.5 million (approximately
$1,211,000). Based on information received during Q2 2001 regarding the
financial status of Compaer AG, management concluded that the


                                      F-6
<Page>

value of the investment was permanently impaired, and the Company has recorded
an impairment write-down equivalent to the entire carrying value of this
investment.

            On March 23, 2001, the Company sold its interest in MDA Group plc to
STG Holdings plc. See Note 6.

(5) SHORT-TERM DEBT AND OTHER TAXES PAYABLE

            The Company acquired Insights in December 2000. At the time of such
acquisition, Insights had outstanding $6,006,000 of long-term debt. This debt is
part of the original loan of $10,000,000 that Insights owed to its parent
company relating to the acquisition of patent applications for its Stochastic
Perception Engine technology. The loan bears interest at 2% about LIBOR and is
unsecured. The principal of the loan and accrued interest does not mature until
October 5, 2003. As of June 30, 2001, the balance of this loan was $3,250,000.
Interest accrues on the loan on a day to day basis and is payable when the loan
is redeemed. The terms of the loan note include a provision whereby, in the
event Insights ceases to be a wholly-owned subsidiary of its former parent, the
lender can require full repayment within one business day of giving notice of
demand. Although no such notice has been given or is expected to be received,
management has reclassified the remaining amount payable as short-term debt due
to this demand provision and withholding tax due under the loan, as described
below.

            In connection with the loan, in accordance with UK legislation,
Insights was obliged to withhold tax from the payment at the UK basic rate and
account for this to the UK taxation authorities on or by January 14, 2001. This
obligation was not specifically envisaged in the agreement under which the
patent application rights were acquired.

            Insights has received legal advice that it should deduct the
appropriate amount of tax from the remaining payments to be made to the former
parent company of Insights. The former parent company of Insights has not
formally accepted this position, and it is therefore possible that the former
parent would seek to recover any such deductions from Insights. The directors
have concluded that, taking into account the legal advice received, the
likelihood of a material, unprovided loss arising in respect of this matter is
remote. The amount of tax to be deducted is estimated at up to $2.2 million, and
this obligation has been accruing interest at the UK statutory rate as from the
due payment date of January 14, 2001. The directors are


                                      F-7
<Page>

negotiating a rectification of the agreement under which the patent application
rights were acquired with the former parent of Insights. The parties intended
from the outset that the former parent company should assign to Insights all
world-wide rights covered by the technology. However, the initial agreement
referred only to the European patent rights. Other applications have been made
in the United States of America and in Japan and it is proposed that the
"Rectification Agreement" should clarify that all such rights in any part of the
world should have been incorporated into the original assignment. Management
believes that the rectification will decrease this estimated tax obligation.

(6) STOCKHOLDERS' EQUITY

            On February 5, 2001, the Company effected a 2-for-1 split (the
"Split") of its Common Stock. As such, all share and per share information in
the accompanying financial statements have been restated to reflect the Split.

            On March 23, 2001 the Company sold its interest in MDA Group Plc to
STG Holdings Plc, a 21.9% stockholder of the Company, for the guaranteed value
of $1,660,000, representing an excess over book value of approximately
$1,000,000. As this divestiture was effected through the exercise of a guarantee
given by a shareholder of the Company, the excess of proceeds over book value of
the investment is reflected as a contribution to stockholders' equity for the
period ended June 30, 2001.

(7) ACQUISITION AGREEMENTS

            On April 21, 2000, the Company acquired through a stock for stock
tender offer approximately 76.73% of the outstanding ordinary shares of
Software. Through subsequent additional issuances of stock the Company has
acquired 98.5% of Software's outstanding ordinary shares in exchange for
2,524,122 shares of Common Stock, valued at approximately $12,621,000. The
acquisition has been accounted for using the purchase method of accounting and,
accordingly, the assets acquired and liabilities assumed have been recorded at
their fair values as of the date of the acquisition. The excess of the purchase
price over the fair value of the assets acquired and liabilities assumed relates
primarily to intangible assets and the remaining amount has been recorded as
goodwill on the accompanying balance sheet. The fair values have been based on
an independent valuation.

            During September 2000, the Company issued 3,600,000 shares of Common
Stock for 100% of the outstanding stock of Core. Core is a holding company whose
principal asset is an interest in Red Cube AG, a voice-over-IP
telecommunications provider. The purchase agreement provided in part that Dr.
Alexander Nill would guarantee to HTTP Technology that as of December 15, 2000,
Core would have assets of not less than $25,000,000. Pursuant to this guarantee,
Dr. Nill signed a Memorandum of Understanding (the "Memorandum"), on December
27, 2000, stipulating that the net assets of Core were estimated to be
approximately $2,500,000 and that the warrants to purchase further Red Cube
stock had a nil value. Dr. Nill acknowledged


                                      F-8
<Page>

that he had been served with a formal demand to honor his obligations to HTTP
pursuant to the terms of the personal guarantee provided to him as security for
the transaction. As of June 30, 2001, the stockholder had placed 3,000,000
shares of the Company's Common Stock in escrow as security for the shareholder
receivable, and is proceeding to liquidate such shares in order to settle the
guarantee. Subsequently, the stockholder placed an additional 100,000 shares of
the Company's Common Stock in escrow. An agent, NYPPe LLC, was assigned by the
escrow agent to dispose of 3,000,000 of these shares on behalf of the
stockholder in a secondary private placement. At the time of the acquisition,
Dr. Alexander Nill was a Director of the Company. Dr. Nill resigned as a
director of the Company, effective February 27, 2001.

            On December 29, 2000, the Company acquired all of the issued and
outstanding shares of Insights, in a stock-for-stock transaction (the "Insights
Offer"). The Company received the shares of Insights on December 29, 2000, but
is not required to pay any consideration for such shares until certain
conditions are met. These conditions include (1) the receipt of validation by
the Defense Evaluation and Research Agency ("DERA") as the technical and
commercial viability of Insight's proprietary technology and (2) either (a) the
Company's first use of a medical imaging prototype for scan analysis with third
parties or (b) appropriate validation being provided to DERA as to the technical
novelty and commercial viability of same, whichever shall be earlier. Upon the
occurrence of each event, the Company is required to issue 15,000,000 shares of
its Common Stock to Insights' shareholders.

            On February 22, 2001, the Company issued the first tranche of
consideration, valued at approximately $93,000,000 based on a weighted average
share price of $6.20 per share, as a result of the DERA validation. Management
anticipates that the second tranche of contingent consideration, valued at
approximately $87,750,000 based on a weighted average share price of $5.85 per
share, is highly probable to be issued. The acquisition has been accounted for
using the purchase method of accounting and, accordingly, the assets acquired
and liabilities assumed have been recorded at their fair values as of the date
of the acquisition. The excess of the purchase price over the fair value of the
assets acquired and liabilities assumed of approximately $103,443,000 has been
assigned to goodwill at the date of acquisition. The allocation of the purchase
price has been based on preliminary estimates. The Company anticipates that the
final allocation may result in a write off of certain in-process research and
development costs, which may be substantial. Any other changes to the
preliminary estimates will be reflected as an adjustment to goodwill and to
other identifiable intangibles.

            The unaudited pro forma consolidated statement of operations gives
effect to the acquisition of Insights, Core and Software as if they had occurred
at the beginning of each period. For the period ended June 30, 2001 the
unaudited pro forma consolidated statement of operations gives effect to the
issuance of additional shares in connection with the acquisition of Insights.


                                      F-9
<Page>

<Table>
<Caption>
                                                          SIX MONTHS ENDED    SIX MONTHS ENDED
                                                             JUNE 30, 2001       JUNE 30, 2000
PRO FORMA:                                                     (UNAUDITED)         (UNAUDITED)
----------                                                ----------------    ----------------

<S>                                                          <C>                 <C>
Revenues.......................................              $    142,565        $    432,053
Net loss.......................................              $(27,653,728)       $(21,747,017)
Basic and diluted net loss per share...........              $      (0.38)       $      (0.32)
Weighted average shares outstanding............                72,843,062          68,258,447
</Table>

            The unaudited pro forma consolidated financial information does not
purport to represent what the Company's financial position or results of
operations would actually have been if these transactions had occurred at such
dates or to project the Company's future results of operations.

(8) IMPAIRMENT OF VENDOR GUARANTEE.

            Impairment of a vendor guarantee in the amount of approximately
$2,910,000 relates to an impairment of the guarantee provided by Dr. Alexander
Nill, a former director of the Company, as to the fair value of certain assets
acquired under the Company's acquisition of Core in September 2000. As of June
30, 2001, Dr. Nill had placed 3,000,000 shares of the Company's Common Stock in
escrow as security for the guarantee and is proceeding to liquidate such shares
in order to settle the guarantee. Subsequently, Dr. Nill placed an additional
100,000 shares of the Company's Common Stock in escrow. An agent, NYPPe, LLC,
was assigned by the escrow agent to dispose of 3,000,000 of these shares on
behalf of Dr. Nill in a secondary private placement. The impairment of
approximately $2,910,000 represents the difference between the value that may be
realized by the sale of the shares and the additional shares in escrow, and the
amount at which the guarantee was originally recorded of approximately
$19,109,000. The Company intends to seek full payment from Dr. Nill under the
guarantee. However, there can be no assurances that the Company will be
successful in collecting on the guarantee. Should the assets provided in respect
of the guarantee be realized for a lower amount and the Company is not
successful in collecting on the guarantee a further impairment may be recorded.

(9) NEW ACCOUNTING PRONOUNCEMENTS

            In June 2001, the Financial Accounting Standards Board authorised
the issuance of Statement of Financial Accounting Standards ("SFAS") No. 141,
Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 requires the use of the purchase method of accounting for all
business combinations initiated after June 30, 2001. SFAS No. 141 requires
intangible assets to be recognised if they arise from contractual or legal
rights or are "separable", i.e., it is feasible that they may be sold,
transferred, licensed, rented, exchanged or pledged. As a result, it is likely
that more intangible assets will be recognised under SFAS No. 141 than its
predecessor, APB Opinion No.16 although in some instances previously recognised
intangibles will be subsumed into goodwill.

            Under SFAS No. 142, goodwill will no longer be amortised over its
estimated useful life, but will be tested for impairment on an annual basis and
whenever indicators of impairment arise. The goodwill impairment test, which is
based on fair value, is to be performed


                                      F-10
<Page>

on a reporting unit level. A reporting unit is defined as a SFAS No. 131
operating segment or one level lower. Goodwill will no longer be allocated to
other long-lived assets for impairment testing under SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of. Additionally, goodwill on equity method investments will no longer be
amortised; however, it will continue to be tested for impairment in accordance
with Accounting Principles Board Opinion No. 18, The Equity Method of Accounting
for Investments in Common Stock. Under SFAS No. 142 intangible assets with
indefinite lives will not be amortised. Instead they will be carried at the
lower cost or market value and tested for impairment at least annually. All
other recognised intangible assets will continue to be amortised over their
estimated useful lives.

            SFAS No. 142 is effective for fiscal years beginning after December
15, 2001 although goodwill on business combinations consummated after July 1,
2001 will not be amortised. On adoption the company may need to record a
cumulative effect adjustment to reflect the impairment of previously recognised
intangible assets. In addition, goodwill on prior business combinations will
cease to be amortised. The Company has not determined the impact that these
Statements will have on intangible assets or whether a cumulative effect
adjustment will be required upon adoption. If SFAS No. 142 had been adopted at
the beginning of the year, $8,634,576 of goodwill amortization would not have
been recorded.

(10) EMPLOYEE STOCK OPTIONS

            The Company accounts for stock options under the provisions of
Accounting Principles Board Opinion ("APB") No. 25. Where options are issued to
acquire a fixed number of shares with a fixed exercise price the difference
between the exercise price and the market value of the shares is measured at the
grant date and amortized over the vesting period of the options. Options issued
to non-employees are accounted for in accordance with the fair value method
under SFAS No. 123. This requires the use of an option pricing model, to
determine the fair value of the option. The measurement date for the Company's
stock option plan is the date at which a commitment for performance is reached
(a performance commitment).

            On October 10, 2000, the shareholders of the Company approved the
Company's 2000 Combined Incentive and Nonqualified Stock Option Plan (the
"Plan"). The Company has reserved 2,500,000 shares of its Common Stock for
issuance upon exercise of options granted under the Plan. Options granted vest
over two years and expire eight years from the date of grant. As of June 30,
2001, the Company had indicated in writing its intention to grant 1,155,000
options to certain eligible staff and a further 60,000 options to an eligible
consultant. If a compensation charge is to be recorded, then it will be based on
the date of the grant.


                                      F-11
<Page>

(11) COMPREHENSIVE INCOME

            As of June 30, 2001, and for the six months and quarter then ended,
comprehensive income is comprised of a net loss from operations and the net
effect of foreign currency translation adjustments. This comprised a net loss of
approximately $16,278,000 and $10,432,000 and foreign currency translation
adjustments of approximately $(11,000) and $1,000, resulting in comprehensive
loss of approximately $16,289,000 and $10,431,000, respectively.


                                      F-12
<Page>

                                    SIGNATURE

            In accordance with 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.

Dated: August 14, 2001

                                        HTTP TECHNOLOGY, INC.


                                        By:  /s/ STEFAN ALLESCH-TAYLOR
                                             -------------------------------
                                        Stefan Allesch-Taylor
                                        Chairman and Chief Executive Officer


                                        By:  /s/ JASON E. FORSYTH
                                             -------------------------------
                                        Jason E. Forsyth
                                        Chief Financial Officer