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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                   For the fiscal year ended December 31, 1999

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________


Commission File Number 0-26941

                              EntrePort Corporation
                          (A Development Stage Company)
-------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Florida                                                65-0703923
---------------------------------                            -------------------
(State or other jurisdiction                                   (IRS Employer
of incorporation or organization)                            Identification No.)

       10455 Sorrento Valley Road, SUITE 204, San Diego, California 92121
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  858-643-5100
                                  ------------
                           (Issuer's telephone number)


                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

  Securities registered pursuant to Section 12(b) of the Act: NONE

  Securities registered pursuant to Section 12 (g) of the Act:
  COMMON STOCK,$.001 PAR VALUE.

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         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                  Yes X    No
                                     ---     ---

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

         The issuer's revenues for the most recent fiscal year was $11,911.

         The aggregate market value of the voting and non-voting common equity
held by nonaffiliates of the registrant was approximately $70,833,057 as of
March 21, 2000. Shares of common stock held by each officer and director and by
each person or group who owns 5% or more of the outstanding common stock
amounting to 4,155,334 shares have been excluded in that such persons or groups
may be deemed to be affiliates. This determination of affiliates status is not
necessarily a conclusive determination for other purposes.

         As of March 21, 2000, the Company had 11,420,263 shares of its $.001
par value common stock issued and outstanding.

         Documents Incorporated by Reference:      None.

         Transitional Small Business Disclosure Format:  No.


                                        2

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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

         Entreport Corporation ("the Company") was formed under the laws of the
State of Florida on October 4, 1996.

         In March 2000, the Company completed its private placement by the Roth
Partners Inc. placement agents. The Company issued 3,537,500 shares of common
stock at $2.00 per share to private investors for net proceeds of approximately
$6.1 million. In conjunction with the offering, warrants to purchase 353,750
shares of the Company's stock were issued to the placement agent. The exercise
price is $2.00 per share and the warrants expire March 2005. In conjunction with
the offering, the company has signed a registration rights agreement to prepare
and file within 30 days from the termination date of the offering a registration
statement under the 1933 Act for purposes of registering the shares.

         In March 2000, the Company sold one of its test Websites, that had not
been launched, for 100,000 shares of common stock of Metrosplash.com Inc., a
Delaware Corporation. The Website was developed to target the African American
professional.


BUSINESS OF ISSUER

GENERAL

         We are a development stage company consolidating proprietary training
content in Web portals within industry segments through what we believe to be a
unique low-cost content and membership acquisition model. Our initial Web
portal, located at www.isucceed.com, is dedicated to the approximately 1,000,000
residential real estate agents located in the United States and Canada. As of
the date of this filing, we have entered into agreements with approximately 145
of the top real estate agents, speakers and trainers in North America pursuant
to which those parties have agreed to post their content and training on the
Internet at our real estate Web portal at no or very low cost to us. We intend
to launch our real estate Web portal in April 2000.

         Each of our portals are intended to provide rich content to specific
industry groups, including a broad array of resources and services such as:

         o     both live and recorded training          o      search engines
         o     e-mail                                   o      on-line shopping
         o     forums                                   o      chat rooms

Certain resources and services such as e-mail, forums, search engines, shopping
and training will be common to all portals. However, each portal will also
contain resources and services tailored to the needs and interests of the
specific industry group for that portal. By adopting this approach, we believe
that each portal will be of more utility to its targeted users than are the
majority of current portals which seek to attract the public at large.

                                        3

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OUR MARKET

         Our market includes those groups of professionals, independent
contractors, sales people and others that are large and cohesive enough to
represent a community of business people with similar business goals and needs.
These groups include nationwide members of industry segments, such as the
approximately 1,000,000 real estate agents in North America, or the employees
and agents of large national and international sales organizations. All of these
industry segments currently spend significant amounts of money on training,
information and other goods and services intended to fulfill or further their
business needs and goals.

         Our business plan is based on management's collective experience that
the members of many industry segments are currently under served in terms of
training and information relating to their industry and job functions. We
believe that the primary problem facing industry segments in need of training
and content is the ability to access the available training and content on a
timely and cost effective basis. Training and content has been traditionally
disseminated by way of live sessions and seminars and through the distribution
of books, audio and video tapes. However, these traditional methods typically
involve relatively high costs to the recipients and fail to ensure the
distribution of information on a timely basis.

         Our internal research and analysis suggests that the members of many
industry segments are willing to pay for a service that can deliver meaningful
training and content on a timely and cost effective basis. We believe that the
need within these industry segments and organizations for timely and cost
effective training and content presents a significant market opportunity for
EntrePort. We also believe that the training and information provided by our Web
portals will enhance the skills of the subscribers and increase their profit
potential.


OUR SOLUTION

         Our business model is designed to take advantage of the unique
opportunities offered by the Internet. The increasing use of the Internet as a
commercial medium has been accompanied by a diversification in the type of
commerce that is conducted on the Internet and a proliferation in the types of
products and services available on the Internet. The Internet has created a
dynamic and particularly attractive medium for business, empowering businesses
and consumers to distribute and gather more services and information than is
feasible with traditional commerce systems, to communicate and shop in ways that
can be more convenient for them and to interact with each other in many new
ways. As the Internet has become more accessible and widely used for
transactions, it has emerged as a primary business channel alongside the
telephone, paper-based communication and face-to-face interaction.

                                        4

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         We intend to address the need for business training and information
through the consolidation of proprietary training and content in Web portals
within industry segments. The Internet offers the opportunity to provide certain
targeted industry segments with training and information that is broader, more
current and more accessible than has previously been available, all at a lower
cost to the recipient. By consolidating content and presenting it in Web
portals, we will be able to offer our customers current training and information
that is accessible by them 24 hours a day, seven days a week for a relatively
low monthly membership fee.


OUR STRATEGY

         Our objective is to be the premier producer of Web portals directed at
industry specific audiences. To this end, we intend to position EntrePort as a
membership driven marketing model capable of generating multiple revenue streams
while, at the same time, generating product/services and members at no or little
cost to the company. In this respect, we believe that EntrePort has the ability
to offer a financial model unlike the majority of other e-commerce companies.
The key to our strategy is our proposed strategic alliances with industry
marketing experts. Many marketing experts derive their revenue from the sale of
proprietary marketing products, typically books, audio and video tapes. To this
end, marketers typically sponsor, at their expense, seminars and other means of
paid advertising for purposes of reaching their audience.

         We will offer these marketers the opportunity to post content, either
by way of text, audio or video tape, and sponsor seminars at our portals at no
cost to them. In addition, we will allow the marketers the opportunity to offer
their proprietary products for sale at our Web store. At the end of each content
posting or training segment, the marketers' products will be showcased and
members will be directed to our Web store where the products will be available
for purchase. We will not warehouse the products but will take orders, process
credit cards and pass along the order to the respective provider for shipments.
As of the date of this filing, we have signed agreements with approximately 145
of the top real estate agents, speakers and trainers in North America pursuant
to which those parties have agreed to provide us with commission on all sales of
their products through our Web store.

         In addition to content, we believe that our industry marketing experts
will provide access to significant numbers of portal subscribers at little or no
cost to us. We expect that the marketing experts that post content and sponsor
or participate in seminars will bring to the portal the same marketing audience
they have been selling to for years. Our primary marketing objective will be to
bring content to the public via live seminars and, thereby, capitalize on each
marketer's experience and ability to sign up a predictable amount of members at
the end of each seminar.

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         In summary, we believe that our business model offers the following
potential benefits and advantages:

         o        Access to leading edge content from recognized marketing
                  experts at no or little cost to us

         o        Access to the clients and followers of the marketing experts,
                  thereby creating an immediate significant base of potential
                  paying subscribers at little or no cost to us

         o        Allowing members and visitors to develop a relationship with
                  the marketing experts, thereby increasing loyalty, retention
                  and product sales

         o        Creation of a deep content library deliverable on demand to
                  members

OUR PRODUCTS AND SERVICE

         We intend to develop Web portals at which we will offer general
information, communication tools, training and other goods and services to
members of certain industry specific Internet communities. These Web portals
will be accessible by the general public, however, only established subscribers
or registered visitors will be permitted to use our portals as the case may be.

         Our Web portals will be accessible by a minimum hardware configuration
consisting of a 486 personal computer with Windows `95 or greater, with 16
megabytes of RAM, 20 megabytes of free hard disk space, a 14,400 modem and an
Internet connection. All services will be provided in a Windows-based menu
driven format with "point and click" interactivity. Persons who wish to use our
Web portals will be able to subscribe over the Internet by completing an
application available at the Web portal, opening an account and making a deposit
with us via credit card. In May 1999, we were approved as a credit card merchant
by Imperial Bank.

         Our portals will provide rich content to specific industry groups. Each
portal will offer a broad array of resources and services such as e-mail,
forums, search engines, and on-line shopping as well as both live and recorded
training. Certain resources and services such as e-mail, forums, search engines,
shopping and training will be common to all portals. However, each portal will
also contain resources and services tailored to the needs and interests of the
particular industry group for that portal. By adopting this approach, we believe
that each portal will be of more utility to its targeted users than are the
majority of current portals which seek to attract the public at large.

         Our first Web portal will be located at www.isucceed.com and will be
aimed at real estate professionals in the United States and Canada. According to
the National Association of Realtors there are over 720,000 realtors in the
United States alone. The U.S. Census Bureau estimates that in 1998, this
industry employed 1,231,471 people and generated over $141 billion in revenue.

                                        6

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         We believe, based on our internal marketing analysis and discussions
with senior executives in the real estate industry, that the real estate
industry is looking to increase operating efficiencies and profits through the
deployment of computer/Internet technologies, particularly in the area of sales
training. We will offer membership based on-line training for real estate
professionals.

         We expect that the real estate portal will become operational in April
2000. We expect that the initial content will include subjects as:

         o    listing for profit                      o     pricing strategies
         o    profiting on "for sale by owners"       o     agent referrals
         o    target marketing systems                o     zero cost programs
         o    pre-list packaging                      o     customer service
         o    virtual home tours                      o     referrals to home
                                                            buyers

         We intend to replicate our initial portal
for additional industry specific groups large and cohesive enough to support an
Internet community. We are currently working with a team of marketing experts
whose job is to develop additional portals, including the development of a
database of programming ideas and the retention of recognized industry talent to
provide content and members. Our goal is to become the leading on-line, industry
specific portal service.

MARKETING

         As noted above, we intend to market our Web portals primarily through
proposed strategic alliances with industry marketing experts. We also intend to
market our products and services through a combination of on-line and off-line
advertising, including traditional industry print, targeted direct mail,
telemarketing (phone, fax and e-mail) and through the visibility created by the
seminars hosted or sponsored by us.

         We intend to use a direct sales force as well as alternative
distribution channels. Through the combination of a direct sales force and
alternative distribution channels, we believe we will be able to more rapidly
access markets and increase revenue-producing traffic on our portal network. To
implement our distribution strategy, we intend to develop an in-house direct
sales force to market our portal products and services directly to large
corporations in the target markets. In addition, the direct sales force will
target national and international accounts and target large audiences through an
aggressive seminar program.

         As part of our distribution strategy, we are developing several
alternative distribution channels, including agents and resellers. Agents and
resellers will be independent individuals and organizations, respectively,
selling our portal services in exchange for revenue based commissions.

                                        7

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COMPETITION

         The market for members, visitors and Internet advertising is new and
rapidly evolving, and competition for members, visitors and advertisers is
intense and is expected to increase significantly in the future. Barriers to
entry are relatively insubstantial. We believe that the principal competitive
factors for companies seeking to create communities on the Internet are critical
mass, functionality, brand recognition, member affinity and loyalty, broad
demographic focus and open access to visitors. Other companies who are primarily
focused on creating Web-based communities on the Internet are GeoCities,
Tripod/Lycos, Angelfire, Xoom and theglobe.com. We will likely also face
competition in the future from Web directories, search engines, software
archives, content sites, commercial on-line services, sites maintained by ISPs
and other entities that attempt to or establish communities on the Internet by
developing their own or purchasing one of our competitors. In addition, we could
face competition in the future from traditional media companies, a number of
which, including Disney, CBS and NBC, have recently made significant
acquisitions of or investments in Internet companies. Further, there can be no
assurance that our competitors and potential competitors will not develop
communities that are equal or superior to or that achieve greater market
acceptance than ours.

         We also compete for visitors with many Internet content providers and
ISPs, including Web directories, search engines, shareware archives, content
sites, commercial on-line services and sites maintained by ISPs, as well as
thousands of Internet sites operated by individuals and government and
educational institutions. These competitors include free information, search and
content sites or services, such as AOL, CNET, CNN/Time Warner, Excite, Infoseek,
Lycos, Netscape, Microsoft and Yahoo!.

         We also compete with the foregoing companies, as well as traditional
forms of media such as newspapers, magazines, radio and television, for
advertisers and advertising revenue. We believe that the principal competitive
factors in attracting advertisers include the amount of traffic on our Web site,
brand recognition, customer service, the demographics of our members and
viewers, or ability to offer targeted audiences and the overall
cost-effectiveness of the advertising medium offered by us. We believe that the
number of Internet companies relying on Web-based advertising revenue will
increase greatly in the future. Accordingly, we will likely face increased
competition, resulting in increased pricing pressures on our advertising rates
which could in turn have a material adverse effect on our business, results of
operations and financial condition.

         Virtually all of our existing and potential competitors, including Web
directories and search engines and large traditional media companies, have
longer operating histories in the Web market, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than us. Such competitors are able to undertake more extensive
marketing campaigns for their brands and services, adopt more aggressive
advertising pricing policies and make more attractive offers to potential
employees, distribution partners, commerce companies, advertisers and third


                                        8

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party content providers. There can be no assurance that Internet content
providers and ISPs, including Web directories, search engines, shareware
archives, sites that offer professional editorial content, commercial on-line
services and sites maintained by ISPs will not be perceived by advertisers as
having more desirable Web sites for placement of advertisements. In addition,
many of our potential current advertising customers and strategic partners have
established collaborative relationships with certain of our competitors or
potential competitors, and other high-traffic Web sites. Accordingly, there can
be no assurance that we will be able to develop and grow our memberships,
traffic levels and advertiser customer base. There can also be no assurance that
we will be able to compete successfully against our current or future
competitors or that competition will not have a material adverse effect on our
business, results of operations and financial condition.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

         We regard our technology as proprietary and attempt to protect it by
relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods. We
currently have no patents or patents pending and do not anticipate that patents
will become a significant part of our intellectual property in the foreseeable
future. We generally enter into confidentiality or license agreements with our
employees and consultants, and generally control access to and distribution of
our documentation and other proprietary information. Despite these precautions,
it may be possible for a third party to copy or otherwise obtain and use our
proprietary information without authorization or to develop similar technology
independently. We intend to pursue the registration of our service marks in the
United States and internationally, and have applied for the registration in the
United States for the service mark "EntrePort." Effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which our services are distributed or made available through the
Internet, and policing unauthorized use of our proprietary information will be
difficult.

         Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any proprietary rights of ours or other companies within
this market. There can be no assurance that the steps taken by us will prevent
misappropriation or infringement of our proprietary information. Any such
infringement or misappropriation, should it occur, might have a material adverse
effect on our business results of operations and financial condition. In
addition, litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets or to determine the validity and
scope of the proprietary rights of others. Such litigation might result in
substantial costs and diversion of resources and management attention and could
have a material adverse effect on our business, results of operations and
financial condition. Furthermore, there can be no assurance that our business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against us.

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TECHNOLOGICAL CAPABILITY AND SUPPORT

         We have engaged Stellcom, a Web development company located in San
Diego, California, to build our Web portals. We will hire personnel to
internally manage and service the portals on a daily basis. We believe that this
strategy will be the most efficient and productive method of building our portal
network.

         We intend to provide a high level of customer support to our customer
base. We intend to provide technical and customer service support via our
corporate e-mail, 24 hours a day, seven days a week. In addition to the support
channel, we intend to provide for instant messaging and support for chat rooms.
To assist in providing quality and responsive support, we intend to develop or
acquire software programs that record, acknowledge, route, queue and generate
reports on e-mail.


EMPLOYEES

         As of March 15, 2000, we employ 24 people on a full-time basis and we
intend to employ an additional 15 to 20 people over the next 90 days. None of
our employees are covered by an ongoing collective bargaining agreement with us
and we believe that our relationship with our employees is good.



ITEM 2. PROPERTIES

         Our executive offices are located in San Diego, California and consist
of 3,000 square feet of office space. We lease this space pursuant to a three
year lease expiring on March 31, 2002, at the rate of $3,345 per month. We will
require an additional 15,000 to 20,000 square feet of office space during
Quarter 2 of fiscal 2000 and are presently negotiating for leased space in the
San Diego area, at a rate ranging from approximately $20,000 to $25,000 per
month. We believe there is an adequate supply of suitable office space available
for lease on terms acceptable to us.



ITEM 3. LEGAL PROCEEDINGS

          The Company is not a party to any material litigation.



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

         No matters were submitted to a vote of security holders during the
quarter ended December 31, 1999.

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                                     PART II



ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

         The Company's common stock has been listed on the NASD's OTC Bulletin
Board under the symbol "ERTE" since October 1998. From inception of trading
through March 21, 2000, the high and low last sale prices were $10.125 per share
and $ 0.0625 per share, respectively. The Company considers its common stock to
be "thinly traded" and that any reported bid or sale prices may not be a true
market-based valuation of the common stock.

         As of March 21, 2000, there were approximately 132 record holders of
the Company's common stock.

         The Company has not paid any cash dividends since its inception and
does not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.

         In the last fiscal year, the Company has sold and issued the following
unregistered securities:

COMMON STOCK

         In February 1999, the Company retired 4,410,000 shares of company stock
from an original founder of the Company, for no consideration. Additionally, in
March 1999, the Company issued 5,400,000 shares of common stock to various
initial investors, and key employees, including a current Board member for
services rendered.

         In June 1999, the Company issued 267,500 shares of common stock, as a
result of the conversion of convertible notes payable.

         In August 1999, the Company sold 99,710 shares of common stock for
$199,420 in a private placement.

         In December 1999, the Company issued 1,284,430 shares of common stock
in a private placement for gross cash proceeds of $2,568,860. The Company
incurred $38,185 in offering costs, and issued 133,334 shares of common stock to
a financial consultant for services rendered (valued at $266,668). These costs
have been charged as a reduction to additional paid-in capital.

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         In November 1999, the Company issued 25,000 shares of common stock, as
a result of an agreement to extend two loans. In December 1999, the Company also
issued 10,000 shares of common stock to a vendor for Web development services
(valued at $20,000).

COMMON STOCK WARRANTS

         Periodically, the Company will issue warrants to outside consultants in
lieu of stock options. During the period October 4, 1996 (inception) through
December 31, 1999, the Company issued 10,000 warrants at a $1.00 exercise price.
The warrants are exercisable at December 31, 1999 and expire in October 2002.

STOCK OPTIONS

         During the year ended December 31, 1999, the Company granted options to
purchase an aggregate of 1,810,000 shares of Common Stock at exercise prices
ranging from $0.10 to $5.00 per share. No consideration was paid to the Company
by any recipient of any of the foregoing options for the grant of any such
options.

                                       12

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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


PLAN OF OPERATIONS

         EntrePort is a development stage company engaged in the business of
developing Web portals on the Internet for purposes of offering information,
communication tools and training to members of certain industry specific
Internet communities. As of the date hereof, we have not completed the
development of any of our proposed Web portals nor otherwise commenced material
revenue producing operations. We expect to complete our initial Web portal
devoted to residential real estate agents in April 2000. Our activities to date
have included the market analysis for and development of our initial Web portals
and obtaining equity and financing.

         In early 1999, we conducted in-house beta testing of several industry
specific Web portals, for which we received $11,911 in revenue during the year
ended December 31, 1999.

         We intend to generate revenue through:

         o        membership fees charged to subscribers to our Web portals

         o        advertising income from third party advertisers at our Web
                  portals

         o        percentage interests in the income derived by third parties
                  who provide seminars, training and speeches at our Web portals

         o        commissions earned on the sale of products and services at our
                  Web store



LIQUIDITY AND CAPITAL RESOURCES

         We have financed our activities to date through the sale of debt and
equity securities. From March through May 1999, we conducted the private
placement sale of convertible notes payable for gross proceeds of $695,000. The
notes were in the aggregate principal amount of $695,000 and bore interest on
the principal amount at the rate of six percent (6%) per annum. The principal
amount of the notes were convertible into shares of common stock at the rate of
$2.00 to $3.00 per share. In June 1999, all $695,000 in principal was converted
into a total of 267,500 shares of common stock. In August 1999, the Company sold
99,710 shares of common stock for $199,420 in a private placement. Additionally,
during the period August to December 1999, we conducted the private placement
sale of 1,284,430 shares of common stock at $2.00 per share for gross proceeds
of $2,568,860.

         As of December 31, 1999 we had working capital of $1,185,869, however
in March 2000 we completed our Roth Partners Inc. private placement. We issued
3,337,500 shares of common stock issued at $2.00 per share for net proceeds of
approximately $6.1 million.



                                       13

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         Our plan of operations over the next 12 months includes the expected
completion of our initial Web portal devoted to real estate and the development
of other industry specific Web portals. The Company believes that its current
cash balance, which includes the additional $6.1 million in additional equity
financing raised through March 20, 2000 will be sufficient to fund the current
plan of operations for at least the remainder of the fiscal year.

YEAR 2000 COMPLIANCE

         As of the date of this filing, nothing has come to our attention that
would indicate that any of our computer software applications, or those of our
information suppliers and software licensers, are unable to operate accurately
after January 1, 2000. However, we have been advised that the consequences of a
Year 2000 failure may not become apparent for several weeks (or months)
following January 1, 2000. We previously have appointed a Year 2000 Committee to
assess the scope of our risks in this regard and adopt appropriate measures to
bring our applications into compliance. To date, the costs associated with this
project have been insignificant. However, no definitive assurance can be given
that all of our systems are Year 2000 compliant or that the impact of our
failure to achieve substantial Year 2000 compliance will not have a material
adverse effect on our business, financial condition or results of operations.


FORWARD-LOOKING STATEMENTS

         This filing contains forms of forward-looking statements that are based
on our beliefs as well as assumptions made by and information currently
available to us. When used in this filing, the words "believe," "expect,"
"anticipate," "estimate," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions, which are identified and described in this "Risk
Factors" section. Should one or more of this risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, or projected. We caution potential
investors not to place undue reliance on any such forward-looking statements,
all of which speak only as of the date made.

         You should carefully consider the following risk factors and the other
information in this memorandum before investing in our common stock. Our
business and results of operations could be seriously harmed by any of the
following risks. The trading price of our common stock could decline due to any
of these risks, and you may lose part or all of your investment. In addition to
those risks identified elsewhere in this Annual Report on Form 10-K|SB, the
Company's business and results of operations are subject to other risks,
including the following risk factors:

         WE ARE A DEVELOPMENT STAGE COMPANY. We were founded in 1996 and began
our current Internet-based business in March 1999. We are a development stage
company and we have no significant operating history. As of the date of this
filing, we have not completed the development of any of our proposed Web portals
nor otherwise commenced meaningful revenue producing operations. Our activities
to date have included the market analysis for and development of our initial Web
portals.

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         Our primary business purpose is to develop Web portals at which we will
offer general information, communication tools, training and other goods and
services to members of certain industry specific Internet communities. As a new
company, our prospects are subject to all risks, expenses, and uncertainties
frequently encountered by companies in the new and rapidly evolving markets for
Internet-related products and services. In addition, we are subject to all of
the risks, uncertainties, expenses, delays, problems, and difficulties typically
encountered in the establishment of a new business and the development of new
services and processes. We expect that unanticipated expenses, problems, and
technical difficulties may occur, which may result in material delays both in
the completion of our Web portals and in offering our services to the market. We
expect to continue to incur operating losses until such time as we can derive
meaningful revenues from our Web portals.

         FINANCIAL CONDITION; BEST EFFORTS OFFERING; ADDITIONAL FINANCING. From
our inception in October 1996 to December 31, 1999, we generated revenues of
only $12,000 and incurred a cumulative loss of $1,898,000. The development,
sales, marketing and support of our business will require continued substantial
expenditures for the foreseeable future, which could result in additional
operating losses. The Company has funded the development to date substantially
through equity financing. Any failure by the Company to maintain its external
funding sources or be profitable in the future or that present capital and any
funds provided by operations will be sufficient to fund the Company's future
capital requirements.

         OUR BUSINESS MODEL IS NEW AND HAS NOT BEEN PROVEN BY US OR ANYONE ELSE.
We are engaged in the business of developing Web portals dedicated to offering
general information, communication tools, training and other goods and services
to members of certain industry specific Internet communities. We have not
commenced commercial operations based on our business model and, to our
knowledge, no other business has engaged in operations primarily devoted to
offering general information, communication tools, training and other goods and
services to members of industry specific Internet communities. While we believe
that the uniqueness of our business model offers certain potential advantages,
that same uniqueness also offers potential risks associated with the development
of a business model that is untried and unproven. While there are certain
businesses that are engaged primarily in the business of developing communities
of personalized Web sites and portals, these businesses are not as target
specific as we are and their success may not be an indicator of our potential
success.

         BECAUSE WE HAVE FEW PROPRIETARY RIGHTS, OTHERS CAN PROVIDE PRODUCTS AND
SERVICES SUBSTANTIALLY EQUIVALENT TO OURS. We hold no patents. We believe that
most of the technology used by us in the design and implementation of our Web
portals is generally known and available to others. Consequently, others can
design and implement Web portals substantially equivalent to ours. We rely on a
combination of confidentiality agreements and trade secret law to protect our
confidential information. In addition, we restrict access to confidential

                                       15

<PAGE>

information on a "need to know" basis. However, there can be no assurance that
we will be able to maintain the confidentiality of our proprietary information.
If our trademark or other proprietary rights are violated, or if a third party
claims that we violate their trademark or other proprietary rights, we may be
required to engage in litigation. Proprietary rights litigation tends to be
costly and time consuming. Bringing or defending claims related to our
proprietary rights may require us to redirect our human and monetary resources
to address those claims.

         WE ARE DEPENDENT UPON OUR KEY PERSONNEL. Our performance is
substantially dependent on the continued services and on the performance of our
senior management and other key personnel, particularly David D'Arcangelo and
William Shue. We currently have three year employment agreements in place with
Messrs. D'Arcangelo and Shue. In addition, we plan to obtain "key person" life
insurance for our key personnel, however, at this time, no such policies are in
effect. Our performance will also depend upon our ability to retain and motivate
other officers and key employees. The loss of the services of any of our
executive officers or other key employees could have a material adverse effect
on our business, prospects, financial condition and results of operations. Our
future success also depends on our ability to identify, attract, hire, train,
retain and motivate other highly skilled technical, managerial, merchandising,
marketing and customer service personnel. Competition for such personnel is
intense, and there can be no assurance that we will be able to successfully
attract, assimilate or retain sufficiently qualified personnel. The failure to
retain and attract the necessary technical, managerial, merchandising, marketing
and customer service personnel could have a material adverse effect on our
business, prospects, financial condition and results of operations.

         WE MAY BE SUBJECT TO CLAIMS AS A RESULT OF INFORMATION PUBLISHED ON,
POSTED ON OR ACCESSIBLE FROM OUR INTERNET SITES. We may be subject to claims of
defamation, negligence, copyright or trademark infringement (including
contributory infringement) or other claims relating to the information contained
on our Web portals, whether written by us or third parties. These types of
claims have been brought against on-line services in the past and can be costly
to defend regardless of the merit of the lawsuit. Although recent federal
legislation protects on-line services from some claims when the material is
written by third parties, this protection is limited. Furthermore, the law in
this area remains in flux and varies from state to state. While no claims have
been made against us to date, our business could be seriously harmed if one were
asserted.

         WE ARE SUBJECT TO RISKS ASSOCIATED WITH DEPENDENCE ON THE INTERNET AND
INTERNET INFRASTRUCTURE DEVELOPMENT. Our success will depend in large part on
continued growth in, and the use of, the Internet. There are critical issues
concerning the commercial use of the Internet which remain unresolved. The
issues concerning the commercial use of the Internet which we expect to effect
the development of the market for our products and services include:

                 o  security                        o  ease of access
                 o  reliability                     o  quality of service
                 o  cost

                                       16

<PAGE>

Demand and market acceptance of the Internet are subject to a high level of
uncertainty and are dependent on a number of factors, including the growth in
consumer access to and acceptance of new interactive technologies that
facilitate interactive communications between organizations and targeted
audiences. If the Internet fails to develop or develops more slowly than we
expect as a commercial or business medium, it will adversely affect our
business.

         NO DIVIDENDS. We have not paid any cash dividends to date and do not
expect to pay dividends for the foreseeable future. We intend to retain
earnings, if any, as necessary to finance the operation and expansion of our
business.

         NO ACTIVE TRADING MARKET. Our common shares are traded on the NASD's
OTC Bulletin Board under the symbol "ERTE." On March 21, 2000, the last reported
sale price of the common stock on the OTC Bulletin Board was $9.75 per share.
The range of last sale prices of our stock over the previous 52 weeks included a
high and low of $10.125 and $.0625, respectively. However, we consider our
common stock to be "thinly traded" and any last reported sale prices may not be
a true market-based valuation of our common stock.

         NO ASSURANCES OF NASDAQ LISTING. We intend to apply for a listing of
our common stock on the NASDAQ Small Cap Stock Market as soon as practicable.
However, in order to meet the NASDAQ's objective listing criteria, we require
$4,000,000 in net tangible assets plus additional tangible assets in the
approximate amount of our projected cumulative negative cash flow until such
time as we expect to operate profitably. Based on our net tangible assets as of
December 31, 1999, we believe that we will need the net proceeds from the sale
of substantially all of the shares offered during our private offering that
concluded in March 2000 (approximately $6.1 million) in order to qualify for a
NASDAQ Small Cap listing. However, we cannot give you any assurance that our
common stock will qualify for a listing. In addition, the NASDAQ Small Cap Stock
Market has certain subjective criteria for listing applications. Even if we are
successful in selling the maximum number of shares offered hereby, there can be
no assurance that the NASDAQ will list our common stock on the NASDAQ Small Cap
Stock Market.


                                       17
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

         The selected historical financial data set below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's historical financial statements and
the notes thereto included elsewhere in this Annual Report on Form 10-KSB.

<TABLE>
<CAPTION>

                                                                                         For the Period
                                                                                        October 4, 1996
                                                                                          (inception)
                                                        Years ended December 31,             through
                                                 --------------------------------------   December 31,
STATEMENT OF OPERATIONS DATA:                             1999             1998               1999
                                                 ---------------------------------------------------------
<S>                                                <C>                <C>                <C>
Revenues                                           $        11,911                  -    $        11,911
Operating expenses:
   Research and development                                 97,579                  -             97,579
   Marketing, general and administrative                 1,796,990                800          1,802,815
                                                 ---------------------------------------------------------
      Total operating expenses                           1,894,569                800          1,900,394
                                                 ---------------------------------------------------------
Loss from operations                                    (1,882,658)              (800)        (1,888,483)
Net Loss                                           $    (1,891,812)   $          (800)   $    (1,897,637)
Net loss per share (basic and diluted)(1)          $          (.31)   $             -
Weighted average common shares
   outstanding - (basic and diluted) (1)                 6,068,605          5,025,000

</TABLE>

                                                         December 31,
                                                    1999               1998
                                               --------------------------------
BALANCE SHEET DATA:
Cash and cash equivalents                        $1,458,139       $        -
Working capital                                   1,185,869                -
Total assets                                      2,433,618                -
Total stockholders' equity                        1,955,951                -


(1) See note 1 of the notes to the financial statements for a description of the
computation of net loss per share and the number of shares used in the per share
calculation.


                                       18
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS


         The financial statements and related notes thereto required by this
item are listed and set forth in a separate section of this report following the
index to exhibits.



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

         In July 1999, we dismissed Barry L. Friedman, Certified Public
Accountant, as our independent auditor and appointed Ernst & Young LLP as
independent auditors. Mr. Friedman had previously audited our financial
statements as of and for the fiscal years ended December 31, 1998, 1997 and
1996. The decision to change independent auditors was approved by our Board of
Directors. During the fiscal year ended December 31, 1998 and through July 1999,
there were no disagreements between us and Mr. Friedman on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which disagreements if not resolved to the satisfaction of
Mr. Friedman would have caused him to make reference to the subject matter of
the disagreement in connection with his reports.


         Except for the explanatory paragraph included in Mr. Friedman's report
on our financial statements for the 1998, 1997 and 1996 fiscal years, relating
to substantial doubt existing about our ability to continue as a going concern,
the audit reports of Mr. Friedman on our financial statements as of December 31,
1998, 1997 and 1996 did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.

                                       19

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, AND EXECUIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

EXECUTIVE OFFICERS OF THE REGISTRANT

         Set forth below are the directors and officers of EntrePort.

<TABLE>
<CAPTION>

         Name                             Age                   Position
         ----                             ---                   --------

<S>                                       <C>           <C>
David J. D'Arcangelo                      44            Chairman of the Board

William A. Shue                           43            President, Chief Executive Officer,
                                                        Chief Financial Officer, Secretary and
                                                        Director

Richard J. Kurtz                          33            Senior Vice President - Real Estate Portal

Tony Acone                                56            Director

</TABLE>

         Mr. D'Arcangelo has served as Chairman of our Board of Directors since
February 17, 1999. From February 17, 1999 to March 21, 1999, Mr. D'Arcangelo
also served as our President and Chief Executive Officer. From 1994 to 1999, Mr.
D'Arcangelo served as President of the D'Arcangelo Companies, a business
marketing and training consulting firm. Mr. D'Arcangelo's book, "Wealth Starts
at Home," published by McGraw-Hill, was released in 1997.

         Mr. Shue has served as our President, Chief Executive Officer, Chief
Financial Officer, Secretary and as a director since April 17, 1999. >From 1994
to 1999, Mr. Shue served as an independent consultant to the seminar production
industry. Mr. Shue was a co-founder of Caribiner International, Inc., a
NYSE-listed business communications company, and served as President of
Caribiner International from 1986 to 1993.

         Mr. Kurtz has served as our Senior Vice President-Real Estate since
June 22, 1999. From 1994 to 1999, Mr. Kurtz served as President of Resource
Dynamics, a real estate training and development consulting firm.

         Mr. Acone has served as a director since November 1999. Mr. Acone was a
co-founder of Prime Ticket Sports Network and served as President of that
company from 1985 to 1989 and Assistant to the Chairman from 1989 to 1994, at
which time Prime Ticket was sold to Fox Sports Television Network. Mr. Acone has
been a private investor since 1994.

                                       20

<PAGE>

Web Portal Advisory Boards

         We intend to form advisory boards for each of our Web portals made up
of experts and leading representatives of the industry segment serviced by the
portal. Our initial advisory board dedicated to our real estate portal has been
organized and its initial meeting took place in September 1999. The real estate
advisory board is made up of 14 persons and includes top producing and highly
recognized real estate agents and influential corporate representatives from
real estate software companies, mortgage brokers and title companies.

SECTION 16 (a) FILING

         Our officers and directors did not file the Section 16 (a) filing on a
timely basis.


                                       21

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         Cash Compensation of Executive Officers. The following table sets forth
the cash compensation paid to the Chief Executive Officer and to all other
executive officers for services rendered during the fiscal years ended December
31, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                                                                     Long-Term
                                      Annual Compensation                          Compensation
                             --------------------------------------------  -----------------------------
                                                                                         Common Shares    All
                                                               Other        Restricted      Underlying    Other
                                                               Annual         Stock      Options Granted  Compen-
  Name and Position           Year      Salary      Bonus   Compensation     Awards         (Shares)      sation
---------------------------  ------------------------------ -------------  ------------ ----------------- ----------
<S>                           <C>   <C>             <C>         <C>            <C>               <C>         <C>
David J. D'Arcangelo,         1999  $70,833         $ 0         $ 0            $ 0                50,000     $ 0
Chairman (1)                  1998  $     0         $ 0         $ 0            $ 0                   -0-     $ 0
                              1997  $     0         $ 0         $ 0            $ 0                   -0-     $ 0

William A. Shue,              1999  $62,500         $ 0         $ 0            $ 0               300,000     $ 0
President and CEO (2)         1998  $     0         $ 0         $ 0            $ 0                   -0-     $ 0
                              1997  $     0         $ 0         $ 0            $ 0                   -0-     $ 0

Richard Kurtz, Senior         1999  $114,230        $ 0         $ 0            $ 0               300,000     $ 0
Vice President (3)            1998  $      0        $ 0         $ 0            $ 0                   -0-     $ 0
                              1997  $      0        $ 0         $ 0            $ 0                   -0-     $ 0

</TABLE>

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

(1)      Commencing March 17, 1999, EntrePort has paid Mr. D'Arcangelo a salary
         of $100,000 per year.

(2)      Commencing April 17, 1999, EntrePort has paid Mr. Shue a salary of
         $100,000 per year.

(3)      Commencing June 22, 1999, EntrePort has paid Mr. Kurtz a salary of
         $220,000 per year.

                                       22

<PAGE>
<TABLE>
<CAPTION>

                                     Option/SAR Grants in 1999 Fiscal Year
                                               Individual Grants
-------------------------------------------------------------------------------------------------------------------
                                    Number of
                                   Securities
                                 Underlying         % of Total Options/SARs      Exercise or
                                Options/SARs        Granted to Employees in       Base Price
          Name                  Granted                   Fiscal Year             Per Share       Expiration Date
-------------------------   ---------------------   -------------------------   ---------------  -----------------
<S>                               <C>                         <C>                <C>               <C>
David J. D'Arcangelo               50,000                      3%                   $1.00          April 1, 2004
Chairman

William Shue                      300,000                     17%                   $1.00          April 1, 2004
President and
CEO

Richard Kurtz                     300,000                     17%                150,000 shares    April 1, 2004
Senior Vice President                                                              at $2.50;
                                                                                    150,000
                                                                                   shares at
                                                                                     $3.00
</TABLE>

         COMPENSATION OF DIRECTORS. All of our directors receive reimbursement
for out-of-pocket expenses for attending Board of Directors meetings. We intend
to appoint additional members to the Board of Directors, including outside or
non-officer members to the board. Any outside directors may receive an
attendance fee for each meeting of the Board of Directors. From time to time we
may engage certain members of the Board of Directors to perform services on
behalf of the Company and will compensate such persons for the services which
they perform.

Limitation of Liability of Directors and Indemnification of Directors and
Officers

         The Florida General Corporation Law provides that corporations may
include a provision in their Articles of Incorporation relieving directors of
monetary liability for breach of their fiduciary duty as directors, provided
that such provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful payment
of a dividend or unlawful stock purchase or redemption, or (iv) for any
transaction from which the director derived an improper personal benefit. Our
Articles of Incorporation provide that directors are not liable to the Company
or its stockholders for monetary damages for breach of their fiduciary duty as
directors to the fullest extent permitted by Florida Law. In addition to the
foregoing, our Bylaws provide that we may indemnify directors, officers,
employees or agents to the fullest extent permitted by law and we have agreed to
provide such indemnification to each of our directors.

                                       23

<PAGE>

         The above provisions in EntrePort's Articles of Incorporation and
Bylaws and in the written indemnity agreements may have the effect of reducing
the likelihood of derivative litigation against directors and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their fiduciary duty, even though such an action, if successful, might
otherwise have benefited us and our stockholders. However, we believe that the
foregoing provisions are necessary to attract and retain qualified persons as
directors.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of EntrePort
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


         The following table sets forth certain information regarding the
beneficial ownership of our common stock as March 21, 2000 by (i) each person
who is known to be the beneficial owner of more than five percent (5%) of the
issued and outstanding shares of common stock, (ii) each of our directors and
executive officers and (iii) all directors and executive officers as a group.

<TABLE>
<CAPTION>

         Name and Address                 Number of Shares             Percentage
------------------------------------  --------------------------  ---------------------
<S>                                           <C>                        <C>
David J. D'Arcangelo (2)(3)                   2,780,334                  24.4%
William A. Shue (2)(4)                        1,600,000                  14.0%
Richard J. Kurtz (2)(5)                        400,000                    3.5%
Tony Acone(2)(1)                               175,000                    1.5%
All officers and directors
as a group (6)                                4,955,334                  43.4%
</TABLE>


                                       24
<PAGE>

(1)      Includes options granted to Mr. Acone to purchase 150,000 shares of
         common stock.

(2)      Address is 10455 Sorrento Valley Road, Suite 204, San Diego, California
         92121.

(3)      Includes options granted to Mr. D'Arcangelo to purchase 50,000 shares
         of common stock.

(4)      Includes options granted to Mr. Shue to purchase 300,000 shares of
         common stock.

(5)      Includes options granted to Mr. Kurtz to purchase 300,000 shares of
         common stock.

(6)      Includes options granted to officers and directors to purchase an
         aggregate of 800,000 shares of common stock.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company held notes payable totaling $50,000 and $20,000 to David D'Arcangelo
during 1999. The notes were issued to obtain cash for operations and bore
interest at a rate of 8.0% per annum. At March 21,2000 $20,000 remains
outstanding. The outstanding note matures in July 2000.

                                       25

<PAGE>

Item 13a. Exhibits:

Exhibit Number             Description of Document
--------------             -----------------------

3.1*                    Certificate of Incorporation of the Company

3.2*                    Bylaws of the Company

3.3*                    Certificate of Amendment of Articles of Incorporation

4.1*                    Specimen of Common Stock Certificate

10.1*                   Entreport Corporation 1999 Stock Option Plan

10.2                    Securities Purchase Agreement with Metrosplash.com Inc.

10.3                    Registration Rights Agreement

16                      Letter of Change in Accountants

21.1*                   List of Subsidiaries

27.1                    Financial Data Schedule


* Filed as exhibit to the Registrant's Form 10-SB Filed August 4, 1999.


(b) The Registrant filed no reports on Form 8-K during the fourth quarter of the
fiscal year ended December 31, 1999.


c) Exhibits


                                       26


<PAGE>


SIGNATURES

    In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       ENTREPORT CORPORATION,
                                       A Florida Corporation



Dated: March 30, 2000
                                   By:/s/ William A. Shue
                                     -------------------------------------------
                                     William A. Shue, Chief Executive Officer


                                   By:/s/ Ronald D. Suokko
                                     -------------------------------------------
                                     Ronald D. Suokko, Chief Accounting Officer


                                   By:/s/ David J. D'Arcangelo
                                     -------------------------------------------
                                     David J. D'Arcangelo, Chairman of the Board


                                   By:/s/ Tony Acone
                                     -------------------------------------------
                                     Tony Acone, Director


                                       27

<PAGE>

<TABLE>

                          INDEX TO FINANCIAL STATEMENTS

                              ENTREPORT CORPORATION

                          (a development stage company)
<CAPTION>



<S>                                                                                    <C>
Report of Ernst & Young LLP, Independent Auditors......................................F-1
Balance Sheets at December 31, 1999 and 1998...........................................F-2
Statements of Operations for the years ended December 31, 1999, 1998 and for
  the period from October 4, 1996 (inception) to December 31, 1999.....................F-3
Statements of Changes in Stockholders' Equity (Deficit) for the years ended
  December 31, 1999, 1998 and for the period from October 4, 1996 (inception)
  to December 31, 1999.................................................................F-4
Statements of Cash Flows for the years ended December 31, 1999, 1998 and for
  the period from October 4, 1996 (inception) to December 31, 1999.....................F-5
Notes to Financial Statements..........................................................F-6
</TABLE>

<PAGE>

                         Report of Independent Auditors

The Board of Directors and Stockholders
EntrePort Corporation

We have audited the accompanying balance sheets of EntrePort Corporation (a
development stage company) as of December 31, 1999 and 1998, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended December 31, 1999 and 1998, and for the period October 4, 1996
(inception) through December 31, 1999. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the 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 audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EntrePort Corporation (a
development stage company) at December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998,
and the period October 4, 1996 (inception) through December 31, 1999, in
conformity with accounting principles generally accepted in the United States.


                                                   /S/  ERNST & YOUNG LLP
March 21, 2000

                                       F-1

<PAGE>
<TABLE>

                                        EntrePort Corporation
                                    (a development stage company)

                                           Balance Sheets
<CAPTION>

                                                                                 DECEMBER 31,
                                                                             1999          1998
                                                                       -----------------------------
<S>                                                                      <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                             $1,458,139     $       -
   Other current assets                                                     205,397             -
                                                                       -----------------------------
Total current assets                                                      1,663,536             -

Investment in Sportsware Technologies, Inc.                                 399,500             -
Property and equipment at cost, net                                          97,317             -
Website development costs                                                   181,381             -
Deferred offering costs                                                      85,194             -
Other assets                                                                  6,690             -
                                                                       -----------------------------
                                                                         $2,433,618     $       -
                                                                       =============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                      $  194,268     $       -
   Accrued liabilities                                                      263,399           800
   Note payable to officer                                                   20,000             -
                                                                       -----------------------------
Total current liabilities                                                   477,667           800

Stockholders' equity (deficit):
   Common stock, $.001 par value; 50,000,000 shares
     authorized, 7,834,974 and 5,025,000 issued and outstanding
     at December 31, 1999 and 1998, respectively                              7,835         5,025
   Additional paid-in capital                                             3,845,753             -
   Deficit accumulated during the development stage                      (1,897,637)       (5,825)
                                                                       -----------------------------
Total stockholders' equity (deficit)                                      1,955,951          (800)
                                                                       -----------------------------
                                                                         $2,433,618     $       -
                                                                       =============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       F-2

<PAGE>
<TABLE>

                                             EntrePort Corporation
                                         (a development stage company)

                                           Statements of Operations

<CAPTION>
                                                                                         FOR THE PERIOD
                                                                                         OCTOBER 4, 1996
                                                                                           (INCEPTION)
                                                                                            THROUGH
                                                         YEARS ENDED DECEMBER 31,         DECEMBER 31,
                                                         1999                1998              1999
                                                 ---------------------------------------------------------
<S>                                                 <C>                 <C>               <C>
Revenues                                            $       11,911      $           -     $      11,911

Operating Expenses:
   Research and development                                 97,579                  -             97,579
   Marketing, general and administrative                 1,796,990                800          1,802,815
                                                 ---------------------------------------------------------
      Total operating expenses                           1,894,569                800          1,900,394
                                                 ---------------------------------------------------------
Loss from operations                                    (1,882,658)              (800)        (1,888,483)
Interest expense                                             9,154                  -              9,154
                                                 ---------------------------------------------------------
Net loss                                            $   (1,891,812)     $        (800)    $   (1,897,637)
                                                 =========================================================
Net loss per common share
   (basic and diluted)                              $        (0.31)     $           -
                                                 ======================================

Weighted average shares used in computing
net loss per common share
   (basic and diluted)                                   6,068,605          5,025,000
                                                 ======================================
</TABLE>


SEE ACCOMPANYING NOTES.

                                       F-3

<PAGE>
<TABLE>

                                                  EntrePort Corporation
                                              (a development stage company)
                                           Statements of Stockholders' Equity
                         For the years ended December 31, 1999 and 1998, and the period October
                                     4, 1996 (inception) through December 31, 1999
<CAPTION>

                                                                                                        DEFICIT
                                                                                                      ACCUMULATED         TOTAL
                                                          COMMON STOCK              ADDITIONAL        DURING THE      STOCKHOLDERS'
                                                ----------------------------------   PAID-IN          DEVELOPMENT        EQUITY
                                                     SHARES          AMOUNT          CAPITAL             STAGE          (DEFICIT)
                                                ------------------------------------------------------------------------------------
<S>                                                 <C>            <C>            <C>               <C>                <C>
Issuance of common stock for services at
   inception of company                              5,025,000     $     5,025             -                  -        $     5,025

   Net loss for the period ended December 31,
     1997                                                    -               -             -             (5,025)             (5,025)
                                                ------------------------------------------------------------------------------------
Balance at December 31, 1997                         5,025,000           5,025             -             (5,025)                  -

   Net loss for the year ended December 31,
     1998                                                    -               -             -               (800)               (800)
                                                ------------------------------------------------------------------------------------
Balance at December 31, 1998                         5,025,000           5,025             -             (5,825)               (800)

   Common shares retired for no consideration       (4,410,000)         (4,410)        4,410                  -                   -

   Common shares issued for $1,600 of notes
     receivable and $335,900 for services
     rendered                                        5,400,000           5,400       332,100                  -             337,500

   Issuance of common stock upon conversion
     of notes payable in June 1999 at $2.00
     to $3.00 per share                                267,500             268       694,732                  -             695,000

   Issuance of common stock for $2.00 per share
     in August and December 1999 for
     cash, net of issuance costs of $304,185         1,384,140           1,384     2,462,711                  -           2,464,095

   Issuance of common stock for services
     rendered                                          168,334             168       336,500                  -             336,668

   Issuance of warrants for services rendered                -               -        15,300                  -              15,300

   Net loss for the year ended December 31,
     1999                                                    -               -             -         (1,891,812)         (1,891,812)
                                                ------------------------------------------------------------------------------------
Balance at December 31, 1999                         7,834,974        $  7,835    $3,845,753        $(1,897,637)         $1,955,951
                                                ====================================================================================
</TABLE>

SEE ACCOMPANYING NOTES

                                       F-4

<PAGE>
<TABLE>

                                        EntrePort Corporation
                                    (a development stage company)

                                      Statements of Cash Flows
<CAPTION>

                                                                                          FOR THE PERIOD
                                                                                          OCTOBER 4,1996
                                                                                            (INCEPTION)
                                                                                              THROUGH
                                                             YEARS ENDED DECEMBER 31,        DECEMBER 31,
                                                               1999           1998              1999
                                                        ----------------------------------------------------
<S>                                                       <C>             <C>               <C>
OPERATING ACTIVITIES
Net loss                                                  $ (1,891,812)   $       (800)     $ (1,897,637)
Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation                                               17,419               -            17,419
     Issuance of common stock and warrants for services        421,200               -           426,225
         rendered
     Changes in operating assets and liabilities:                    -               -                 -
       Other current assets                                   (205,397)              -          (205,397)
       Accounts payable                                        194,268               -           194,268
       Accrued liabilities and other                           262,599             800           263,399
       Other assets                                             (6,690)              -            (6,690)
                                                        ----------------------------------------------------
Net cash flows used in operating activities                 (1,208,413)              -        (1,208,413)

INVESTING ACTIVITIES
   Purchases of property and equipment                        (114,736)              -          (114,736)
   Investment in Sportsware Technologies, Inc.                (399,500)              -          (399,500)
   Increases in website development costs                     (181,381)              -          (181,381)
                                                        ----------------------------------------------------
 Net cash flows used in investing activities                  (695,617)              -          (695,617)

FINANCING ACTIVITIES
   Proceeds from issuance of notes payable                   1,010,000               -         1,010,000
   Payments of notes payable                                  (295,000)              -          (295,000)
   Issuance of common stock for cash, net                    2,732,363               -         2,732,363
   Increases in deferred offering costs                        (85,194)              -           (85,194)
                                                        ----------------------------------------------------
Net cash flows provided by financing activities              3,362,169               -         3,362,169
                                                        ----------------------------------------------------

Increase in cash and cash equivalents                        1,458,139               -         1,458,139

Cash and cash equivalents at beginning of period                     -               -                 -
                                                        ----------------------------------------------------
Cash and cash equivalents at end of period                $  1,458,139    $          -      $  1,458,139
                                                        ====================================================

SUPPLEMENTAL DISCLOSURE OF NON CASH
  FINANCING ACTIVITIES
Conversion of notes payable to common stock               $   (695,000)   $          -      $   (695,000)
                                                        ====================================================

SUPPLEMENTAL INFORMATION
Interest paid                                             $      5,081    $         -       $      5,081
                                                        ====================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       F-5

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                          Notes to Financial Statements



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

EntrePort Corporation ("the Company") was incorporated in Florida on October 4,
1996. The Company is in the initial stage of operations devoting substantially
all of its efforts to the market analysis for and development of Web portals on
the Internet for purposes of offering general information, communication tools
and training to members of certain targeted Internet communities. As of December
31, 1999, the Company has not completed the development of any of its proposed
Web portals or otherwise commenced significant revenue producing operations.
Accordingly, the Company is considered to be in the development stage.

The Company had no assets or operations from the time of its incorporation until
February 1999, at which time the Company hired its current Chairman of the Board
to develop the Company's Web business. At this time, the Company's founder
canceled, for no consideration, 4,410,000 shares of Common Stock and resigned
from the Company. The Company then issued 3,800,000 shares of Common Stock, as
consideration of marketing and business plans, consulting services and cash.

REVENUE RECOGNITION

The Company recognizes revenue on membership fees ratably over the period in
which the services are performed.

                                       F-6

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


CASH AND CASH EQUIVALENTS

The Company considers all investments with an original maturity of three months
or less when purchased to be cash equivalents. Cash equivalents primarily
represent funds invested in money market funds where cost equals market value.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost, and depreciated over the estimated
useful lives of the assets (generally three to five years) using the
straight-line method.

WEBSITE DEVELOPMENT COSTS

Website development costs are capitalized in accordance with an EITF consensus
on Issue 00-02 and amortized over the estimated useful lives of the Internet
website being developed (generally two years) using the straight-line method.
Amortization will begin upon the launch of the web site.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company has elected to follow Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25") and related interpretations
in accounting for its employee stock options because, as discussed in Note 6,
the alternative fair value accounting provided under Financial Accounting
Standards Board Statement of Financial Accounting Standards (SFAS) No. 123,
ACCOUNTING FOR STOCK BASED COMPENSATION, requires the use of option valuation
models that were not developed for use in valuing employee stock options.

Compensation charges for options granted to non-employees has been determined in
accordance with SFAS No. 123 and EITF 96-18 as the fair value of the
consideration received or the fair value of equity instruments issued, whichever
is more reliably measured. Charges for options granted to non-employees are
periodically remeasured as the underlying options vest.

The Company has disclosed the pro forma effect of using the fair value based
method to account for its employee stock-based compensation.

                                       F-7

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


NET LOSS PER SHARE

The Company computes net loss per share following SFAS No. 128, EARNINGS PER
SHARE. SFAS 128 requires the presentation of basic and diluted income (loss) per
share amounts. Under the provisions of SFAS No. 128, basic net income (loss) per
share is computed by dividing the net income (loss) available to common
shareholders for the period by the weighted average number of common shares
outstanding during the period. Diluted net income (loss) per share is computed
by dividing the net income (loss) for the period by the weighted average number
of common and common equivalent shares outstanding during the period. Common
equivalent shares, composed of incremental common shares issuable upon the
exercise of stock options, are included in diluted net income (loss) per share
to the extent these shares are dilutive. Common equivalent shares are not
included in the computation of diluted net loss per share for the years ended
December 31, 1999 because the effect would be anti-dilutive.

                                       F-8

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table sets forth the computation of basic and diluted loss per
share for the periods presented:
<TABLE>
<CAPTION>

                                                            YEARS ENDED DECEMBER 31,
                                                       ------------------------------------
                                                              1999             1998
                                                       ------------------------------------
<S>                                                          <C>           <C>
Numerator:

   Net loss                                            $     (1,891,812)   $         (800)

Denominator:
   Weighted average shares outstanding for basic
     earning per share                                        6,068,605         5,025,000
                                                       ------------------------------------
   Effects of dilutive securities:
     Employee stock options                                           -                 -
     Warrants                                                         -                 -
                                                       ------------------------------------
   Dilutive potential common shares                                   -                 -
   Shares used in computing diluted net income per
     common share                                             6,068,605         5,025,000
                                                       ====================================

Loss per common share, basic                           $          (0.31)     $          -
                                                       ====================================
Loss per common share, diluted                         $          (0.31)     $          -
                                                       ====================================
</TABLE>


COMPREHENSIVE LOSS

Comprehensive loss for all periods presented is the same as net loss.


USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and disclosures made in
the accompanying notes to the financial statements. Actual results could differ
from those estimates.

                                       F-9

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


2. SELECTED BALANCE SHEET DETAILS

                                                 DECEMBER 31,
                                             1999           1998
                                        -------------- --------------

Other current assets:
Due from investors                      $     180,000  $           -
Prepaid expenses                               21,731              -
Other current assets                            3,666              -
                                        -------------- --------------
                                        $     205,397  $           -
                                        ============== ==============

         The amount due from investors was collected in January 2000.


Property and equipment:
Machinery and equipment                 $     106,509  $           -
Furniture and fixtures                          8,227              -
                                        -------------- --------------
                                              114,736              -
Less: accumulated depreciation                (17,419)             -
                                        -------------- --------------
                                        $      97,317  $           -
                                        ============== ==============


Accrued liabilities:
Officer relocation costs                $     106,600  $           -
Lease termination costs                        61,058              -
Accrued settlement                             37,500              -
Other accrued liabilities                      58,241            800
                                        -------------- --------------
                                        $     263,399  $         800
                                        ============== ==============

3. EQUITY INVESTMENT

During 1999, the Company acquired a 5% share of Sportsware Technologies, Inc.
("STI") for cash totaling $399,500. The Company accounts for its investment in
STI under the cost method. In conjunction with the purchase, the Company was
granted an option through December 1999 to purchase all of the remaining
outstanding shares of STI for cash and common stock. The option was not
exercised by the Company and expired in December 1999. The Company also granted
stock options to STI to purchase 500,000 shares of the Company's common stock
for $.10 per share, vesting and exercisable only in the event the Company
purchased the remaining 95% of STI stock. These options were canceled in
December 1999 upon expiration of the purchase option.

                                      F-10

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


4. NOTES PAYABLE

Throughout 1999, the Company issued notes payable totaling $315,000 to several
outside parties and one of the Company's officers. The notes bore interest at
rates ranging from 6.0% to 10.0% per annum. Each note was paid off prior to
December 31, 1999 with the exception of one note. The outstanding note of
$20,000 bears a rate of 8.0% and matures in July 2000.

Throughout 1999, the Company conducted a private placement sale of convertible
notes for total proceeds of $695,000. The notes bore interest at the rate of
6.0% per annum. Principal was convertible into shares of the Company's common
stock at rates of $2.00 to $3.00 per share. During 1999, the principal amount of
all notes was converted into 267,500 shares of common stock.

5. LEASE COMMITMENTS

The Company leases its corporate headquarters facility under a noncancelable
operating lease expiring on March 31, 2002. The Company also leases an unrelated
property on a month to month basis. Rent expense for these leases was
approximately $45,000, $0 and $45,000 for the years ended December 31, 1999 and
1998, and for the period October 4, 1996 (inception) through December 31, 1999,
respectively.

Future minimum payments required under the operating lease as of December 31,
1999 are as follows:
                                                       OPERATING
                                                         LEASES
                                                    ----------------
2000                                                $         26,800
2001                                                         33,400
2002                                                         10,000
                                                    ----------------
Total minimum lease payments                        $        70,200
                                                    ================

6. STOCKHOLDERS' EQUITY

COMMON STOCK

In February 1999, the Company retired 4,410,000 shares of the Company's stock
from the original founder of the Company, for no consideration. Additionally, in
March 1999 the Company issued 5,400,000 shares of common stock to various
initial investors and key employees for cash and services.

                                      F-11

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


In September 1999, the Company sold 99,710 shares of common stock for cash
proceeds of $199,420 in a private placement. In June 1999, the Company issued
267,500 shares of common stock, as a result of the conversion of convertible
notes. In December 1999, the Company issued 1,284,430 shares in a private
placement for cash proceeds of $2,568,860. The Company incurred $38,185 in
offering costs, and issued 133,334 shares of common stock to a financial
consultant in connection with the private placement (valued at $266,668). These
costs have been charged as a reduction to additional paid-in capital.

In November 1999, the Company issued 25,000 shares of common stock in
consideration for the extension of two notes payable. In December 1999, the
Company also issued 10,000 shares of common stock for Website development
services rendered. The Company expensed the costs of these services.

COMMON STOCK WARRANTS

Periodically, the Company will issue warrants to outside consultants in lieu of
stock options. During the period October 4, 1996 (inception) through December
31, 1999, the Company issued 10,000 warrants at a $1.00 exercise price. The
warrants are exercisable at December 31, 1999 and expire in October 2002. During
the year ended December 31, 1999, the Company recognized $15,300 in compensation
expense for these services.

STOCK OPTIONS

In March 1999, the Company adopted the 1999 Stock Incentive Plan (the "Plan") to
grant options to purchase common stock to eligible officers, employees,
directors, consultants and other independent advisors who provide services to
the Company. The Board has authorized and reserved an aggregate of 4,000,000
shares of common stock for issuance under the Plan. Terms of the stock option
agreements, including vesting requirements, are determined by the Board of
Directors. Options under the Plan cannot exceed a ten year term. The exercise
price of options granted under the Plan is determined by the Board, but cannot
be less than 100% of the fair market value (85% for non-qualified options) of
the common stock on the date of grant.

                                      F-12

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


6. STOCKHOLDERS' EQUITY (CONTINUED)

The following table summarizes activity under the stock option plan during the
year ended December 31, 1999:

                                                              WEIGHTED AVERAGE
                                                  SHARES       EXERCISE PRICE
                                             -----------------------------------
Outstanding at December 31, 1998                          -   $       -
   Granted                                        1,810,000   $    1.69
   Exercised                                              -   $       -
   Canceled                                        (500,000)  $    0.10
                                             -----------------
Outstanding at December 31, 1999                  1,310,000   $    2.30
                                             =================

All options outstanding at December 31, 1999 are non-qualified options. The
weighted average grant date fair value of options granted during the year
totaled $1.49.

A further summary of options outstanding and exercisable as of December 31, 1999
follows:

<TABLE>
<CAPTION>
                                                        WEIGHTED      WEIGHTED                     WEIGHTED
                        EXERCISE        EXERCISE        AVERAGE       AVERAGE                       AVERAGE
      OPTIONS              RANGE          RANGE          EXERCISE    REMAINING     OPTIONS         EXERCISE
   OUTSTANDING              LOW           HIGH           PRICE      LIFE (YEARS) EXERCISABLE        PRICE
-----------------------------------------------------------------------------------------------------------
     <S>                  <C>             <C>             <C>            <C>       <C>                <C>
       350,000            $1.00           $1.00           $1.00          4.3       350,000            $1.00
       450,000            $2.00           $2.50           $2.22          3.8        75,000            $2.00
       450,000            $3.00           $3.50           $3.11          4.3             -                -
        40,000            $4.00           $4.00           $4.00          2.9             -                -
        20,000            $5.00           $5.00           $5.00          2.8        20,000            $5.00
-----------------------------------------------------------------------------------------------------------
     1,310,000            $1.00           $5.00           $2.30          4.0       445,000            $1.35
===========================================================================================================
</TABLE>

Adjusted pro forma information regarding net loss is required by SFAS No. 123,
and has been determined as if the Company had accounted for its employee stock
options under the fair value method of that Statement. The fair value for these
options was estimated at the date of grant using the Black-Scholes method with
the following weighted-average assumptions for 1999: risk-free interest rate of
6.5%, dividend yield of 0%, volatility factor of 100.0%, and an expected option
life of 3 years. Future pro forma results of operations under SFAS No. 123 may
be materially different from actual amounts reported. For purposes of adjusted
pro forma disclosures, the estimated fair value of the options are amortized to
expense over the vesting period.

                                      F-13

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

                                      F-14

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


6. STOCKHOLDERS' EQUITY (CONTINUED)

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the vesting period of such options. The Company's
pro forma information follows:

<TABLE>
<CAPTION>
                                                                                    FOR THE PERIOD
                                                                                    OCTOBER 4, 1996
                                                                                      (INCEPTION)
                                                                                        THROUGH
                                                      YEARS ENDED DECEMBER 31,         DECEMBER 31,
                                                        1999             1998             1999
                                                 -----------------------------------------------------
<S>                                              <C>               <C>                <C>
Pro forma net loss                               $    (1,984,329)  $         (800)    $ (1,990,154)
Pro forma net loss per share, basic and diluted  $         (0.33)  $            -
</TABLE>


SHARES RESERVED FOR FUTURE ISSUANCE

The following shares of common stock are reserved for future issuance at
December 31, 1999:

                                                            SHARES
                                                       -----------------
Stock options:
   Granted and outstanding                                  1,310,000
   Reserved for future grants                               2,690,000
Warrants                                                       10,000
                                                       -----------------
Total Reserved                                              4,010,000
                                                       =================


7. INCOME TAXES

Significant components of the Company's deferred tax assets as of December 31,
1999 and 1998 are shown below. A valuation allowance of $776,000 has been
recognized at December 31, 1999 to offset the net deferred tax assets as
realization of such assets is uncertain.


                                      F-15

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                       1999            1998
                                                 ----------------------------------

<S>                                                 <C>                       <C>
Deferred tax assets
   Net operating loss carryforward                  $   760,000               -
   Research and development credits                      11,000               -
   Other, net                                             5,000               -
                                                 ----------------------------------
Total net deferred tax assets                           776,000               -

Valuation allowance for deferred tax asset             (776,000)              -
                                                 ----------------------------------
Net deferred tax assets                             $         -               -
                                                 ==================================
</TABLE>


At December 31, 1999, the Company has federal and California net operating loss
carryforwards of approximately $1,865,000 and $1,869,000, respectively. The
federal and California tax loss carryforwards will begin to expire in 2019 and
2007, respectively, unless previously utilized. The Company also has federal and
California research credit carryforwards of approximately $8,700 and $4,800,
respectively, which will begin to expire in 2018 unless previously utilized.

                                      F-16

<PAGE>

                              EntrePort Corporation
                          (a development stage company)

                    Notes to Financial Statements (continued)


7. INCOME TAXES (CONTINUED)

Pursuant to Section 382 and 383 of the Internal Revenue Code, the annual use of
the Company's net operating loss and credit carryforwards may be limited if
cumulative changes in ownership of more than 50% occur during any three year
period. However, the Company does not believe such limitation will have a
material impact upon the utilization of these carryforwards.

8. LITIGATION

From time to time the Company is involved in legal proceedings, claims and
litigation arising in the ordinary course of business. Management believes,
however, that the ultimate outcome of all pending litigation should not have a
material adverse effect on the Company's financial position or liquidity.

9. SUBSEQUENT EVENT

In March 2000, 3,537,500 shares of common stock were issued at $2.00 per share
to private investors for net proceeds of approximately $6.1 million. In
conjunction with the offering, warrants to purchase 353,750 shares of the
Company's common stock were issued to the placement agent. The exercise price is
$2.00 per share and the warrants expire in March 2005.



                                      F-17