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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB



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(XBOX) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(BOX) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2001

Commission file number: 023892

RAINWIRE PARTNERS, INC.

(Exact Name of Registrant as specified in its Charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|DELAWARE
(State or other jurisdiction of
incorporation or organization) |  | 57-0941152
(I.R.S. Employer Identification Number)

2020 Federal Road
Roswell, Georgia 30075
(Address of principal executive offices of Incorporation or organization and zip code)

Issuers telephone number:
(770) 643-9094
(Registrants telephone number, including area code)

|                                                               |  |                 
|-------------------------------------------------------------- |  | ----------------
|Securities registered under Section 12(b) of the Exchange Act: |  | None.           
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |  |                 
|                                                              
|                                                              
|                                                              
|                                                              
|Securities registered under Section 12(g) of the Exchange Act: |  |                 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |  |                 
|                                                              
|                                                              
|                                                              
|                                                              
|Common Stock, par value                                        |  | $0.001 per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and 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 last 90 days.

|          |  |          
|--------- |  | ---------
|YES (BOX) |  | NO (XBOX)





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At December 31, 2001, 9,909,886 shares of the Registrants Common Stock
were issued outstanding and the estimated aggregate market value of the
Registrants outstanding common stock held by nonaffiliates of the Registrant
was approximately $292,224.

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. (BOX)





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TABLE OF CONTENTS



|                                                          |                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |  |  | 
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                   
|                                                          | I.         Description of Business.                                                                                                                                                                                                                                                                                                      
|                                                          | II.       Description of Property.                                                                                                                                                                                                                                                                                                       
|                                                          | III.     Legal Proceedings.                                                                                                                                                                                                                                                                                                              
|                                                          | IV.        Submission of Matters to a Vote of Security Holders.                                                                                                                                                                                                                                                                          
|PART II                                                  
|                                                          | V.          Market For Registrants Common Equity And Related Stockholder Matters.                                                                                                                                                                                                                                                       
|                                                          | VI.       Managements Discussion And Analysis Of Financial Condition And Results Of Operations.                                                                                                                                                                                                                                         
|                                                          | VII.     Financial Statements.                                                                                                                                                                                                                                                                                                           
|                                                          | VIII.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                                                                                                                                                                                                                                            
|PART III                                                 
|                                                          | IX.        Directors And Executive Officers Of The Company.                                                                                                                                                                                                                                                                              
|                                                          | X.          Executive Compensation.                                                                                                                                                                                                                                                                                                      
|                                                          | XI.        Security Ownership Of Certain Beneficial Owner And Management.                                                                                                                                                                                                                                                                
|                                                          | XII.      Certain Relationships And Related Transactions.                                                                                                                                                                                                                                                                                
|                                                          | XIII.   Exhibits and Reports on Form 8-K.                                                                                                                                                                                                                                                                                                
|SIGNATURES                                               
|INDEPENDENT AUDITORS REPORT                             
|CONSOLIDATED BALANCE SHEET                               
|CONSOLIDATED STATEMENTS OF OPERATIONS                    
|CONSOLIDATED STATEMENT OF CHANGES IS SHAREHOLDERS EQUITY
|CONSOLIDATED STATEMENTS OF CASH FLOWS                    
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               
|                                                          | Goodwill was recorded in 1999 in connection with the acquisition of i20, Inc. by RPIG. It was being amortized over a 10 year period. During late 2000 this asset became impaired and was written off as of December 31, 2000, due to the discontinued operations of the business. Amortization expense for goodwill for 2000 was $25,143.
|SUBSIDIARIES OF RAINWIRE                                 
|CONSENT OF BRAVERMAN & COMPANY, P.C.                     



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PART I




I.         Description of Business.



| | A. |  | Recent Developments
| | -- |  | -------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In February, 2001, Rainwire Partners, Inc. (Rainwire or the
Company) and Oasis Group, Inc., a Georgia corporation (Oasis), began
discussions concerning the use of Rainwire as a reverse merger vehicle to
position Oasis in the public market. These initial discussions did not
result in any agreements. After exploring similar agreements with other
parties, the Company re-entered discussions with Oasis in July, 2001.



| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On August 29, 2001, Rainwire and Oasis completed negotiations and
the Share Exchange Agreement was signed. It is a non-binding agreement
subject to the completion of due diligence and exchange of Schedules
outlined in the Share Exchange Agreement.                                                                                                                                                            
|
| | Upon execution of the Share Exchange Agreement, Walter H. Elliott,
the President and a director of the Company resigned, and Ronald A. Potts
was elected to the Board of Directors of the Company and was appointed
President and Chief Executive Officer of the Company. Additionally, Mike
McLaughlin and John Hill were elected to the Board of Directors and Peggy
Evans was appointed Chief Financial Officer.
|
| | Furthermore, upon execution of the Share Exchange Agreement, the
Company issued 12,000,000 shares of its common stock to Osprey
Investments, LLC (of which Lyne Marchessault is the sole member) in
satisfaction of loans in the principal amount of $60,000.                                                                                                                                                      
|
| | On November 12, 2001, at the advice of corporate legal counsel,
Ronald A. Potts resigned as President, Chief Executive Officer, and
Chairman of the Board and as a director of Rainwire. In addition, Lyne
Marchessault resigned as Secretary and a director of Oasis and John Hill
and Michael Mc Laughlin resigned as directors of Oasis.                                                                        
|
| | On December 19, 2001, the Board of Directors of Rainwire and Oasis
approved an amended Share Exchange Agreement (the Amended Share Exchange
Agreement), which was executed by the parties.                                                                                                                                                                                                                       
|
| | The Company filed a Registration Statement/Information
Statement/Proxy Statement on Form S-4 on January 14, 2002 (the
Registration Statement), to inform the remaining shareholders of the
majoritys decision, and for the shareholders of Oasis to vote on the
transaction The Company is currently responding to comments from the
Securities and Exchange Commission regarding the Registration Statement.   



| | B. |  | Business Development.
| | -- |  | ---------------------



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company was incorporated on May 10, 1991 in Delaware for the
purpose of consolidating the operations of Azimuth, Inc. (a fully
accredited AIHA Industrial Hygiene Laboratory for testing asbestos,
metals and organic vapors) and certain of its





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| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | former environmental products businesses and acquiring the assets of
four general partnerships which were then leasing real estate and
laboratory and other equipment to Azimuth and the products businesses.
The Company formerly had three operating subsidiaries: Trico
Environmetrics, Inc. (Trico), Envirometrics Products Company (EPC)
and Azimuth, Inc.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In 1996, the Company entered into a Turnaround phase, and all of
the Companys former operations were divested by the year 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | During the course of the Companys Turnaround phase, the Company
explored alternative plans for growth that included the identification of
companies in other markets which had greater growth potential than the
Environmental, Health and Safety Market. In September, 1999, the Company
was introduced to The Catapult Group, Inc., a Georgia corporation
(Catapult), which was an Internet integration firm offering intelligent
end-to-end e-business solutions to large and middle-market organizations.
In February 2000, the Company and Catapult reached terms that each felt
were fair to the parties and entered into a non-binding agreement whereby
Rainwire would acquire Catapult, which became binding on March 8, 2000.                                                                                                                                      
|
| | Prior to the closing of the Catapult Exchange Agreement, on July 26,
2000, Registrant effected a 10:1 reverse split of its outstanding common
stock, issued 5,555,064 shares of its common stock to purchase all of the
outstanding common stock of Catapult, changed its name to The Catapult
Group, Inc. and increased its authorized shares from Ten Million
(10,000,000) to Twenty Million (20,000,000). An amendment to
Registrants Certificate of Incorporation reflecting such changes was
filed with the Secretary of State of Delaware on July 26, 2000. Upon
completion of the Catapult Exchange Agreement, Catapult became a wholly
owned subsidiary of the Company and the shareholders of Catapult became
owners of approximately 90% of the outstanding shares of Common Stock of
the Company. The Company subsequently changed its name to Rainwire
Partners, Inc.
|
| | On December 31, 2000, management adopted a plan to discontinue the
operations of the Company and to liquidate its assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



| | C. |  | Business of Issuer.
| | -- |  | -------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Upon completion of the Share Exchange with The Catapult Group, Inc.,
Rainwires business became that of an Internet integration firm offering
intelligent end-to-end e-business solutions to large and middle-market
organizations. Rainwires e-business operations were unsuccessful, and
as a result of the incurring of significant losses, Rainwire adopted a
plan to discontinue the operations of the Company and to liquidate its
assets as of December 31, 2000. Additionally, as of that date, Rainwire
began to explore alternative plans for growth, which included the
identification of companies in markets that had greater growth potential
than the market for e-business solutions.

2



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| |                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | After exploring a number of options for acquisition or merger, on
August 29, 2001, Rainwire entered into a Share Exchange Agreement with
Oasis, which was amended on December 19, 2001. Upon completion of the
Share Exchange, Rainwires business will consist of the business plan of
Oasis, which includes the acquiring, owning and developing of parcels of
undeveloped property.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the event that the Share Exchange, and its included transactions,
is not completed, the future of Rainwire is in serious doubt. Given our
current financial position we are unable to effectively continue to
operate our present business for any extended period into the future.
In the absence of our closing the Share Exchange, it is most likely that
we will be forced effect a liquidation of Rainwire within the next three
months. In the judgment of the Board of Directors, the result of such a
liquidation, whether or not voluntary, would result in less value to
shareholders than completion of the Share Exchange and its included
transactions due to the opportunities that such transactions present to
our shareholders and to Rainwire.



| | D. |  | Employees.
| | -- |  | ----------



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | Presently, the Company has two fulltime employees in addition to
executive officers. The Company had two employees at December 31, 2001.




II.       Description of Property.

The Company presently has no office facilities but for the time being will
use as its business address the office of Ms. Evans, our Chief Financial
Officer, on a rent free basis, until such time as our business operations may
require more extensive facilities and we have the financial ability to rent
commercial office space. There is presently no formal agreement for the use of
theses facilities, and we can make no assurance that these facilities will be
available to us on this basis for any specific length of time.




III.     Legal Proceedings.

The Company is involved with several legal actions, principally as
defendant. These actions involve outstanding liabilities of the Company
including those of subsidiaries. Following are four such actions.

On or about February 13, 2001, a complaint was filed in Miller v.
Envirometrics, Inc. (Case No. 01-CP-10-562) in the
Common Pleas Court of Charleston County alleging that
Azimuth Laboratory, Inc., a subsidiary of Envirometrics, violated
provisions of its lease, damaged the leasehold, and abandoned
hazardous waste on the site. Miller seeks recovery in excess of One
Hundred Thirty Thousand and 00/100 ($130,000.00) Dollars. The parties
are in serious settlement negotiations.

On or about September 27, 2001, we filed a complaint in Rainwire Partners,
Inc. v. Risk Technologies and Richard Bennett (Case
No. 01-CP-10-3749) in the
Common Pleas Court of Charleston County. The suit seeks collection of sums
owed Rainwire pursuant to a Promissory Note in the amount of Twenty
Thousand Three Hundred Seventy-Five and 84/100 ($20,375.84) Dollars
plus interest. Defendants filed a counterclaim, asserting an
assignment valued at Twenty-One Thousand Three Hundred and 00/100
($21,300.00) Dollars from Shakespeare Partners, L.P. for shares of
stock and monies due Shakespeare.

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On
or about October 2, 2001, a complaint was filed in Courtyards on
King, LLC v.
Rainwire (Case No. 01-CP-10-3826) in the Common Pleas Court of
Charleston County for violation of a lease seeking an unspecified
sum. Rainwire filed a Counterclaim for damages against both
Courtyards and Christopher Price, its agent, for Conversion of
Properties belonging to Rainwire Partners, Inc.




IV.        Submission of Matters to a Vote of Security Holders.

On December 20, 2001, the Share Exchange Agreement and related documents
were approved by the written consent of a majority of the shareholders of
Rainwire representing 3,712,811 shares of the issued and outstanding common
stock and all of the issued and outstanding shares of Series D Preferred stock.

No other matters were submitted to our security holders for a vote during
the fiscal year ending December 31, 2000.




PART II




V.          Market For Registrants Common Equity And Related Stockholder Matters.



| | A. |  | Market information.
| | -- |  | -------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 14, 2001, our common stock was delisted from the OTC
Bulletin Board and until January, 2002, the our common stock was traded
on the pink sheets. Beginning on January 21, 2002, the Registrants
common stock was listed on the OTC Bulletin Board under the symbol
RNWR. On May 2, 2002, the last sale price of a share of the Companys common
stock on the OTC Bulletin Board was $0.02.
|
| | The following table sets forth the high and low bid prices for the
Common Stock as reported in the trading media and for the periods
reflected above for each fiscal quarter commencing January, 2000 through
March, 2002. The quotations listed below reflect interdealer prices,
without retail markup, markdown or commissions and do not necessarily
represent actual transactions.              

|     |                |  |      |       |     |  |   |      | 
|---- | -------------- |  | ---- | ----- | --- |  | - | ---- | 
|     |                |  | High |       | Low
|     |                |  |      |       |    
|2000 |                |  |      |       |     |  |   |     
|    
|    
|    
|    
|     | First Quarter  |  | $    | 0.35  |     |  | $ | 0.08 | 
|    
|    
|    
|    
|     | Second Quarter |  |      | 0.375 |     |  |   | 0.06 | 
|    
|    
|    
|    
|     | Third Quarter* |  |      | 4.25  |     |  |   | 2.00 | 
|    
|    
|    
|    
|     | Fourth Quarter |  |      | 2.50  |     |  |   | 0.50 | 

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|     |                |  |      |      |     |  |  |      | 
|---- | -------------- |  | ---- | ---- | --- |  |  | ---- | 
|     |                |  | High |      | Low
|     |                |  |      |      |    
|    
|    
|    
|    
|2001 |                |  |      |      |     |  |  |     
|    
|    
|    
|    
|     | First Quarter  |  |      | 0.22 |     |  |  | 0.08 | 
|    
|    
|    
|    
|     | Second Quarter |  |      | 0.07 |     |  |  | 0.01 | 
|    
|    
|    
|    
|     | Third Quarter  |  |      | 0.15 |     |  |  | 0.01 | 
|    
|    
|    
|    
|     | Fourth Quarter |  |      | 0.16 |     |  |  | 0.05 | 
|    
|    
|    
|    
|2002 |                |  |      |      |     |  |  |     
|    
|    
|    
|    
|     | First Quarter  |  |      | 0.08 |     |  |  | 0.05 | 



| |  |  | The common stock of the Company was consolidated 10 for 1 in July,
2000.
| | - |  | ------------------------------------------------------------------------



| | B. |  | Holders.
| | -- |  | --------



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 31, 2001 there were approximately 103 shareholders of
record the Companys common stock, based on information provided by the
Companys transfer agent. This number may not include individuals whose
shares are held in street names.



| | C. |  | Dividends.
| | -- |  | ----------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company has never paid dividends on its Common Stock and does
not anticipate that it will do so in the foreseeable future. For the
foreseeable future any future earnings or funds otherwise available, if
any, for the payment of dividends will be used to pay dividends on the
outstanding Preferred Stock or for reinvestment in the Companys
business. Any future determination to pay cash dividends on the Common
Stock will be at the discretion of the Board of Directors and will
reflect such other factors (including contractual requirements) as the
Board of Directors deem relevant.



| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of December 31, 2001, there were 24,959 shares of Series C
preferred stock issued and outstanding, and 500,000 shares of Series D
preferred Stock issued and outstanding.



| | D. |  | Recent Sales of Unregistered Securities.
| | -- |  | ----------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In April, 2000, the Registrant issued 6250 shares of its common
stock to Curtis Bostic in settlement of a prior accounts payable for
legal services in the amount of $625; 6250 shares of its common stock to
Thaddeus Vincent in settlement of a prior accounts payable for legal
services in the amount of $625; and 173,780 shares of its common stock to
Michael McGhee in settlement of a prior accounts payable for legal
services in the amount of $17,378, or at a price of $0.10 per share.
These shares were sold pursuant to Section 4(2) of the Securities Act and
have been marked restricted.



| |                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In July, 2000, the Registrant issued an aggregate of 5,555,064
shares of its common stock to the shareholders of The Catapult Group,
Inc. in exchange for all of the outstanding common shares of The Catapult
Group, Inc. These Shares were sold pursuant to Section 4(2) of the
Securities Act and have been marked restricted.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In September, 2000, the Registrant issued 300,000 shares of its
common stock to Ronald A. Potts for cash consideration in the amount of
$233,333; 300,000 shares of its common stock to Jake Cantrell for cash
consideration in the amount of $233,333; 250,000 shares of its common
stock to Sheila Tallent for cash consideration in the amount of $194,444;
and 50,000 shares of its common stock to Nancy Edwards for cash
consideration in the amount of $38,889, or at a price of $0.78 per share.
All four individuals were accredited investors, and these shares were
sold pursuant to Section 4(2) of the Securities Act and have been marked
restricted.



| |                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In September, 2000, the Registrant issued an aggregate of 120,000
shares of its common stock in settlement of a note payable to Structured
Data in the principal amount of $150,000, or at a price of $1.25 per
share. These shares were sold pursuant to Section 4(2) of the Securities
Act and have been marked restricted.    
|
| | In August, 2001, the Registrant issued 12,000,000 shares of its
common stock in settlement of loans with Osprey Investments, LLC in the
principal amount of $60,000 or at a price of $0.005 per share. These
shares were sold pursuant to Section 4(2) of the Securities Act and have
been marked restricted.                    
|
| | In August, 2001, the Registrant issued 100,000 shares of its common
stock to Curtis Bostic, Esq. for legal services provided and to be
provided to the Registrant. The services were valued at $2,500 or $0.025
per share. These shares were sold pursuant to Section 4(2) of the
Securities Act and have been marked restricted.
|
| | In September, 2001, the Registrant issued 200,000 shares of its
common stock to Thomas Smith in exchange for $10,000 or at a price of
$0.05 per share. The individual was an accredited investor, and these
shares were sold pursuant to Section 4(2) of the Securities Act and have
been marked restricted.                     
|
| | In October, 2001, the Registrant issued 500,000 shares of its Series
D Convertible Preferred Stock to Osprey Investments, LLC in exchange for
10,000,000 shares of the Registrants common stock. These shares were
sold pursuant to Section 4(2) of the Securities Act and have been marked
restricted.                         



| | E. |  | Series D Convertible Preferred Stock (Series D)
| | -- |  | -------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our Amended and Restated Certificate of Incorporation authorizes
2,500,000 shares of preferred stock and provides that the Board of
Directors may, by resolution, fix the rights and limitations of our
preferred stock. The Board of Directors had previously utilized this
authority to authorize 70,000 shares of Series A Preferred Stock, 208,640
shares of Series B Preferred Stock and 74,878 shares of Series C
Preferred Stock.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On October 15, 2001, our Board of Directors approved the creation,
authorized the issuance, and fixed the designation of 500,000 share of
Series D Convertible Preferred Stock. On October 15, 2001, our Board of
Directors further approved the exchange of 500,000 shares of our Series D
Convertible Preferred Stock for 10,000,000 of our common stock owned by
Osprey Investments, LLC. Ms. Marchessault abstained from the latter
director vote. On or about October 26, 2001, we filed a Certificate of

6



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| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Designation of Series D Convertible Preferred Stock with the
Delaware Division of Corporations. Described below is a summary of the
terms of the Series D Convertible Preferred Stock.



| |               
| | --------------
| | Convertibility



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Series D is immediately convertible at the option of the holder
into Ten Million (10,000,000) shares of the common stock of the Company.
If the Company shall fail to pay a dividend to the holders of the Series
D for two consecutive quarters, the Series D shall be convertible into
fifty million (50,000,000) shares of the common stock of the Company so
long as such dividends remain unpaid. As of the date of the filing of
this Annual Report, the Company has failed to pay a dividend for two
consecutive quarters and the conversion feature has been triggered,
although the holder has not converted the preferred stock. As of the
date of the filing of this Annual Report, the Company does not have a
sufficient number of authorized but unissued shares available to
effect such a conversion.
|
| | Redemption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | The Company may redeem the Series D, in whole or in part, at any
time, at a redemption price equal to the sum of any accrued but unpaid
dividends and $1.00 per share redeemed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | The holders of the Series D shall be entitled to receive a
cumulative dividend at a rate of twelve percent (12%) per annum out of
any assets of the Company legally available therefore, when, if and as
declared by our Board of Directors. Dividends on Series D shall be
payable on a quarterly basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Liquidation Preference                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | If the Company were dissolved or liquidated, voluntarily or
involuntarily, the holders of the Series D would be entitled to receive,
prior and in preference to any distribution of our assets to the holders
of any of our other equity securities, other than our Series C
Convertible Preferred Stock, an amount equal to $1.00 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Voting Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | On all matters on which the holders of our common stock are entitled
to vote, each holder of Series D shall be entitled to ten (10) votes for
each share of Series D standing in his or her name on the books of the
Company. In addition, the holders of the Series D shall be entitled to
elect the majority of the Companys Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      




VI.       Managements Discussion And Analysis Of Financial Condition And Results Of Operations.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | This 10KSB contains certain forwardlooking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors
are cautioned that certain statements in this 10KSB are forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and involve known and unknown risks, uncertainties and
other

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | factors. Such uncertainties and risks include, among others,
certain risks associated with the closing of the Oasis transaction
described herein, government regulation, and general economic and
business conditions. Actual events, circumstances, effects and results
may be materially different from the results, performance or achievements
expressed or implied by the forwardlooking statements. Consequently,
the forwardlooking statements contained herein should not be regarded as
representations by the Company or any other person that the projected
outcomes can or will be achieved.



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and Notes thereto, appearing
elsewhere in this Form 10KSB.



| | A. |  | General Overview
| | -- |  | ----------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On July 26,2000 the former company, Environmetrics, Inc. exchanged
approximately ninety percent of newly issued restricted common stock for
all of the outstanding common stock of Catapult Group, Inc. On that date
the name was changed to Rainwire Partners, Inc. for both Catapult Group,
Inc. and the former company. As of the date of the exchange, the former
companys net assets were written down to a fair market value, as
required under generally accepted account principles. The previous
historical financial data of Catapult Group, Inc. was carried forward
since Catapult is considered the accounting acquirer; therefore the
following comments pertain to the historical financial statements of
Catapult Group, Inc. and i2o, Inc., including the net assets acquired as
mentioned above.



| | B. |  | Results of Operations.
| | -- |  | ----------------------



| |                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the year 2001 there were no reported revenues or cash flows from
the discontinued operations. There was no reported loss from operations
of discontinued business in 2001 compared to the loss of $1,494,798 in
the year 2000.



| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | The accounts receivable for the year 2001 was $0 significantly
reduced from the year 2000 accounts receivable of $199,235.



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | The net cash flows used by discontinued activities in 2001 was
$132,435 reduced from the year 2000 amount of $236,115.



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The cash at the end of the period in the year 2001 was reported in
the amount of $788 reduced from the year 2000 cash at the end of the
period in the amount of $2,043.

8



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##### Table of Contents





| | C. |  | Financial Condition.
| | -- |  | --------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The companys audit report for the year 2001 discloses a going
concern paragraph in reference to the companys concern for continuing
its existence in the future. This concern is highlighted by the fact
that the Company has a deficit since inception of approximately
$2,500,000. and a deficit in stockholders equity of approximately of
$1,100,342 and current liabilities of $998,222.



| |                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of August 29, 2001, the company is proposing to exchange stock
with Oasis Group, Inc., a privately held company. The company believes
that upon the definite closing of this exchange it will be able to better
insure its survival.



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Since December 31, 2000 the company closed its facilities,
terminated its employees and is pursuing the resolution of both
contingent assets and direct and contingent liabilities, which will
involve substantial legal costs. Oasis Group, Inc. has provided funding
for legal and operating expenses through loans to the company of
approximately $114,925 through December 31, 2001.



| | D. |  | Plan of Operations.
| | -- |  | -------------------



| |                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For the near term, the Company is in the process of completing its
merger with Oasis Group, Inc. It has had no operations since December
31,2000 and is financially dependent on its shareholders, related parties
and /or management, who have financed its existence to date.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Management of the Company believes it will be able to complete the
merger and be successful in its efforts to continue the Companys
existence. If the company is unsuccessful in completing the share
exchange with Oasis Group, Inc., the company anticipates ceasing all
activities and liquidating any and all remaining assets. In connection
with the share exchange the company has filed a Registration
Statement/Information Statement/Proxy Statement on Form S-4 on January
14, 2002 and is currently responding to comments to the Securities
Exchange Commission. We expect responding to comment in the second
quarter 2002 and completing the share exchange by the third quarter 2002.



| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | Upon completion of the share exchange, management anticipates moving
from the development stage to the operating by the third quarter of 2002.



| | E. |  | Certain Risk Factors.
| | -- |  | ---------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Rainwire Partners, Inc. has entered into a Plan and Agreement to
Exchange Stock by and among Rainwire, Oasis Group, Inc. and the
Shareholders of Oasis (the Oasis Share Exchange Agreement). As a
result of the Oasis Share Exchange Agreement, Oasis will become a
whollyowned subsidiary of Rainwire. Oasis faces various risks that may
prevent Oasis from implementing its business plan. If any of the
following risks actually occur, Oasis business, financial condition or
results of operations could be materially harmed. If Oasis business is
harmed, the trading price of Rainwires Common Stock could decline and
you could lose all or part of your investment.

9



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##### Table of Contents





| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Because of our lack of funds and past losses, our independent
accountants audit report states that there is substantial doubt about
our ability to continue as a going concern.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Rainwires independent certified public accountants have raised
substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is highly dependent upon obtaining
additional financing for our planned operations, and/or achieving
profitable operations. If we are unable to obtain additional financing
in sufficient amounts or on acceptable terms, our operating results and
prospects could be adversely affected and our business may fail.



| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | We currently have negative working capital, a deficit net worth and
substantial losses to date.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of December 31, 2001, the end of our most recent fiscal year, we
had incurred significant losses. In the event that the Share Exchange
with Oasis, and its included transactions, is not completed, the future
of Rainwire is in serious doubt. Given our current financial position
we are unable to effectively continue to operate our present business for
any extended period into the future. In the absence of our closing the
Share Exchange, it is most likely that we will be forced effect a
liquidation of Rainwire within the next three months. Accordingly, we
expect to continue incurring operating losses unless and until we are
able to derive meaningful revenues from Oasis anticipated operations.
There can be no assurance that Oasis anticipated operations will ever
produce profitable operations or that we will be able to continue to
obtain financing until Oasis is able to produce profitable operations.
Because of the substantial start-up costs that must be incurred by a new
company, we expect to incur significant operating losses during the
initial years of Oasis operations. No assurance can be given that the
future operations of Oasis will be successful.



| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | Current Rainwire shareholders will suffer immediate and substantial
dilution under terms of the Share Exchange Agreement.



| |                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under the terms of the Oasis Share Exchange Agreement, Rainwire will
effect a one-for-twenty reverse split of its current issued and
outstanding common stock and will issue approximately 16 million shares
of the Companys Common Stock to the shareholders of Oasis. As a result,
current shareholders of Rainwire will suffer substantial dilution.



| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In addition, under the terms of the Oasis Share Exchange Agreement,
Rainwire will amend its Certificate of Incorporation to increase its
authorized shares of Common Stock to One Hundred Million (100,000,000).
The Companys ability to issue additional shares of Common Stock after
the completion of the Oasis Share Exchange will subject current Rainwire
shareholders to additional dilution.



| |                                                                               
| | ------------------------------------------------------------------------------
| | Oasis is a development stage company and has no significant
operating history.



| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Oasis was founded on November 16, 1999, and its activities to date
have included the acquisition of real property and a residential mortgage
operation. As of the date of

10



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##### Table of Contents





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | this annual report, Oasis has not had any revenue producing
operations on which you can evaluate its potential for future success.
As a development stage company, Oasis is subject to all risks, expenses,
and uncertainties frequently encountered by new companies. Any
unanticipated expenses, problems, or difficulties may result in material
delays both in the completion of the Oasis Share Exchange and in
implementing Oasis business plan.



| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | We may be unable to raise additional funding to pursue our
strategies which may harm our business



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If the Share Exchange with Oasis Group, Inc. is completed, the
Company anticipates the need for additional capital as it pursues its
business strategy. The Company expects to raise additional capital
through a combination of new debt issuances and equity sales, from
private as well as public sources. Issuance of new debt and/or the sale
of equity will likely have a dilutive effect on the Company and its
shareholders. Implementation of the Companys strategy and its business
plans is contingent upon the availability of such funding sources. No
assurance can be given that the Company will be able to raise debt or
equity capital, at terms that are acceptable to the Company, or at all,
in order to fund its operations as set forth above, and if the Company is
unable to raise capital to fund its operations our business may fail.



| |                                                                     
| | --------------------------------------------------------------------
| | We do not anticipate paying any dividends in the foreseeable future.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We presently anticipate that we will retain all available funds for
use in the operation and expansion of our business and do not anticipate
paying any dividends in the foreseeable future. Any future payment of
dividends to our stockholders will depend on decisions that will be made
by our board of directors and will depend on then existing conditions,
including our financial condition, contractual restrictions, capital
requirements and business prospects.



| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our common stock is traded on the over the counter bulletin board and, as
a result, there may be limited trading volume in the stock, as well as a
greater spread between bid and asked prices.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our common stock is traded on the Electronic Bulletin Board, on the
over the counter market (the OTC Bulletin Board). While a public
market currently exists for our common stock, trading of relatively small
blocks of stock can have a significant impact on the price at which the
stock is traded. In addition, the over the counter market has
experienced, and is likely to experience in the future, significant price
and volume fluctuations which could adversely affect the market price of
the common stock without regard to our operating performance.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Issuers whose securities are traded on the OTC Bulletin Board may
experience a greater spread between the bid and asked prices of their
securities compared with securities traded on a national securities
exchange or Nasdaq, and a limited liquidity in their securities. In
addition, many investors have policies against the purchase or holding of
securities traded in the over-the-counter markets. Trading in an
over-the-counter

11



---



##### Table of Contents





| |                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | market such as OTC Bulletin Board has, and will continue to, affect
both the trading volume and the market value of our common stock for the
foreseeable future.




VII.     Financial Statements.

The following documents are filed as part of this report:

|                                     |  |                                                            |  |     |  | 
|------------------------------------ |  | ---------------------------------------------------------- |  | --- |  | 
|(1)     Independent Auditors Report |  | F1                                                        |  |    
|                                    
|                                    
|                                    
|                                    
|                                     |  |                                                            |  |     |  | 
|                                    
|                                    
|                                    
|                                    
|(2)     Financial statements:        |  |                                                            |  |    
|                                    
|                                    
|                                    
|                                    
|                                     |  |                                                            |  |     |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  | Consolidated Balance Sheet                                 |  | F2 |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  |                                                            |  |     |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  | Consolidated Statements of Operations                      |  | F3 |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  |                                                            |  |     |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  | Consolidated Statements of Changes in Shareholders Equity |  | F4 |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  |                                                            |  |     |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  | Consolidated Statements of Cash Flows                      |  | F5 |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  |                                                            |  |     |  | 
|                                    
|                                    
|                                    
|                                    
|                                     |  | Notes to Financial Statements                              |  | F-6 |  | 

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or other notes herein.




VIII.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

The Company engaged the firm of Welch, Roberts & Amburn, LLP to conduct
the audits of its financial statements for the years ended December 31, 1999,
and 1998. Welch, Roberts & Amburn, LLP, resigned on May 31, 2001 due to
outstanding and past due fees owed by the Company.

In connection with Welch, Roberts & Amburn, LLPs audits of the financial
statements of the Company, there were no disagreements with Welch, Roberts &
Amburn, LLP on any matter of accounting principles, financial disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.

The audit reports of Welch, Roberts & Amburn, LLP on the consolidated
financial statements for the years ended December 31, 1999, and 1998 did not
contain any adverse opinion or disclaimer of opinion; however, the unqualified
opinion contained a fourth paragraph with respect to an emphasis of a paragraph
discussing recurring losses from operations and decreases in working capital
issues confronting the Company.

The Company had also engaged the firm of Tauber & Balser, P.C. in
connection with the audit of the consolidated balance sheet of The Catapult
Group, Inc., and Subsidiary as of

12



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##### Table of Contents



December 31, 1999, and the related consolidated statements of operations,
stockholders equity and cash flows for the period from July 21, 1999
(inception) to December 31, 1999.

In connection with the audit as of December 31, 1999, and for the period
from July 21, 1999 (inception) to December 31, 1999, there was no disagreement
with Tauber & Balser, P.C. on any matter of accounting principles, financial
disclosure, or auditing scope or procedures, which disagreement if not resolved
to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.

The audit report of Tauber & Balser, P.C. on the consolidated financial
statements for the year ended December 31, 1999 was issued with an unqualified
opinion.

On or about September 9, 2001, the Company notified Tauber & Balser, P.C.
that it had engaged the firm of Braverman & Company, P.C., to conduct the audit
of its financial statements for the year ended December 31, 2000. The decision
to change accountants was approved by the Board of Directors of the Company.
During the two fiscal years ended December 31, 2000, and the subsequent interim
period through September 9, 2001, the Company did not consult with Braverman &
Co., P.C. regarding the application of generally accepted accounting principles
to a specific transaction, either proposed or completed, or the type of audit
opinion that might be rendered on the Companys Consolidated Financial
Statements.

The Company previously reported this information on its Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, filed on October 30,
2001.




PART III




IX.        Directors And Executive Officers Of The Company.

The following table sets forth all the directors, executive officers and
significant employees of the Company as of December 31, 2001. In April, 2001,
Bryan M. Johns resigned as an officer and director of the Company. On August
29, 2001, Walter H. Elliott, III resigned as an officer and director of the
Company. On November 12, 2001, Ronald A. Potts resigned as President, Chief
Executive Officer, Chairman of the Board and as a director of Rainwire.

|                   |  |     |    |          |  |                                  
|------------------ |  | --- | -- | -------- |  | ---------------------------------
|Name               |  | Age |    | Position
|                   |  |     |    |         
|Lyne Marchessault  |  |     | 43 |          |  | President, Secretary and Director
|                  
|                  
|                  
|                  
|Michael McLaughlin |  |     | 58 |          |  | Assistant Secretary and Director 
|                  
|                  
|                  
|                  
|John Hill          |  |     | 55 |          |  | Director                         
|                  
|                  
|                  
|                  
|Peggy A. Evans     |  |     | 54 |          |  | Chief Financial Officer          

Lyne Marchessault, President, Secretary and Director. Ms. Marchessault
was elected to our Board of Directors and appointed Secretary in July, 2000.
Ms. Marchessault was appointed President of Rainwire on November 12, 2001. In
addition, in August, 2001, Ms. Marchessault was elected to the Oasis Board of
Directors, a position which she resigned from in November,

13



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##### Table of Contents



2001.     From 1996 until January, 1998 Ms. Marchessault was the Director of
International Marketing and Public Relations for Ultimate Technographics. From
January, 1998 until the present, Ms. Marchessault has been the managing member
of Osprey Investments, LLC. Ms. Marchessault holds a Marketing degree from
Concordia University and a Masters in Business Administration from McGill
University.

Michael McLaughlin, Director. Mr. McLaughlin was elected to our Board of
Directors in August, 2001, and appointed Assistant Secretary in November, 2001.
In addition, Mr. McLaughlin was elected to the Oasis Board of Directors in
August, 2000, a position which he resigned from in November, 2001. For the
last 14 years, Mr. McLaughlin has been the owner and President of American
Flooring, Inc. Mr. McLaughlin holds a bachelors degree in business from
Florida Atlantic University.

John Hill, Director. Mr. Hill was elected to our Board of Directors in
August, 2001. In addition, Mr. Hill was elected to the Oasis Board of
Directors in July, 2000, a position which he resigned from in November, 2001.
From 1996 until 1998, Mr. Hill was a Divisional Claims Superintendent with
State Farm Fire & Casualty Company and from 1998 until the present, Mr. Hill
has been a Section Manager with State Farm. Mr. Hill holds a B.S. in Business
Administration degree from the University of Tennessee.

Peggy Evans, Chief Financial Officer. Ms. Evans was appointed as our
Chief Financial Officer in August, 2001. Since October 1, 2000, Ms. Evans has
been the Chief Financial Officer for Oasis Group, Inc. Prior to that time, Ms.
Evans served as the President of Yakley Management, Inc. and the Chief
Operating Officer of Eston Hospitality, LLC. Ms. Evans holds a B.S. degree in
business from Pepperdine University.

Directors hold office until the next annual meeting of shareholders.
Officers are elected by the Board of Directors following the Annual meeting of
stockholders. There are no family relationships between any director,
executive officer, or person nominated to become a director or executive
officer.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of Rainwires Board of Directors, the executive officers of
Rainwire and persons who hold more than 10% of Rainwires outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file reports
with respect to their ownership of Scients Common Stock and their transactions
in such Common Stock. Based upon (1) the copies of Section 16(a) reports that
Rainwire received from such persons for transactions in the Common Stock and
their Common Stock holdings from December 31, 2000 through December 31, 2001,
and (2) the written representations received from one or more of such persons
that no annual Form 5 reports were required to be filed by them for such
period, Rainwire believes that all reporting requirements under Section 16(a)
for such period were met in a timely manner by its executive officers, Board
members and greater than ten-percent stockholders, except as described herein.

Messrs. Hill and McLaughlin and Ms. Evans inadvertently failed to timely
file a Form 3 with the Commission to report their holdings upon election as a
director and appointment as our

14



---



##### Table of Contents



Chief Financial Officer, respectively. Mr. Potts inadvertently failed to
timely file a Form 3 with the Commission to report his holdings upon election
as a director and appointment as our Chief Executive Officer on August 29,
2001. Mr. Potts filed a Form 3 with the Commission on or about October 10,
2001. Ms. Marchessault inadvertently failed to timely file a Form 5 with the
Commission to report her exchange of shares of the common stock of the Company
for shares of preferred stock in the Company in October, 2001. The Company has
taken steps to ensure that its officers and directors are aware of the
requirements for the filing of these reports and intends to improve its
assistance in the preparation of these reports in the future.




X.          Executive Compensation.

The compensation paid in 1999, 2000 and 2001 to the Chief Executive
Officer of the Company and to the President of the Company is set forth in the
table below. No executive officers or any officer of a subsidiary had total
compensation that exceeded $100,000.

2001 SUMMARY COMPENSATION TABLE
THE COMPANY

|                   |  |      |      |     |  |              |         |       |  |              |   |                        |  |              |       |            |  |              |   |         |  |           |   |  |  |  |   |  |  |  |   | 
|------------------ |  | ---- | ---- | --- |  | ------------ | ------- | ----- |  | ------------ | - | ---------------------- |  | ------------ | ----- | ---------- |  | ------------ | - | ------- |  | --------- | - |  |  |  | - |  |  |  | - | 
|                   |  |      |      |     |  | ANNUAL       |         |       |  |              |   |                        |  |              |       |            |  |              |   |         |  |           |   |  |  | 
|                   |  |      |      |     |  | COMPENSATION |         |       |  |              |   | LONG-TERM COMPENSATION |  |              |       |           
|                   |  |      |      |     |  |              |         |       |  |              |   |                        |  |              |       |            |  | AWARDS       |   | PAYOUTS |  |           |   | 
|                   |  |      |      |     |  |              |         |       |  |              |   |                        |  |              |       |            |  |              |   |         |  |           |   |  |  |  |   |  |  |  |   | 
|                   |  |      |      |     |  |              |         |       |  |              |   |                        |  | OTHER ANNUAL |       | RESTRICTED |  | OPTIONS      |   | LTIP    |  | ALL OTHER
|NAME AND           |  |      |      |     |  | SALARY       |         | BONUS |  | COMPENSATION |   | STOCK                  |  | SARs         |       | PAYOUT     |  | COMPENSATION
|PRINCIPAL POSITION |  | YEAR |      | ($) |  | ($)          |         | ($)   |  | AWARDS       |   | (#)                    |  | ($)          |       | ($)       
|                  
|Bryan Johns        |  |      | 2001 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|President and      |  |      | 2000 |     |  | $            | 102,000 |       |  |              | 0 |                        |  | $            | 7,200 |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|CEO (1)            |  |      | 1999 |     |  | $            | -0-     |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|                  
|                  
|                  
|                  
|Ronald A. Potts    |  |      | 2001 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|President and      |  |      | 2000 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|CEO (2)            |  |      | 1999 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|                  
|                  
|                  
|                  
|Lyne               |  |      | 2001 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|Marchessault       |  |      | 2000 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 
|President (3)      |  |      | 1999 |     |  |              | 0       |       |  |              | 0 |                        |  |              | 0     |            |  |              | 0 |         |  |           | 0 |  |  |  | 0 |  |  |  | 0 | 



---

|(1) |  | Mr. Johns entered into an employment agreement with the Company on July 26, 2000, which paid him an annual salary of $102,000 and an
annual car allowance of $7,200. Mr. Johns resigned as President and Chief Executive Officer in April, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Mr. Potts was appointed President and Chief Executive Officer on August 29, 2001, and resigned as President and Chief Executive Officer
on November 12, 2001.                                                                                   
|   
|   
|   
|   
|(3) |  | Ms. Marchessaults was appointed President on November 12, 2001.                                                                                                                                                                                 

There were no options granted to the Executive Officers of the Company and
its subsidiaries during the year ending December 31, 2001. The Company has no
stock appreciation rights (SARs) outstanding.

Employment Agreements

Mr. Johns entered into an employment agreement dated as of July 26, 2000
with a three year term that runs until July 26, 2003 and his initial base
salary was $102,000, subject to adjustments annually at the Compensation
Committees discretion. Mr. Johns was eligible to participate in any bonus
plan adopted by the Company and to receive stock options as determined by the
Compensation Committee.

15



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In the event Mr. Johns employment was terminated for reasons other than
cause, he was entitled to receive payment of his base salary through the date
of his termination and for a period of twelve months thereafter. If Mr. Johns
was terminated without cause within one year of a change of control, he was
entitled receive payment of his base salary through the date of his termination
and for a period of twelve months thereafter.

Mr. Johns agreed to not disclose our secrets and confidential information
obtained during his employment. For a period of twelve months following the end
of his employment, Mr. Johns cannot become associated with competitive
companies, nor will he solicit any of our employees and customers.




XI.        Security Ownership Of Certain Beneficial Owner And Management.



| | A. |  | Security Ownership.
| | -- |  | -------------------

The following table sets forth information regarding ownership of the
Registrants common stock by all persons who are known by the Registrant to own
more than 5% of the total outstanding shares, by all officers and directors of
the Company, and by all officers and directors as a group as of May 7, 2002.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to options
held by that person that are currently exercisable or exercisable within sixty
(60) days of the date of this Annual Report are deemed outstanding. These
shares, however are not deemed outstanding for the purposes of computing the
percentage ownership of any other person. Except as indicated in the footnotes
to this table and pursuant to applicable community property laws, each
shareholder named in the table has sole voting and investment power with the
shares set forth opposite such shareholders name. Except as otherwise
indicated in the table, the address of the stockholders listed below is that of
the Companys principal executive office. Directors not included in the table
below do not hold Company securities.

|                                                                                                      |  |                           |            |         |  |  |      |  
|----------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | ------- |  |  | ---- | -
|                                                                                                      |  | Shares Beneficially Owned
|                                                                                                      |  | As of May 7, 2002 (1)    
|                                                                                                     
|Name and Address                                                                                      |  | Number                    |            | Percent
|                                                                                                     
|Lyne Marchessault (2)                                                                                 |  |                           | 12,231,461 |         |  |  | 61.4 | %
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Osprey Investments, LLC
Monteith Commons, First Floor
2931 Piedmont Road, N.E.
Atlanta, Georgia 30305 |  |                           | 12,231,461 |         |  |  | 61.4 | %
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Bryan M. Johns (3)                                                                                    |  |                           | 1,296,182  |         |  |  | 6.5  | %
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Arnold Johns (4)
320 Cameron Ridge Drive
Atlanta, GA 30328                                            |  |                           | 1,064,721  |         |  |  | 5.3  | %

16



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##### Table of Contents



|                                                                                             |  |                           |            |         |  |  |      |  
|-------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | ------- |  |  | ---- | -
|                                                                                             |  | Shares Beneficially Owned
|                                                                                             |  | As of May 7, 2002 (1)    
|                                                                                             |  |                          
|Name and Address                                                                             |  | Number                    |            | Percent
|                                                                                            
|Ronald A. Potts(5)                                                                           |  |                           | 300,000    |         |  |  | 1.5  | %
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Anguilla Equity Partners, Inc.
Keithley F.T. Lake
The Law Building, The Valley
Anguilla, BWI |  |                           | 1,481,350  |         |  |  | 19.5 | %
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|All officers and directors as a
group                                                        |  |                           | 12,231,461 |         |  |  | 61.4 | %



|(1) |  | Based on 19,909,886 shares of stock as the 500,000 shares of Series D
Convertible Stock currently outstanding are immediately convertible into 10,000,000 shares
of common stock.                                                
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes 231,461 shares owned by Osprey Investments, LLC of which Ms. Marchessault is
the sole member, and 500,000 share of Series D Convertible Stock, which are immediately
convertible into 10,000,000 shares of common stock.
|   
|   
|   
|   
|(3) |  | Mr. Johns resigned as an officer and director in April, 2001.                                                                                                                                                                    
|   
|   
|   
|   
|(4) |  | Includes 416,630 shares owned individually and 648,091 shares owned by Cambridge
Capital, LLC of which Mr. Johns is a member.                                                                                                   
|   
|   
|   
|   
|(5) |  | Mr. Potts resigned as an officer and director in November, 2001.                                                                                                                                                                 



| | B. |  | Changes in Control.
| | -- |  | -------------------

Upon execution of the non-binding Share Exchange Agreement, dated August
29, 2001, Walter H. Elliott, the President and a director of the Company
resigned, and Ronald A. Potts was elected to the Board of Directors of the
Company and was appointed President and Chief Executive Officer of the Company.
Additionally, Mike McLaughlin and John Hill were elected to the Board of
Directors and Peggy Evans was appointed Chief Financial Officer. On November
12, 2001, Ronald A. Potts resigned as President, Chief Executive Officer,
Chairman of the Board and as a director of Rainwire. On December 19, 2001, the
Board of Directors of Rainwire and Oasis approved an amended Share Exchange
Agreement (the Amended Share Exchange Agreement), which was executed by the
parties. Under the terms of the Amended Share Exchange Agreement, upon closing
of the share exchange, Lyne Marchessault will resign as President of Rainwire,
and Ronald A. Potts will be appointed President and Chief Executive Officer.
Additionally, upon closing, Ronald A. Potts will be appointed to the Board of
Directors of Rainwire, and the number of directors constituting Rainwires
Board of Directors will be increased to a total of five (5) directors.

Furthermore, upon execution of the non-binding Share Exchange Agreement,
dated August 29, 2001, the Company issued 12,000,000 shares of its common stock
to Osprey Investments, LLC (of which Lyne Marchessault is the sole member) in
satisfaction of loans in the principal amount of $60,000.

17



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##### Table of Contents






XII.      Certain Relationships And Related Transactions.

In connection with the non-binding Share Exchange Agreement, dated August
29, 2001, Rainwire issued 12,000,000 shares of its common stock to Osprey
Investments, LLC (of which Lyne Marchessault, our Secretary and a director, is
the sole member) in satisfaction of loans in the principal amount of $60,000.
The purpose of the loans was to provide Rainwire with general working capital
and the funds received were used for such purpose. In addition, in October,
2001, Rainwire exchanged 500,000 of its Series D Convertible Preferred Stock
for 10,000,000 shares of its common stock owned by Osprey. Ms. Marchessault
abstained from the Board of Directors vote concerning this exchange of shares.

Rainwires officers and directors have ownership interests in Oasis.
Walter H. Elliott, a former officer and director of Rainwire, owns less than
1.0% of the outstanding common stock of Oasis, and Lyne Marchessault, our
Secretary and a director, owns approximately 4.2% of the outstanding common
stock of Oasis. Additionally, Ronald A. Potts, who was appointed to the Board
of Directors and as Chief Executive Officer and President in connection with
the Oasis Share Exchange, but resigned from such position in November, 2001
owns 21.2% of the outstanding common stock of Oasis. Furthermore, Peggy Evans,
our newly appointed Chief Financial Officer, owns approximately 4.0% of the
outstanding common stock of Oasis and John Hill and Mike McLaughlin, newly
appointed directors each own less than 1.0% of the outstanding common stock of
Oasis.

Additionally, in 2001, Oasis has loaned Rainwire approximately $114,925.03
for operating capital to cover operating expenses including legal, financial
auditing and reporting, employee expenses and general overhead.

The Company presently has no office facilities but for the time being will
use as its business address the office of Ms. Evans, our Chief Financial
Officer, on a rent free basis, until such time as our business operations may
require more extensive facilities and we have the financial ability to rent
commercial office space. There is presently no formal agreement for the use of
theses facilities, and we can make no assurance that these facilities will be
available to us on this basis for any specific length of time.




XIII.   Exhibits and Reports on Form 8-K.



| | A. |  | Exhibits
| | -- |  | --------

|    |  |                                                                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Plan and Agreement to Exchange Stock by and among The Catapult
Group, Inc., the Catapult Shareholders and Envirometrics, Inc. dated
February 16, 2000 (1)                               
|   
|   
|   
|   
|    |  |                                                                                                                                                                                         
|   
|   
|   
|   
|2.2 |  | Plan and Agreement to Exchange Stock by and among Rainwire
Partners, Inc., Oasis Group, Inc. and the Shareholders of Oasis Group,
Inc., dated August 29, 2001 (3)                       
|   
|   
|   
|   
|    |  |                                                                                                                                                                                         
|   
|   
|   
|   
|2.3 |  | Amended and Restated Plan and Agreement to Exchange Stock by and
among Rainwire Partners, Inc., Oasis Group, Inc. and the Shareholders of
Oasis Group, Inc., dated December 19, 2001 (4)

18



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##### Table of Contents



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|    
|    
|    
|    
|3.1  |  | Amended and Restated Certificate of Incorporation (2)                 
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|3.2  |  | Amended and Restated Bylaws (2)                                       
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|3.3  |  | Certificate of Designation of Series A, B, and C Preferred Stock (2)  
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|3.4  |  | Certificate of Designation of Series D Convertible Preferred Stock (3)
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|3.5  |  | Amendment to Certificate of Incorporation (5)                         
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|4.1  |  | Rainwire Partners, Inc. 2000 Stock Option Plan (3)                    
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|10.1 |  | Employment Agreement of Bryan Johns (5)                               
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|16.1 |  | Letter on change in certifying accountant (3)                         
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|22.1 |  | Subsidiaries of Rainwire                                              
|    
|    
|    
|    
|     |  |                                                                       
|    
|    
|    
|    
|23.1 |  | Consent of Braverman & Company, P.C.                                  



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)        Incorporated by reference, filed as Annex A to the Definitive
Proxy Statement on Schedule 14A, filed on May 18, 2000 (SEC File No.
000-23892).



| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | (2)        Incorporated by reference, filed as an Exhibit to report on Form
10-KSB for 1998, filed on January 28, 2000 (SEC File No. 0-23892).



| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (3)        Incorporated by reference, filed as an Exhibit to report on form
10-KSB for 2000, filed on October 30, 2001 (SEC File No.
000-23892).



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4)        Incorporated by reference, filed as Annex A to Rainwires
Registration Statement on Form S-4, filed on January 14, 2002 (SEC File
No. 333-76684).



| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | (5)        Incorporated by reference, filed as an Exhibit to the report on
Form 8-K, filed on August 4, 2000 (SEC File No. 002-23892).



| |                             
| | ----------------------------
| | B.      
Reports on Form 8-K

On October 17, 2001, the Registrant filed a Form 8-K report that reported
that the Registrant had abandoned its Information Statement on Schedule 14C
filed with the Commission on March 5, 2001.

19



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of New
York, State of New York, on May 10, 2002.

| |  |                                                 |  |                       |  | 
| |  | ----------------------------------------------- |  | --------------------- |  | 
| |  | Rainwire Partners, Inc.,
a Delaware corporation
|
|
|
|
| |  |                                                 |  |                       |  | 
|
|
|
|
| |  | By:                                             |  | /s/ Lyne Marchessault |  | 
| |  |                                                 |  |                       |  | 
| |  | Name: Lyne Marchessault
Title: President       

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|      |  |         |  |                                                                          
|----- |  | ------- |  | -------------------------------------------------------------------------
|     
|Date: |  | 5/10/02 |  | /s/ Lyne MarchessaultLyne Marchessault
President, Secretary and Director 
|     
|Date: |  | 5/10/02 |  | /s/ Peggy EvansPeggy Evans
Chief Financial and Accounting Officer        
|     
|Date: |  | 5/10/02 |  | /s/ Michael McLaughlinMichael McLaughlin
Assistant Secretary and Director
|     
|Date: |  | 5/10/02 |  | /s/ John HillJohn Hill
Director                                          

20



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##### Table of Contents



TABLE OF CONTENTS

|                                               |  |      |     | 
|---------------------------------------------- |  | ---- | --- | 
|                                               |  | PAGE
|                                               |  |     
|INDEPENDENT AUDITORS REPORT                   |  |      | F-1 | 
|CONSOLIDATED BALANCE SHEET                     |  |      | F-2 | 
|CONSOLIDATED STATEMENTS OF OPERATIONS          |  |      | F-3 | 
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY |  |      | F-4 | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS          |  |      | F-5 | 
|NOTES TO FINANCIAL STATEMENTS                  |  |      | F-6 | 





---



##### Table of Contents






INDEPENDENT AUDITORS REPORT

To the Board of Directors and StockholdersRainwire Partners, Inc.Atlanta, Georgia

We have audited the accompanying consolidated balance sheet of Rainwire
Partners, Inc. (a Delaware corporation in the development stage) and
subsidiaries as of December 31, 2001, and the related consolidated statements
of operations, changes in stockholders equity, and cash flows for each of the
years in the two year period then ended. These financial statements are the
responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Rainwire Partners,
Inc. as of December 31, 2001, and the results of its operations and its cash
flows for the each of the years in the two year period then ended in conformity
with auditing standards generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered substantial
recurring losses and has a deficit working capital and equity as of December
31, 2001. It has also discontinued its entire business operations and is
dependent upon its shareholders for all cash flow requirements. The Company
needs the ability to develop additional sources of capital, and/or achieve
profitable operations through a merger or acquisition. These conditions raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Braverman & Company, P.C.
Phoenix, Arizona
April 28, 2002

F-1



---



##### Table of Contents



RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETDecember 31, 2001

|                                     |                                                                                                                     |   |                                      |            |   |            |   | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------ | ---------- | - | ---------- | - | 
|ASSETS OF DISCONTINUED BUSINESS      |                                                                                                                     |   |                                      |           
|CURRENT ASSETS                       |                                                                                                                     |   |                                      |           
|                                     | Cash                                                                                                                |   | $                                    | 788        |  
|                                     |                                                                                                                     |   |                                      |           
|                                     |                                                                                                                     |   | TOTAL CURRENT ASSETS                 |            |   | 788        |  
|                                     |                                                                                                                     |   |                                      |           
|                                     |                                                                                                                     | $ | 788                                  |           
|                                     |                                                                                                                     |   |                                      |           
|LIABILITIES OF DISCONTINUED BUSINESS |                                                                                                                     |   |                                      |           
|CURRENT LIABILITIES                  |                                                                                                                     |   |                                      |           
|                                     | Related party loans                                                                                                 |   | $                                    | 114,925    |  
|                                     | Accounts payable                                                                                                    |   |                                      | 813,167    |  
|                                     | Accrued business disposal costs and expenses                                                                        |   |                                      | 46,987     |  
|                                     | Other accrued liabilities                                                                                           |   |                                      | 23,143     |  
|                                     |                                                                                                                     |   |                                      |           
|                                     |                                                                                                                     |   | TOTAL CURRENT LIABILITIES            |            |   | 998,222    |  
|                                     |                                                                                                                     |   |                                      |           
|REDEEMABLE PREFERRED STOCK           |                                                                                                                     |   |                                      |           
|                                     | Par
value $.001; authorized 2,500,000 shares
Series C, 24,959 shares outstanding                                    |   |                                      | 52,911     |  
|                                     | Series D, 500,000 shares outstanding                                                                                |   |                                      | 50,000     |  
|                                     |                                                                                                                     |   |                                      |           
|                                     |                                                                                                                     |   | 102,911                              |           
|                                     |                                                                                                                     |   |                                      |           
|COMMITMENTS AND CONTINGENCIES        |                                                                                                                     |   |                                      |           
|STOCKHOLDERS EQUITY (DEFICIT)       |                                                                                                                     |   |                                      |           
|                                     | Common
stock, $.001 par value; authorized, 20,000,000 shares
19,909,886 shares issued, 9,909,886 shares outstanding |   |                                      | 19,910     |  
|                                     | Paid-in capital                                                                                                     |   |                                      | 1,421,672  |  
|                                     | Accumulated (deficit)                                                                                               |   |                                      | (2,491,927 | )
|                                     | Treasury Stock, 10,000,000 shares                                                                                   |   |                                      | (50,000    | )
|                                     |                                                                                                                     |   |                                      |           
|                                     |                                                                                                                     |   | TOTAL STOCKHOLDERS EQUITY (DEFICIT) |            |   | (1,100,345 | )
|                                     |                                                                                                                     |   |                                      |           
|                                     |                                                                                                                     | $ | 788                                  |           
|                                     |                                                                                                                     |   |                                      |           

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-2



---



##### Table of Contents



RAINWIRE PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |   | 
|---------------------------------------------------- | ---------------------------------------------- | - | ---------- | - | ---- | - | ---------- | ---------- | - | - | ----------------- | - | 
|                                                     |                                                |   |            |   |      |   |            |            |   |   | Inception        
|                                                     |                                                |   |            |   |      |   |            |            |   |   | of Development   
|                                                     |                                                |   |            |   |      |   |            |            |   |   | Stage            
|                                                     |                                                |   |            |   |      |   |            |            |   |   | (January 1, 2001)
|                                                     |                                                |   |            |   |      |   |            |            |   |   | to               
|                                                     |                                                |   |            |   |      |   |            |            |   |   | December 31,     
|                                                     |                                                |   | 2001       |   | 2000 |   | 2001      
|                                                     |                                                |   |            |   |      |   |           
|REVENUES                                             |                                                | $ |           |   |      | $ |           |            |   | $ |                  |  
|OPERATING EXPENSES                                   |                                                |   |           |   |      |   |           |            |   |   |                  |  
|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS             |                                                |   |           |   |      |   |           |            |   |   |                  |  
|DISCONTINUED OPERATIONS                              |                                                |   |            |   |      |   |            |            |   |   |                   |  
|                                                     | Loss from operations of discontinued business  |   |            |  |      |   |            | (1,494,708 | ) |   |                   |  | 
|                                                     | Provision for loss on disposal of the business |   |            |  |      |   |            | (578,191   | ) |   |                   |  | 
|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |  
|NET LOSS                                             |                                                | $ |           |   |      | $ | (2,072,899 | )          |   | $ |                  |  
|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING |                                                |   | 12,718,220 |   |      |   | 6,252,480  |            |   |   |                   |  
|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |  
|BASIC AND DILUTED LOSS PER COMMON SHARE              |                                                |   |            |   |      |   |            |            |   |   |                   |  
|                                                     | Income (Loss) from operations                  |   | $          |  |      |   | $          |           |   |   |                   |   | 
|                                                     | Loss from discontinued operations              |   |            |  |      |   |            | (0.33      | ) |   |                   |   | 
|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |  
|BASIC AND DILUTED LOSS PER COMMON SHARE              |                                                | $ |           |   |      | $ | (0.33      | )          |   |   |                   |  
|                                                     |                                                |   |            |   |      |   |            |            |   |   |                   |  

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-3



---



##### Table of Contents



RAINWIRE PARTNERS, INC.
CONSOLIDATED STATEMENT OF CHANGES IS SHAREHOLDERS EQUITY

|                                                                                                                                    |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |   |  |   |            |            |         | 
|----------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | -------------------------------------------- | ---------- | ------------ | --------- | ------- | ------ | ----------- | ----- | --------- | --------- | ----- | ------- | ----- | ---------- | ---------- | - | - | ------- | - |  | - | ---------- | ---------- | ------- | 
|                                                                                                                                    |                                                 |                                              |            | COMMON STOCK |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |  
|                                                                                                                                    |                                                 |                                              |            |              |           | PAID-IN |        | ACCUMULATED |       | TREASURY  |           |       |         |      
|                                                                                                                                    |                                                 |                                              |            | SHARES       |           | AMOUNT  |        | CAPITAL     |       | (DEFICIT) |           | STOCK |         | TOTAL
|                                                                                                                                    |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |      
|BALANCE, INCEPTION                                                                                                                  |                                                 |                                              |            |              |           | $       |       |             |       | $         |          |       |         | $     |           |            |   |   |         |   |  | $ |           |           
|Issuance of stock July 22, 1999 for:                                                                                                |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |   |  |   |            |           
|                                                                                                                                    |                                                 | Cash                                         |            |              | 1,388,766 |         |        |             | 1,389 |           |           |       | 148,611 |       |            |            |   |   |         |   |  |   |            |            | 150,000 | 
|                                                                                                                                    |                                                 | Services                                     |            |              | 3,610,792 |         |        |             | 3,611 |           |           |       | 386,389 |       |            |            |   |   |         |   |  |   |            |            | 390,000 | 
|                                                                                                                                    |                                                 | Acquisition of subsidiary                    |            |              | 555,506   |         |        |             | 556   |           |           |       | 74,374  |       |            |            |   |   |         |   |  |   |            |            | 74,930  | 
|Net (loss) for the period                                                                                                           |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       | (419,028   | )          |   |   |         |   |  |   | (419,028   | )         
|                                                                                                                                    |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |   |  |   |            |           
|BALANCE, DECEMBER 31, 1999                                                                                                          |                                                 |                                              | 5,555,064  |              |           |         | 5,555  |             |       |           | 609,375   |       |         |       | (419,028   | )          |   |   |        |   |  |   | 195,902    |           
|Recapitalization, July 26, 2000                                                                                                     |                                                 |                                              | 554,822    |              |           |         | 555    |             |       |           | (188,329  | )     |         |       |            |            |   |   |         |   |  |   | (187,774   | )         
|                                                                                                                                    |                                                 | Services at $.11 per share                   |            |              | 480,000   |         |        |             | 480   |           |           |       | 52,320  |       |            |            |   |   |         |   |  |   |            |            | 52,800  | 
|                                                                                                                                    |                                                 | Reduction in note payable at $1.25 per share |            |              | 120,000   |         |        |             | 120   |           |           |       | 149,880 |       |            |            |   |   |         |   |  |   |            |            | 150,000 | 
|                                                                                                                                    |                                                 | Cash at $.78 per share                       |            |              | 900,000   |         |        |             | 900   |           |           |       | 699,100 |       |            |            |   |   |         |   |  |   |            |            | 700,000 | 
|                                                                                                                                    | Dividends accrued on redeemable preferred
stock |                                              |            |              |           |         |        |             |       |           |           | (874  | )       |       |            |            |   |   |         |   |  |   |            | (874       | )      
|                                                                                                                                    | Net (loss) for the year                         |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            | (2,072,899 | ) |   |         |   |  |   |            | (2,072,899 | )      
|                                                                                                                                    |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |   |  |   |            |           
|BALANCE, DECEMBER 31, 2000                                                                                                          |                                                 |                                              | 7,609,886  |              |           |         | 7,610  |             |       |           | 1,321,472 |       |         |       | (2,491,927 | )          |   |   |        |   |  |   | (1,162,845 | )         
|Shares issued for legal services at $.025 per
share on August 29, 2001                                                              |                                                 |                                              | 100,000    |              |           |         | 100    |             |       |           | 2,400     |       |         |       |            |            |   |   |         |   |  |   | 2,500      |           
|Shares sold at $.05 per share
on September 30, 2001                                                                                 |                                                 |                                              | 200,000    |              |           |         | 200    |             |       |           | 9,800     |       |         |       |            |            |   |   |         |   |  |   | 10,000     |           
|Shares issued to retire debt on August 29, 2001
at $.005 per share                                                                  |                                                 |                                              | 12,000,000 |              |           |         | 12,000 |             |       |           | 48,000    |       |         |       |            |            |   |   |         |   |  |   | 60,000     |           
|Management services contributed to capital                                                                                          |                                                 |                                              |            |              |           |         |        |             |       |           | 40,000    |       |         |       |            |            |   |   |         |   |  |   | 40,000     |           
|Purchase of 10,000,000 shares as treasury stock
for issuance of 500,000 shares of Series D
convertible debentures, October 15, 2001 |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   | (50,000 | ) |  |   | (50,000    | )         
|                                                                                                                                    | Net (loss) for the year                         |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |           |   |   |         |   |  |   |            |           |        
|                                                                                                                                    |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |   |  |   |            |           
|BALANCE, DECEMBER 31, 2001                                                                                                          |                                                 |                                              | 19,909,886 |              |           | $       | 19,910 |             |       | $         | 1,421,672 |       |         | $     | (2,491,927 | )          |   | $ | (50,000 | ) |  | $ | (1,100,345 | )         
|                                                                                                                                    |                                                 |                                              |            |              |           |         |        |             |       |           |           |       |         |       |            |            |   |   |         |   |  |   |            |           

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-4



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##### Table of Contents



RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         |                   |          |  
|----------------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------- | ---------------------------------------------- | ------- | ------ | -------- | ----- | -------- | ---------- | -------- | ----- | ------- | ----------------- | -------- | -
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         | Inception        
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         | of Development   
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         | Stage            
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         | (January 1, 2001)
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         | to               
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |         | December 31,     
|                                                                                                |                                     |                                                                                             |                                               |                                                |         | 2001   |          | 2000  |          | 2001      
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |           
|CASH FLOWS FROM OPERATING ACTIVITIES                                                            |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     | Continuing Operations                                                                       |                                               | $                                              |        |        |          | $     |         |            |          | $     |        |                  
|                                                                                                |                                     | Discontinued Operations:                                                                    |                                               |                                                |         |        |          |       |          |            |          |       |         |                  
|                                                                                                |                                     | Adjustments to reconcile net loss to net cash flows
used by discontinued activities         |                                               |                                                |         |        |          |       |          |            |          |       |         |                  
|                                                                                                |                                     |                                                                                             | Loss from operations of discontinued business |                                                |         |        |          |       |          | (1,494,708 | )        |       |         |                   |         
|                                                                                                |                                     |                                                                                             | Loss on disposal of the business              |                                                |         |        |          |       |          | (578,191   | )        |       |         |                   |         
|                                                                                                |                                     |                                                                                             | Stock issued for services                     |                                                |         | 2,500  |          |       |          | 52,880     |          |       |         | 2,500             |         
|                                                                                                |                                     |                                                                                             | Capital contributed for services              |                                                |         | 40,000 |          |       |          |            |          |       |         | 40,000            |         
|                                                                                                |                                     |                                                                                             | Depreciation and amortization                 |                                                |         |        |          |       |          | 41,708     |          |       |         |                  |         
|                                                                                                |                                     |                                                                                             | Goodwill impairment loss                      |                                                |         |        |          |       |          | 469,341    |          |       |         |                  |         
|                                                                                                |                                     |                                                                                             | Loss on disposal of equipment                 |                                                |         |        |          |       |          | 11,037     |          |       |         |                  |         
|                                                                                                |                                     |                                                                                             | Changes in assets and liabilities             |                                                |         |        |          |       |          |            |          |       |         |                  |         
|                                                                                                |                                     |                                                                                             |                                               | Accounts receivable                            |         |        | 21,962   |       |          |            | 199,235  |       |         |                   | 21,962   |  
|                                                                                                |                                     |                                                                                             |                                               | Other current assets                           |         |        | 12,700   |       |          |            | 20,000   |       |         |                   | 12,700   |  
|                                                                                                |                                     |                                                                                             |                                               | Accounts payable                               |         |        | 343,650  |       |          |            |          |       |         |                   | 343,650  |  
|                                                                                                |                                     |                                                                                             |                                               | purchase for 1999)                             |         |        |          |       |          |            | 464,392  |       |         |                   |         |  
|                                                                                                |                                     |                                                                                             |                                               | Provision for loss on disposal of the business |         |        | (553,247 | )     |          |            | 578,191  |       |         |                   | (553,247 | )
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     |                                                                                             |                                               | Net cash flows used by discontinued activities |         |        | (132,435 | )     |          |            | (236,115 | )     |         |                   | (132,435 | )
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|CASH FLOWS FROM INVESTING ACTIVITIES                                                            |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     | Purchase of equipment                                                                       |                                               |                                                |         |        |          |       | (40,915  | )          |          |       |        |                  
|                                                                                                |                                     | Payment
for acquisition of subsidiary, net
Cash received in recapitalization of the company |                                               |                                                |         |        |          |       |         |            |          |       |        |                  
|                                                                                                | (Increase) decrease in other assets |                                                                                             |                                               | 6,255                                          |         |        |          | 1,315 |          |            |          | 6,255 |        
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     |                                                                                             |                                               | Net cash flows from (to) investing activities  |         |        | 6,255    |       |          |            | (39,600  | )     |         |                   | 6,255    |  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|CASH FLOWS FROM FINANCING ACTIVITIES                                                            |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     | Related Party Loans                                                                         |                                               |                                                | 114,925 |        |          |       |          |            |          |       | 114,925 |                  
|                                                                                                |                                     | Proceeds from issuance of notes payable                                                     |                                               |                                                |         |        |          |       | 60,000   |            |          |       |        |                  
|                                                                                                |                                     | Repayment of notes payable                                                                  |                                               |                                                |         |        |          |       | (500,000 | )          |          |       |        |                  
|                                                                                                |                                     | Proceeds from issuance of common stock                                                      |                                               |                                                | 10,000  |        |          |       | 700,000  |            |          |       | 10,000  |                  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     |                                                                                             |                                               | Net cash flows from financing activities       |         |        | 124,925  |       |          |            | 260,000  |       |         |                   | 124,925  |  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|NET CHANGE IN CASH FLOW FOR THE YEAR                                                            |                                     |                                                                                             | (1,255                                        | )                                              |         |        | (15,715  | )     |          |            | (1,255   | )    
|CASH, BEGINNING OF PERIOD                                                                       |                                     |                                                                                             | 2,043                                         |                                                |         |        | 17,758   |       |          |            | 2,043    |      
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|CASH, END OF PERIOD                                                                             |                                     | $                                                                                           | 788                                           |                                                |         | $      | 2,043    |       |          | $          | 788      |      
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES                         |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|Related party loan paid by issuance of 600,000 shares
of the Companys common stock             |                                     | $                                                                                           | 60,000                                        |                                                |         |        |          |       |          | $          | 60,000   |      
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|Redeemable Preferred Stock issued in exchange for
500,000 shares of common stock of the Company |                                     | $                                                                                           | 50,000                                        |                                                |         |        |          |       |          | $          | 50,000   |      
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     | Non-monetary net liabilities assumed in a recapitalization of
the Company on July 26, 2000  |                                               |                                                |         |        |          |       |          |            |          |       |         |                  
|                                                                                                |                                     |                                                                                             |                                               | Fair value of equipment received               |         |        |          |       |          | $          | 19,486   |       |         |                   |          |  
|                                                                                                |                                     |                                                                                             |                                               | Liabilities assumed                            |         |        |          |       |          |            | (222,724 | )     |         |                   |          |  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     |                                                                                             |                                               | Net non-monetary liabilities assumed           |         |        |          |       |          |            | (203,238 | )     |         |                   |          |  
|                                                                                                |                                     |                                                                                             |                                               | Less
cash received                             |         |        |          |       |          |            |         |       |         |                   |          |  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     |                                                                                             |                                               | Total non-monetary net liabilities assumed     |         |        |          |       |          | $          | (203,238 | )     |         |                   |          |  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                | Other                               |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |       |        
|                                                                                                |                                     | Accrued dividends on redeemable preferred stock                                             |                                               |                                                |         |        |          | $     | 874      |            |          |       |         |                  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     | Common stock issued in settlement of note payable                                           |                                               |                                                |         |        |          |       | 150,000  |            |          |       |         |                  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION                                               |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      
|                                                                                                |                                     | Interest paid during the year                                                               |                                               | $                                              |        |        |          | $     | 6,187    |            |          | $     |        |                  
|                                                                                                |                                     |                                                                                             |                                               |                                                |         |        |          |       |          |            |          |      

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

The Company

Rainwire Partners, Inc., or RPID or the Company, (formerly Envirometrics, Inc.
or EVRM) was incorporated in Delaware in 1991. The Company acquired all of the
outstanding common stock of The Catapult Group, Inc. renamed Rainwire Partners,
Inc. (RPIG) a Georgia corporation on July 26, 2000, in a qualifying
reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of
1986. Prior to the stock exchange, the Companys operations had involved
consulting services in environmental and occupational health matters in
addition to providing the services of an American Industrial Hygiene
Association and National Voluntary Laboratory Accreditation Program,
principally in the Charleston, South Carolina area, with sales throughout the
United States. RPIG was formed in July 1999, to provide internet consulting,
systems development and integration as well as marketing and communications
solutions to Global 2000 and middle-market companies. Its operations were
discontinued in April 2000.

On December 31, 2000, management adopted a plan to dispose of the entire
business of the Company. Because the Company sustained a loss on the
discontinuation of its business as of December 31, 2000, as well as a loss on
the disposal of the business at that date, the results of operations for the
year 2000 have been presented to conform to those results. The fiscal year end
of the Company is December 31.

During 2001 the Company stayed in the discontinued operational mode, and its
efforts were largely devoted to maintenance of existing obligations, filing of
periodic and annual reports with the Securities and Exchange Commission, and
pursing various financial opportunities, which could benefit the Company and
its shareholders.

Principles of Consolidation

The Companys consolidated financial statements as of December 31, 2001 and
2000 include the financial statements of the Company and subsidiaries for all
periods presented. All significant intercompany accounts and transactions have
been eliminated.

Financial Statement Presentation

The historical cost basis of all assets and liabilities of RPIG and its former
and present consolidated operating results have been presented from July 21,
1999 (date of inception) to December 31, 2001. For accounting purposes, the
acquisition has been treated as a recapitalization of RPIG. RPIG is considered
the accounting acquirer, because it became the owner of 90% of the total shares
outstanding of the common stock of RPID, on a fully diluted basis. The
consolidated statements of operations included herein are those of RPIG and its
subsidiary i20, Inc. The former operating results of EVRM have been eliminated.
The consolidated balance sheet presented herein includes all assets and
liabilities of EVRM as of the date of recapitalization at fair value, as well
as RPIG and its subsidiary, i20, Inc. at historical cost.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America (GAAP) requires
management to make estimates and assumptions that affect the reported amounts
and the disclosure of contingent amounts in the Companys financial statements
and the accompanying notes. Actual results could differ from those estimates.

Cash Equivalents

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

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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, disclosures about fair
value of financial instruments, defines the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a
current transaction between willing parties. The carrying values of the
Companys financial instruments, which include cash, accounts payable and
accruals, approximate fair values due to the short-term maturities of such
instruments.

Goodwill




Goodwill was recorded in 1999 in connection with the acquisition of i20, Inc.
by RPIG. It was being amortized over a 10 year period. During late 2000 this
asset became impaired and was written off as of December 31, 2000, due to the
discontinued operations of the business. Amortization expense for goodwill for
2000 was $25,143.

Income Taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes. A deferred tax asset or liability is recorded
for all temporary difference between financial and tax reporting of which
depreciation is the most significant. Deferred tax expense (benefit) results
from the net change during the year of deferred tax assets and liabilities.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to more likely than not realized in future tax
returns. Tax law and rate changes are reflected in income in the period such
changes are enacted.

The net operating loss carry-forwards for the Company on a consolidated basis
approximate $5,000,000 as of December 31, 2000 and will expire at various dates
through year 2020, if unutilized. Due to a more than 50% change in ownership
of the Companys outstanding common stock for the latest testing period ended
July 26, 2000, a Code Section 382 limitation on use of the loss carry-forwards
became substantially limited to $250,000 annually. It is not probable that any
of the limited losses can be utilized, since the Company contemplates that the
proposed stock exchange referred to in the subsequent events footnote will not
only result in a reduction in the annual limitation of the carry-forward
losses, but will cause a loss of continuity of business which would preclude
the utilization of any pre-merger carry-forward losses.

For the year ended December 31, 2001, there were no additional losses incurred
by the Company, therefore there is no change in the above loss carry-forwards.
The deferred tax benefit of the consolidated losses of $5,000,000 is
approximately $1,750,000, however that amount was offset completely by a
valuation allowance of equal amount, since management cannot determine, at the
present time, that it is more likely than not that such benefit will be
utilized in future periods.

Loss Per Share

Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS No.128) Earnings Per Share. Basic loss per
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding during the period.

Going Concern

The Companys financial statements have been presented on the basis that it is
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Companys
ability to continue in existence is dependent upon its ability to develop
additional sources of capital, and/or achieve profitable operations. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Managements plan is to acquire a
profitable company having the ability to generate additional cash flows from
either the sale of securities or through operations to sustain the Companys
future existence.

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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2  REDEEMABLE PREFERRED STOCK

As of December 31, 2001, there were 24,959 Series C preferred shares
outstanding valued at $52,911 including accretion of $5,990. Approximately
1/3rd of the Series C preferred shares were put to the Company for redemption
by the holder thereof, however, no redemption was made resulting in a judgment
against the Company as more fully explained in legal actions below.

On October 15, 2001, a shareholder who had earlier during the year converted
its unsecured loan to the Company of $60,000 for 12,000,000 shares of common
stock, exchanged 10,000,000 of the shares received for 500,000 Series D
preferred shares valued at $50,000. All preferred shares have cumulative
dividends, none of which were declared by the Board of Directors as of December
31, 2001. Preferred stock is convertible into common stock at the rate of 20
shares of common stock for 1 share of preferred stock. Series D preferred
shares are convertible at the rate of 100 shares of common stock for 1 share of
preferred stock if no dividends have been paid for two consecutive quarters,
which was the case in 2001.

The 10,000,000 shares the Company received in exchange for the issuance of the
redeemable preferred stock are held as treasury shares at a total cost of
$50,000 as of December 31, 2001.

NOTE 3  OPTIONS AND WARRANTS

In 1994, the Company adopted a stock option plan under which incentive and
non-qualifying options to purchase the Companys common stock could be granted
to employees. The Company applied Accounting Principles Board Opinion No. 25
whereby no compensation cost related to stock options is recognized as an
expense until the time the employee is subject to income taxation. Had
compensation cost been determined pursuant to SFAS No. 123 Accounting for
Stock-Based Compensation been recorded, the effect on net loss and loss per
share would not have been material. As of December 31, 2001 the Company had no
outstanding options in the opinion of legal counsel.

NOTE 4  COMMITMENTS AND CONTINGENCIES

Legal Actions

The Company is involved with several legal actions, principally as defendant.
These actions involve outstanding liabilities of the Company including those of
subsidiaries. All known outstanding liabilities, including anticipated legal
fees and costs have been recorded in the accompanying financial statements.
There has been little progress during 2001 on the settlement of any of these
actions. Following are two such actions.

Azimuth Laboratory, Inc., a subsidiary of EVRM, generated hazardous waste
during the time of its operations which ceased in April 2000. According to a
former landlord, Azimuth was responsible for a hazardous waste cleanup on the
leased premises, and he is seeking recovery of approximately $130,000,
including the cleanup and remaining payments due under the terms of the lease
agreement, which expired in December 2001. A motion for summary judgment was
filed by the plaintiff, and the parties are in settlement negotiations. Only
the remaining unpaid rentals under the lease obligation have been recorded as
of December 31, 2001, of approximately $66,000.

A judgment against the Company was obtained by the holder of the remaining
Series C redeemable preferred stock for $21,666 relating to the failure by the
Company to redeem 8,333 of those shares and to pay dividends when due. The
majority of that amount was recorded as of December 31, 2001.

Disposition of Corporate Property

Approximately 20 employees of the Company were still employed when the decision
was made to discontinue the operations of the Company on December 31, 2000.
Substantially all employees either resigned or terminated by February 28, 2001.
No payroll tax reports have been filed with taxing authorities for any wages
paid in 2001, although related payroll taxes were paid. Such reports should
include all compensation for equipment, vehicles and other corporate property
obtained by employees when the Company ceased its operations. Accordingly, the
Company and/or its employees may have payroll and/or sales tax liabilities in
connection with this matter.

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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4  COMMITMENTS AND CONTINGENCIES (continued)

SBA Loan

Azimuth Laboratories ,Inc. sold certain assets to a party in April 2000 who
assumed the remaining balance of an underlying loan from the Small Business
Administration. However, the Companys subsidiary was not relieved of liability
on the obligation, and remains contingently liable for its balance until
paid-off in approximately 2 years. The subsidiary was owed approximately
$30,000 by the purchaser, however, that obligation has not been paid to the
Company and some or all of that amount is being held in escrow pending either
the payoff of the SBA loan, or when the purchaser is successful in becoming the
only principle on the note. The outstanding balance of the SBA loan less the
amount owed the Company at December 31, 2001 approximates less than $30,000,
which is included in accrued liabilities as of December 31, 2001.

NOTE 5  OPERATING LEASES

Included in the accrual for estimated loss on disposal of the business are
future rentals on lease obligations totaling approximately $300,000, of which $
228,734 relates to the balance owing on a 5 year lease expiring in 2005, which
had annual lease payments of approximately $50,000 per year. The Company is
seeking to mitigate the outstanding lease liability as the landlord had seized
and or sold some of the equipment in partial satisfaction of the past due lease
rentals.

NOTE 6  DISCONTINUED OPERATIONS

On December 31, 2000, management adopted a plan to discontinue the operations
of the Company and to liquidate its assets. Accordingly, the accompanying
financial statements for the year 2000 have given effect to this date as the
measurement date, since a loss was sustained for both discontinued operations
and disposal of the business. A disposal loss was provided for all estimated
costs and expenses to be incurred during the post phase-out period.

During 2001, the Company had no operations and is considered to be in the
development stage in accordance with FASB #7. Its principal activities have
been to mitigate expenses and pay down existing liabilities with funds borrowed
from Oasis Group, Inc., (Oasis) also a development stage company. Oasis has
provided approximately $114,000.

NOTE 7  PROPOSED EXCHANGE OF STOCK

On August 29, 2001, the Company entered into a Plan and Agreement to exchange
stock with Oasis Group, Inc. (Oasis), pursuant to Section 368(a)(1)(B) of the
Internal Revenue Code. Oasis is principally owned and controlled by a
shareholder of the Company who became the Companys President and Chief
Executive Officer on August 30, 2001. The exchange is to be transacted after
certain conditions precedent have been accomplished, at which time a formal
recapitalization of the Company is contemplated. In 2001, Oasis has loaned
approximately $114,000 as of December 31, 2001.

At the time the definitive closing is completed, all of the outstanding common
stock of Oasis will be acquired by the Company. Oasis will be considered the
accounting acquirer since it will own the majority of the outstanding shares of
the Company as a result of the stock exchange transaction. For accounting
purposes the historic transactions of Oasis will replace those of the Company
for presentation of results of operations and cash flows, whereas Oasis will be
consolidated with the Company for presentation of its consolidated financial
position after giving affect to the recording of the fair value of the net
assets of the Company. In anticipation of closing, the Company has authorized
an increase in its authorized common stock from 20 million to 100,000,000 and a
reverse split of its present outstanding shares 20 for 1 in December 2001,
which will take effect after any applicable waiting periods in connection with
the Companys Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on January 14, 2002.

F-9