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

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

                                FORM 10-QSB/A-1

(MARK ONE)

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

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

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-26886

                             HTTP TECHNOLOGY, INC.

       (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                    <C>
              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)

                          INTERNET HOLDINGS, INC.
                              16 CURZON STREET
                              MAYFAIR, LONDON
                           W1Y 7FF UNITED KINGDOM
 (Former name, former address and former fiscal year, if changed since last
                                  report)
</TABLE>

    Check whether the issuer (1) 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 / /  No /X/

               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 November 13, 2000:
46,213,146 (post split) shares of Common Stock, par value $0.001 per share.

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

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

    The Quarterly Report on Form 10-QSB of HTTP Technology, Inc., formerly known
as Internet Holdings, Inc. ("HTTP" or the "Company"), for the quarter ended
September 30, 2000, filed on November 16, 2000, is hereby amended and restated
in its entirety. The amendment and restatement is necessary to reflect:

        1. The accounting treatment for the issuance of stock to a service
    provider in December 1999, which is described in more detail in Footnote 1
    to the consolidated financial statements included in the Company's Form
    10-KSB/A-1 filed on April 17, 2001,

        2. The accounting treatment of shares issued to a service provider in
    connection with the issuance of shares to a third party. See footnote 1 of
    the unaudited consolidated financial statements included in the Company's
    Form 10-QSB/A-1 for the quarter ended March 31, 2000 filed on May 15, 2001
    for more details.

        3. The valuation of common shares issued in conjunction with the HTTP
    Software plc (formerly Radtech) acquisition. These were originally valued
    based on management's best estimate of fair value which included a 25%
    discount from the market price due to lack of marketability, which is
    described in more detail in footnote 1 to the accompanying unaudited
    financial statements included in this Report.

        4. To reflect the issuance of common stock related to the purchase of
    Core Ventures during the quarter. The shares issued in conjunction with the
    acquisition were recorded based on the guarantee provided under the
    transaction. EITF 99-12 requires that the shares be recorded based on the
    market price of the securities over a reasonable period of time before and
    after the two companies have reached agreement on the purchase price and the
    proposed transaction is announced. The application of EITF 99-12 results in
    a revision of the price per share from $6.94 to $5.66 and a decrease in the
    aggregate purchase price of $4,635,569.

    As a result of these adjustments, as of September 30, 2000, total assets
were revised from $38,219,067 to $36,158,409, total stockholders' equity was
revised from $38,644,013 to $35,584,169, total operating loss was revised from
$2,311,243 to $2,783,628 for the three month period ended September 30, 2000 and
from $3,457,449 to $4,697,669 for the nine-month period ended September 30,
2000, net loss was revised from $2,174,212 to $2,646,598 for the three-month
period ended September 30, 2000 and $3,161,043 to $4,401,263 for the nine-month
period ended September 30, 2000 and the basic/ diluted loss per share was
revised from $0.06 to $0.07 for the three-month period ended September 30, 2000
and from $0.09 to $0.13 for the nine-month period ended September 30, 2000.

    On October 10, 2000, the Company's stockholders approved a change of the
Company's name from Internet Holdings, Inc. to HTTP Technology, Inc. On
December 19, 2000, persons or entities holding an aggregate of 70.3% of the then
outstanding shares of the Company's Common Stock approved by written consent the
reincorporation of the Company from Utah to Delaware. On February 5, 2001, the
Company effected a 2-for-1 forward split of its Common Stock. Although each of
these events occurred subsequent to the period covered by this Quarterly Report,
they have been reflected in this amendment and restatement.

                                       1
<PAGE>
                                     PART I
                             FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

    The financial statements for the Company's fiscal quarter ended
September 30, 2000 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, 1999, as amended ("Fiscal
1999"), which may cause actual results to differ materially from those
described. These risks and uncertainties include the rate of market development
and acceptance of positioning 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.

    The report of the Company's former independent accountants, Callaghan
Nawrocki LLP, on the Company's financial statements for the fiscal year ended
December 31, 1999, includes a statement that the Company is a development stage
company. During the quarter ended June 30, 2000, the Company emerged from its
development stage status by acquiring Radical Technology Plc. The Company's
intent was to acquire software development companies as investments and as a
result of this acquisition the plan of operations has been initiated.

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

BUSINESS STRATEGY

    The Company builds and markets its own software and network enabling
products. In addition, it has a venture capital division. HTTP's strategy is to
exploit its products through alliances and joint ventures with other
organizations. These may come from the collaboration network of our portfolio
companies or from separate ventures with third parties.

    HTTP's investment division has a clear emphasis on capital growth, balance
sheet strength and the use of its operating subsidiaries to create cash flow.
The investments made by HTTP provide strong net assets and it is the intention
of HTTP to use these assets to provide additional funding to invest in product
development.

    Radical Technology PLC, subsequently renamed HTTP Software, Plc
("Software")), a wholly owned subsidiary of the Company, was acquired in April
2000. Software is now fully integrated into the

                                       2
<PAGE>
Company's operations and provides consistent revenue from product sales.
Software has developed an advanced systems integration business with existing
blue-chip clients. Current Software clients include British Telecom, Ericsson,
Texaco, Eidos Interactive, and Computer Cab.

    HTTP also acquired a technology investment company in a stock acquisition.
Core Ventures Limited ("Core"), a British Virgin Island company, which holds a
number of investments and is part of a strategic alliance with Red Cube AG, was
acquired in September 2000.

RESULTS OF OPERATIONS

    QUARTER ENDED SEPTEMBER 30, 2000

    The Company commenced operations under the current management on October 18,
1999. As such, there is no comparable data for the quarter ended September 30,
1999. The Company has relied heavily upon proceeds from the sale of its
securities to fund its operations.

    The Company experienced a loss for the quarter ended September 30, 2000 of
approximately ($2,647,000). Revenue for the period was approximately $21,000
derived primarily from customized computer software consulting associated with
Software.

    Selling, general and administrative expenses for the quarter ended September
30, 2000 were approximately $1,797,000. The major components of these expenses
were professional fees of approximately $622,000, directors' remuneration of
approximately $103,000 and public relations and marketing of approximately
$161,000. The professional fees consisted primarily of non-cash consulting
charges of $346,000 associated with a consulting contract entered into in
December 1999. The Company incurred amortization expenses relating to goodwill
of approximately $965,000, which resulted from the Company's acquisition of
Software. During the quarter, approximately $1,051,000 of software development
costs were written off, of which $421,000 was associated with software
development costs capitalized from the acquisition of Software and $630,000 was
associated with software development costs capitalized since the acquisition of
Software, based on the Company's assessment of the net realizable value of the
products with which these costs were associated. The write off of software
development costs capitalized since the acquisition of Software are accounted
for within the respective selling, general and administrative costs captions
associated with the development of the software products. The software
development costs were written off because the Company altered the strategic
direction of Software to focus its resources on other projects, particularly the
development of other software associated with a potential acquisition.
Therefore, the software development costs written off were written down to an
assessed net realizable value of zero.

    The number of employees on September 30, 2000 was 43, an increase from 3 as
of the end of Fiscal 1999.

    On September 20, 2000, the Company acquired all of the capital stock of Core
Ventures Ltd., a corporation organized under the laws of the British Virgin
Islands ("Core"). Under the terms of the agreement, the Company issued 3,600,000
shares of the Company's Common Stock, par value $.001 per share, of which
3,040,000 were issued to Muca Group Ltd., for 100% of the outstanding shares of
Core. Dr. Alexander Nill, a director of the Company, is the sole shareholder of
Muca Group, Ltd. As part of the consideration for the issuance of shares, Dr.
Nill has guaranteed the value of Core, to be determined by an independent
appraisal on December 15, 2000, to be not less than $25 million. In the event
the net assets are lower than $25 million, Dr. Nill will pay the difference in
cash or marketable securities.

                                       3
<PAGE>
    NINE MONTHS ENDED SEPTEMBER 30, 2000

    The Company's loss for the nine months ended September 30, 2000 was
approximately ($4,401,000). Operating revenue for the nine months ended
September 30, 2000 was approximately $225,000.

    Selling, general and administrative expenses for the nine months ended
September 30, 2000 were approximately $3,535,000. Such expenses were primarily
comprised of approximately $1,666,000 for professional fees, directors'
remuneration of approximately $238,000 and public relations and marketing of
approximately $261,000. The professional fees consisted primarily of non-cash
consulting charges of approximately $1,039,000 associated with a consulting
contract entered into in December 1999. During the quarter, approximately
$1,051,000 of software development costs were written off, of which
approximately $421,000 was associated with software development costs
capitalized from the acquisition of Software and approximately $630,000 was
associated with software development costs capitalized since the acquisition of
Software, based on the Company's assessment of the net realizable value of the
products with which these costs were associated. The write off of software
development costs capitalized since the acquisition of Software are accounted
for within the respective selling, general and administrative costs captions
associated with the development of the software products. The software
development costs were written off because the Company altered the strategic
direction of Software to focus its resources on other projects, particularly the
development of other software associated with a potential acquisition.
Therefore, the software development costs written off were written down to an
assessed net realizable value of zero.

LIQUIDITY AND CAPITAL RESOURCES

    For the nine months ended September 30, 2000, the Company used cash of
approximately $1,918,000 in operations. Cash used in operations before changes
in working capital items was approximately $1,993,000.

    Net cash used in investing activities was approximately $2,538,000 for the
nine months ended September 30, 2000. This was comprised of costs incurred in
acquiring fixed assets and investments in the following companies:

    - An 11% investment in Eurindia Plc, and equity management company which
      seeks to invest in small to medium sized Indian information technology
      service companies, for 400,000 pounds sterling (approximately $636,800).

    - A 5% investment in Compaer AG, a supplier of online insurance for
      business-to-business and business-to-consumer markets in Germany for
      DM2.5 million (approximately $1,211,000).

    - A 1% investment in Strategic Intelligence PLC-Ltd., a market research
      company, for cash of 441,000 Singapore dollars (approximately $262,000).

Net cash provided by financing activities totaled approximately $5,049,000
during the nine months ended September 30, 2000, primarily as a result of the
sale, pursuant to Regulation S of the Securities Act, of 10,000,000 shares of
Common Stock at a price of $0.50 per share. The Company has agreed to register
25% of the shares. In consideration for underwriting the issue in full, the
underwriter received warrants to purchase up to 2,000,000 shares of the
Company's Common Stock at an exercise price of $0.50 per share. These warrants
had a fair value of approximately $4,428,000 and have been reflected as an
issuance cost of the shares. On May 12, 2000, the underwriter exercised all of
the warrants for $1,000,000.

    At September 30, 2000 and December 31, 1999, the Company had current assets
of approximately $11,240,000 and $2,088,000, respectively. At September 30, 2000
and December 31, 1999 the Company had cash and cash equivalents of approximately
$1,025,000 and $506,000, respectively. At September 30,

                                       4
<PAGE>
2000 and December 31, 1999, the Company had other receivables of approximately
$9,479,000 and $1,000, respectively. The other receivables as of September 30,
2000 were primarily comprised of approximately $9,368,000 that represents part
of the guaranteed value of Core's net assets.

    As of September 30, 2000, the Company had investments of approximately
$13,730,000. The largest investment was in Red Cube AG for approximately
$11,016,000, a leading voice-over IP company located in Switzerland. The Company
valued this investment based on a recent rights issue by Red Cube AG, at 120
Swiss Francs, approximately $68, per share.

    As of September 30, 2000, the Company had goodwill of approximately
$10,620,000. The goodwill was associated with the acquisition of Software and is
based on a purchase price of $5.00 per share. The purchase price is an estimate
and the Company has obtained an appraiser to provide an opinion as to the value
of this investment before year-end. The Company's policy is to amortize goodwill
over five years.

    As of September 30, 2000, the Company had net fixed assets of approximately
$333,000. As of September 30, 2000, the Company had outstanding obligations of
approximately $574,000.

    The Company intends to continue to acquire investments in software
development companies to further its business strategy. To date, the Company has
depended upon the sale of its equity to fund its operations. Since the end of
Fiscal 1999, the Company has raised approximately $5,000,000 in private
placements pursuant to an underwriting agreement completed on January 28, 2000.
The Company is in the process of raising up to $30,000,000 pursuant to an
exemption from registration under Regulation S under the Securities Act of 1933,
as amended.

RECENT DEVELOPMENTS

    On October 5, 2000, the Company executed a Purchase and Sale Agreement to
acquire 100% of Ferman's outstanding stock for 5,100,000 shares of the Company's
Common Stock. Subsequently, after undertaking further due diligence, the Company
determined that the conditions to closing had not been fulfilled, and
accordingly, the Company decided not to proceed with the transaction. The
Company never assumed management control of Ferman and no consideration was
exchanged.

    On October 12, 2000, the Company changed its name from Internet Holdings,
Inc. to HTTP Technology, Inc. This change was approved by the stockholders of
the Company at the Company's Annual Meeting held on October 10, 2000.

                                       5
<PAGE>
                                    PART II

ITEM 1. LEGAL PROCEEDINGS

    None.

ITEM 2. CHANGES IN SECURITIES

    (a) None.

    (b) None.

    (c) On September 20, 2000, the Company acquired all of the capital stock of
Core Ventures Limited, a corporation organized under the laws of the British
Virgin Islands ("Core"). The Company paid the purchase price by issuing to the
stockholders of Core an aggregate of 3,600,000 shares (the "Shares") of the
Company's Common Stock. The Company issued the Shares in reliance upon the
exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended (the "Securities Act").

    (d) None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    None.

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

    None.

ITEM 5. OTHER INFORMATION

    On October 12, 2000, the Company changed its name from Internet Holdings,
Inc. to HTTP Technology, Inc. This change was approved by the stockholders of
the Company at the Company's Annual Meeting held on October 10, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

<TABLE>
<CAPTION>
       EXHIBIT
---------------------
<S>                     <C>
10.1                    Stock Purchase Agreement by and between Internet Holdings,
                        Inc. and Troy, Ltd. dated September 7, 2000 (1)
</TABLE>

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

(1) Incorporated herein by reference to the Company's Current Report on Form
    8-K, filed September 27, 2000.

    (b) Reports on Form 8-K

        Current Report on Form 8-K, filed August 18, 2000, announcing the
        appointment of Charles Schwab, Jr. to the Board of Directors.

        Current Report on Form 8-K, filed September 27, 2000, announcing the
        acquisition of all of the capital stock of Core Ventures, Ltd.

                                       6
<PAGE>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
       AS OF AND FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2000

<TABLE>
<S>                                                           <C>
Consolidated Balance Sheets as of September 30, 2000
  (Unaudited) and December 31, 1999 (Audited)...............     F-2

Consolidated Statements of Operations for the three months
  ended September 30, 2000 (Unaudited), and the nine months
  ended September 30, 2000 (Unaudited),.....................     F-3

Consolidated Statement of Cash Flows for the nine months
  ended September 30, 2000 (Unaudited)......................     F-4

Notes to Consolidated Financial Statements..................     F-5
</TABLE>

                                      F-1
<PAGE>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2000            1999
                                                              -------------   ------------
                                                               (UNAUDITED)     (AUDITED)
<S>                                                           <C>             <C>
                           ASSETS

CURRENT ASSETS:
  Cash and cash equivalents.................................   $ 1,025,387     $  506,149
  Accounts receivable.......................................       179,127             --
  Other receivables.........................................     9,479,199          1,474
  Prepaid expenses..........................................       523,834      1,580,055
  Unbilled services.........................................        32,796             --
                                                               -----------     ----------

      Total current assets..................................    11,240,343      2,087,678

FIXED ASSETS, at cost, net of accumulated depreciation of
  $46,404...................................................       333,076             --

INVESTMENTS.................................................    13,730,250        666,406

GOODWILL....................................................    10,620,242             --

SECURITY DEPOSITS...........................................       217,126             --

MINORITY INTEREST...........................................        17,372             --
                                                               -----------     ----------

                                                               $36,158,409     $2,754,084
                                                               ===========     ==========
                      LIABILITIES AND
                    STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable..........................................   $   363,852     $       --
  Accrued expenses..........................................       210,388         85,591
                                                               -----------     ----------

      Total current liabilities.............................       574,240         85,591

CONVERTIBLE NOTE............................................            --         50,000
                                                               -----------     ----------

      Total liabilities.....................................       574,240        135,591
                                                               -----------     ----------

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 41,113,146 and 22,718,940 shares issued and
    outstanding, respectively...............................        41,112         22,718
  Additional paid-in capital................................    40,918,070      2,626,003
  Stock subscription receivable.............................    (1,000,000)            --
  Accumulated other comprehensive loss......................       (73,918)            --
  Accumulated deficit.......................................    (4,301,095)       (30,228)
                                                               -----------     ----------

      Total stockholders' equity............................    35,584,169      2,618,493
                                                               -----------     ----------
                                                               $36,158,409     $2,754,084
                                                               ===========     ==========
</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
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 NINE MONTHS          THREE MONTHS
                                                                    ENDED                ENDED
                                                              SEPTEMBER 30, 2000   SEPTEMBER 30, 2000
                                                              ------------------   ------------------
<S>                                                           <C>                  <C>
REVENUES....................................................      $   224,545          $    20,667

EXPENSES:
    Selling, general and administrative charges.............        3,535,269            1,797,025
    Expensed software development costs written off.........          421,469              421,469
    Amortization of goodwill................................          965,476              585,801
                                                                  -----------          -----------
                                                                    4,922,214            2,804,295

    Operating loss..........................................       (4,697,669)          (2,783,628)

OTHER INCOME:
    Interest and other income...............................          102,038               25,104
    Net foreign exchange gains..............................          130,177               40,557
                                                                  -----------          -----------
                                                                      232,215               65,661

Net loss before minority loss...............................       (4,465,454)          (2,717,967)

MINORITY INTEREST...........................................           64,191               71,369
                                                                  -----------          -----------
    Net loss................................................      $(4,401,263)         $(2,646,598)
                                                                  ===========          ===========

PER SHARE DATA:
    Basic and diluted loss per share........................      $     (0.13)         $     (0.07)
                                                                  ===========          ===========

    Weighted average number of common shares outstanding....       34,555,962           37,921,125
                                                                  ===========          ===========
</TABLE>

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

                                      F-3
<PAGE>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 NINE MONTHS
                                                                    ENDED
                                                              SEPTEMBER 30, 2000
                                                              ------------------
<S>                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................      $(4,401,263)
Adjustments to reconcile net loss to net cash used in
  operating activities
  Depreciation..............................................           46,404
  Expensed software development costs written off...........          421,469
  Amortization of goodwill..................................          965,476
  Non-cash consulting expenses..............................        1,039,208
  Minority Interest.........................................          (64,191)
Changes in operating assets and liabilities, net of effects
  from acquisitions of businesses
  Decrease in accounts receivable...........................          201,624
  Increase in other receivables.............................         (109,495)
  Decrease in prepaid expenses..............................           17,013
  Increase in unbilled services.............................            2,055
  Increase in security deposits.............................         (217,126)
  Increase in accounts payable..............................           56,240
  Increase in accrued expenses..............................          124,797
                                                                  -----------

    Net cash used in operating activities...................       (1,917,789)
                                                                  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets....................................         (334,286)
Capitalized software development............................           37,960
Purchase of investments.....................................       (2,242,109)
                                                                  -----------

    Net cash used in investing activities...................       (2,538,435)
                                                                  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of option..........................................          130,396
Shares issued for cash......................................        4,918,984
                                                                  -----------

    Net cash provided by financing activities...............        5,049,380
                                                                  -----------

Effect of exchange rates on cash and cash equivalents.......          (73,918)

NET INCREASE IN CASH AND CASH EQUIVALENTS...................      $   519,238
                                                                  -----------

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD................          506,149
                                                                  -----------
CASH & CASH EQUIVALENTS, END OF PERIOD......................      $ 1,025,387
                                                                  ===========

Cash paid for Income Taxes..................................      $     8,000

NON CASH FINANCING ACTIVITIES
Issuance of shares for acquisition..........................      $32,335,461
Issuance of shares for convertible loan note................           50,000
Common stock subscribed.....................................        1,000,000
Stock issuance costs paid in warrants.......................        4,428,000
</TABLE>

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

                                      F-4
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) RESTATEMENT OF PREVIOUSLY REPORTED RESULTS

    HTTP Technology, Inc's (formerly Internet Holdings, Inc.) previously filed
Form 10-QSB report dated November 16, 2000 for the quarter ended September 30,
2000 is hereby amended and restated in its entirety. The amendment and
restatement is necessary to reflect:

        1. The accounting treatment for the issuance of stock to a service
    provider in December 1999, which is described in more detail in Footnote 1
    to the consolidated financial statements included in the Company's Form
    10-KSB/A-1 filed on April 17, 2001,

        2. The accounting treatment of shares issued to a service provider in
    connection with the issuance of shares to a third party. See footnote 1 of
    the unaudited consolidated financial statements included in the Company's
    Form 10-QSB/A-1 for the quarter ended March 31, 2000 filed on May 15, 2001
    for more details.

        3. The valuation of common shares issued in conjunction with the
    acquisition of HTTP Software. These were originally valued based on
    management's best estimate of fair value which included a 25% discount from
    the market price due to lack of marketability. EITF 99-12 requires that the
    shares be recorded based on the market price of the securities over a
    reasonable period of time before and after the two companies have reached
    agreement on the purchase price and the proposed transaction is announced.
    The application of EITF 99-12 results in a revision of the price per share
    from $4.10 to $5.00. As a result of this adjustment, as of September 30,
    2000, the purchase price for HTTP Software was revised from $10,093,482 to
    $12,248,267.

        4. To reflect the issuance of common stock related to the purchase of
    Core Ventures during the quarter. The shares issued in conjunction with the
    acquisition were recorded based on the guarantee provided under the
    transaction. EITF 99-12 requires that the shares be recorded based on the
    market price of the securities over a reasonable period of time before and
    after the two companies have reached agreement on the purchase price and the
    proposed transaction is announced. The application of EITF 99-12 results in
    a revision of the price per share from $6.94 to $5.66 and a decrease in the
    aggregate purchase price of $4,635,569.

    As a result of these adjustments, as of September 30, 2000, total assets
were revised from $38,219,067 to $36,158,409, total stockholders' equity was
revised from $38,644,013 to $35,584,169, total operating loss was revised from
$2,311,243 to $2,783,628 for the three-month period ended September 30, 2000 and
from $3,457,449 to $4,697,669 for the nine-month period ended September 30,
2000, net loss was revised from $2,174,212 to $2,646,598 for the three-month
period ended September 30, 2000 and $3,161,043 to $4,401,263 for the nine-month
period ended September 30, 2000 and the basic/ diluted loss per share was
revised from $0.06 to $0.07 for the three-month period ended September 30, 2000
and from $0.09 to $0.13 for the nine-month period ended September 30, 2000.

(2) BASIS OF PRESENTATION

    The results of operations presented for the nine months and quarter ended
September 30, 2000, are not necessarily indicative of the results to be expected
for any other interim period or any future fiscal year.

                                      F-5
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) SIGNIFICANT ACCOUNTING POLICIES

    PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of HTTP
Technology, Inc. and its subsidiaries in which it has a controlling interest.
Subsidiaries acquired are consolidated from the date of acquisition. All
inter-company accounts and transactions have been eliminated in consolidation.

    CASH AND CASH EQUIVALENTS

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

    INVESTMENTS

    Investments consist of equity ownership in various corporations. The Company
records these investments at historical cost, subject to any provision for
impairment.

    PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost. Depreciation is calculated on the
various asset classes over their estimated useful lives, which range from two to
seven years, except leasehold improvements which are depreciated over their
lease term. Expenditures for maintenance and repairs are charged against
operations as incurred.

    EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED

    Excess of purchase price over net assets acquired ("goodwill") represents
the excess of acquisition purchase price over the fair value of the net assets
acquired. To the extent possible, a portion of the excess purchase price is
assigned to identifiable intangible assets. Goodwill is being amortized on a
straight-line basis over five years.

    The balance of goodwill, net of amortization, at September 30, 2000, was
approximately $10,620,000. The Company anticipates that the final allocation may
result in the write-off of certain in-process research and development costs.
Any other changes to the preliminary estimates will be reflected as an
adjustment to goodwill and other identifiable tangible and intangible assets.

    IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

    The Company evaluates the carrying value of long-lived assets, including
identifiable intangibles and goodwill, for impairment when events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is assessed by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Fair value is
generally determined based on discounted cash flows.

                                      F-6
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    REVENUE RECOGNITION

    Revenue is recognized as services are performed, in accordance with the
terms of the contractual arrangement, where persuasive evidence of an
arrangement exists, the fee is fixed and determinable and collection is
reasonably assured.

    The Company's principal revenues relate to software product consulting and
support services.

    RESEARCH AND DEVELOPMENT

    Costs incurred in connection with the development of software products that
are intended for sale are accounted for in accordance with Statement of
Financial Accounting Standards No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased, or Otherwise Marketed". Costs incurred prior to
technological feasibility being established for the product are expensed as
incurred. Technological feasibility is established upon completion of a detailed
program design or, in its absence, completion of a working model. Thereafter,
all software production costs are capitalized and subsequently reported at the
lower of unamortized cost or net realizable value. Capitalized costs are
amortized based on current and future revenue for each product with an annual
minimum equal to the straight-line amortization over the remaining estimated
economic life of the product. Amortization commences when the product is
available for general release to customers.

    During the quarter, approximately $1,051,000 of software development costs
were written off, of which $421,000 was associated with software development
costs capitalized from the acquisition of Software and $630,000 was associated
with software development costs capitalized since the acquisition of Software,
based on the Company's assessment of the net realizable value of the products
with which these costs were associated. The write off of software development
costs capitalized since the acquisition of Software are accounted for within the
related selling, general and administrative costs captions associated with the
development of the software products. The software development costs were
written off because the Company altered the strategic direction of Software to
focus its resources on other projects, particularly the development of other
software associated with a potential acquisition. Therefore, the software
development costs written off were written down to an assessed net realizable
value of zero.

    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 fined exercise price the intrinsic value measured
at the grant date is 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 is the
earlier of either of the following:

    - The date at which a commitment for performance is reached (a performance
      commitment) or

    - The date at which the counter party's performance is complete.

                                      F-7
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) ACQUISITION AGREEMENTS

    On March 3, 2000, the Company offered to acquire HTTP Software Plc (formerly
Radical Technology Plc "RadTech"). In connection therewith, it is expected that
the Company will issue 2,563,428 shares of common stock, then constituting
approximately 7.7% of the Company's outstanding shares, to the stockholders of
RadTech in order to acquire 100% of the issued capital stock of RadTech. On
April 21, 2000 (the "first closing"), the Company began to issue shares to
acquire RadTech. RadTech's financials are consolidated from the first closing
date. As of September 30, 2000, the Company acquired 92% of the outstanding
shares of RadTech for 2,355,948 shares of the Company's stock at an estimated
average price per share of $5.00, resulting a total purchase price for Radical
Technology Plc of approximately $12,248,000. 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 dates of the acquisitions. The excess of the purchase price over the fair
value of the assets acquired and liabilities assumed of approximately
$11,586,000 has been assigned to goodwill at the date of acquisition. The
allocation of purchase price has been based on preliminary estimates. The
Company anticipates that the final allocation may result in the write off of
certain in-process research and development costs. Any other changes to the
preliminary estimates will be reflected as an adjustment to goodwill and to
other identifiable intangibles. Results of operations have been included in the
accompanying consolidated financial statements since the date of acquisition.

    On March 24, 2000 the Company entered into an agreement to acquire Core
Ventures Limited ("Core"), a British Virgin Island venture capital company. The
Company completed this transaction on September 20, 2000. Under the terms of the
agreement, the Company issued 3,600,000 shares of the Company's Common Stock of
which 3,040,000 were issued to Muca Group Ltd., for 100% of the outstanding
shares of Core. Dr. Alexander Nill, a director of the Company, is the sole
shareholder of Muca Group, Ltd. As part of the consideration for the issuance of
shares, Dr. Nill has guaranteed the value of Core, to be determined by an
independent appraisal on December 15, 2000, to be not less than $25 million. In
the event the net assets are lower than $25 million, Dr. Nill will pay the
difference in cash or marketable securities. The acquisition has been accounted
for using the purchase method of accounting and, accordingly, the assets
acquired have been recorded at their fair values as of the dates of the
acquisitions. The allocation of purchase price has been based on preliminary
estimates. Based on the preliminary estimate, the assets acquired are less than
the guaranteed value and as result a receivable of $9,368,229 has been reflected
in other receivables as of September 30, 2000. Upon the final allocation of the
purchase price, if a determination is made that the investment is impaired an
impairment write down will be recorded and will be offset by revenue from the
exercise of the guarantee.

    On October 5, 2000, the Company entered into an agreement to acquire 100% of
the outstanding stock of Ferman AG, a Swiss venture capital company ("Ferman")
in exchange for an aggregate of 5,100,000 shares of the Company's Common Stock.
The Company, having undertaken further due diligence, has determined that
conditions to closing have not been fulfilled, and accordingly, the Company has
decided not to proceed with the transaction. The Company never assumed
management control and no consideration was exchanged.

    The following unaudited pro forma consolidated statement of operations data
for the nine months and quarter ended September 30, 2000 give effect to the
acquisition of Core and RadTech, as if each of these acquisitions had occurred
on January 1, 2000 and July 1, 2000, respectively.

    All of the following unaudited pro forma consolidated results of operations
give effect to purchase accounting adjustments. These pro forma results have
been prepared for comparative purposes only

                                      F-8
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) ACQUISITION AGREEMENTS (CONTINUED)
and do not purport to be indicative of what operating results would have been
had the acquisitions actually taken place.

<TABLE>
<CAPTION>
                                                               NINE MONTHS      THREE MONTHS
                                                                  ENDED            ENDED
                                                              SEPTEMBER 30,    SEPTEMBER 30,
PRO FORMA:                                                         2000             2000
----------                                                    --------------   --------------
<S>                                                           <C>              <C>
Revenues....................................................   $   531,261      $   181,851

Net loss....................................................   $(5,470,032)     $(3,418,979)

Basic and diluted net loss per share........................   $     (0.14)     $     (0.09)

Weighted average shares outstanding.........................    39,123,402       39,123,402
</TABLE>

(5) INVESTMENTS

    On April 13, 2000 the Company purchased an 11% holding in Eurindia Plc, an
equity management company which seeks to invest in small to medium sized Indian
Information Technology services companies, for L400,000(approximately $636,800).
This has been reflected at cost in the accompanying consolidated balance sheet.

    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-consumer markets in Germany, for DM2.5 million, (approximately
$1,211,000). This has been reflected at cost in the accompanying consolidated
balance sheet.

    On April 19, 2000 the Company purchased a 1% holding in Strategic
Intelligence PLC-Ltd, a market research company, for cash of 441,000 Singapore
dollars (approximately $262,000).

    On September 20, 2000, the Company acquired a less than 1% holding, plus
warrants to purchase further shares (3%) in Red Cube AG through the Company's
acquisition of Core Ventures. The Company valued this investment at
approximately $11,016,000, based on a recent rights issue by Red Cube AG, at 120
Swiss Francs, approximately $68, per share.

(6) OTHER RECEIVABLE

    Other receivable from a vendor in the amount of approximately $9,368,000
relates to a receivable from Dr. Alexander Nill (a former director of the
Company). In connection with the Company's acquisition of Core Ventures in
September 2000, Dr. Nill had guaranteed the fair value of certain assets of Core
Ventures. The receivable represents the fair value of 3,600,000 shares issued as
consideration for the acquisition ($20,364,000) less an estimated fair value of
the assets of Core Ventures, approximately $11,016,000.

(7) STOCKHOLDERS' EQUITY

    On January 24, 2000, Palamon (Gestion) S.A. exercised its loan note for
$50,000 for 400,000 shares. The purpose of the loan note was to enable the
Company to file all outstanding reports required by the Securities Exchange Act,
and to search for suitable acquisition candidates in the Internet related
fields.

    On January 28, 2000, the Company sold 10,000,000 shares of common stock at a
price of $0.50 per share pursuant to Regulation S. The Company has agreed to
register 25% of the shares under the

                                      F-9
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) STOCKHOLDERS' EQUITY (CONTINUED)
Securities Act of 1933, as amended. In consideration for underwriting the issue
in full, the underwriter received warrants to purchase up to 2,000,000 shares of
the Company's Common Stock at a price of $0.50 per share. These warrants had a
fair value of approximately $4,428,000 and have been reflected as an issuance
cost of the shares. On May 12, 2000, the underwriters exercised all the warrants
in exchange for a payable to the Company.

(8) COMPREHENSIVE INCOME

    As of September 30, 2000, and for the nine 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 $4,401,000 and $2,647,000 and foreign currency translation
adjustments of approximately $74,000 and $19,000, resulting in comprehensive
loss of approximately $4,475,000 and $2,666,000, respectively.

(9) NEW ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
This statement was amended by the issuance of SFAS 137 and SFAS 138, which is
effective for the Company beginning January 1, 2001 and requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if so, the type of hedge
transaction. Management of the Company anticipates that the adoption of SFAS 133
will not have a material impact on the Company's financial position or its
results of operations.

    In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial
Statements," which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101 is effective for the
Company's fourth quarter of 2000. The Company does not expect the implementation
of SAB 101 to have a material effect on its financial position or results of
operations.

(10) SUBSEQUENT EVENTS

    On October 10, 2000 the Company held a stockholders meeting whereby the
Company's Combined Incentive and Nonqualified Stock Option Plan was approved by
the stockholders. The stockholders also approved the change of the Company's
name to HTTP Technology, Inc.

                                      F-10
<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.

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

                                                       By:          /s/ STEFAN ALLESCH-TAYLOR
                                                            -----------------------------------------
                                                                      Stefan Allesch-Taylor
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                                       By:             /s/ JASON E. FORSYTH
                                                            -----------------------------------------
                                                                         Jason E. Forsyth
                                                                     CHIEF FINANCIAL OFFICER
</TABLE>

Date: June 4, 2001