SVC Financial Services Inc · 10SB12G/A · On 9/29/99

Filed On 9/29/99   ·   SEC File 0-26969   ·   Accession Number 1025894-99-212

Amendment to Registration of Securities of a Small-Business Issuer   ·   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Registration Statement                                57    230K 
 2: EX-21       Subsidiaries of the Registrant                         1      3K 
 3: EX-27       Financial Data Schedule                                1      8K 

10SB12G/A   ·   Registration Statement
Document Table of Contents

10SB12G/A
1st Page of 57
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


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

  FORM 10-SB/A

GENERAL FORM FOR REGISTRATION OF SECURITIES             
Under Section 12(b) or (g) of the Securities Exchange Act of 1934 

Consolidated Data Inc.
----------------------

 (Exact name of Small Business Issuer as specified in its charter)

Colorado, USA                                     84-1343219    
------------------------------                 ---------------------------------
State or other Jurisdiction of                 (IRS Employer Identification No.)
Incorporation or Organization                                                 

 6912 220th, Mountlake Terrace, Washington 98043
 -----------------------------------------------
(Address of principal executive offices)

 Issuer's Telephone Number, (800) 256-3954
                            ----------------

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

Securities to be registered pursuant to Section 12(g) of the Act:               

 Common Shares, with no par value.
(Title of Class)

Page 1 of 99
Index to Exhibits on Page 41

10SB12G/A
2nd Page of 57
TOC
1st
Previous
Next
Bottom
Just 2nd

 CONSOLIDATED DATA, INC.

Form 10-SB
 TABLE OF CONTENTS
PART I
Page

Item 1.  Description of Business.............................   3               

Item 2.  Management's Discussion and Analysis or Plan of                        
Operation................................             28      

Item 3.  Description of Property.............................  31               

Item 4.  Security Ownership of Certain Beneficial Owners                        
and Management.....................................  31     

Item 5.  Directors, Executive Officers, Promoters                               
and Control Persons.................................  35      

Item 6.  Executive Compensation..............................  38               

Item 7.  Certain Relationships and Related Transactions......  39               

Item 8.  Description of Securities...........................  39               

 PART II

Item 1.  Market Price Of And Dividends on the Registrant's                      
Common Equity and Related Stockholder Matters.......  43      

Item 2.  Legal Proceedings...................................  44               

Item 3.  Changes in and Disagreements with  Accountants......  44               

Item 4.  Recent Sales of  Unregistered Securities............  44               

Item 5.  Indemnification of  Directors and Officers..........  44               

PART F/S

Item 1.  Financial Statements................................  45               

PART III

Item 1.   Index to Exhibits                                    46               

Item 2.   Description of Exhibits                                               

2 

10SB12G/A
3rd Page of 57
TOC
1st
Previous
Next
Bottom
Just 3rd

PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                                

Introduction                                                                    

Consolidated Data Inc.  (hereinafter is also referred to as the "Company" and/or
the  "Registrant")  is a company  in the  development  phase.  The  Company  was
incorporated  July 14,  1995  under  the laws of the State of  Colorado  and was
originally known as Attache Holdings, Ltd.                                      

The Company was inactive until it acquired  Contractor's  Directory on April 17,
1997 via a reverse  merger.  In November of 1998,  Attache  Holdings Ltd. Became
Consolidated  Data, Inc. From 1997 to the first quarter of 1999, the Company was
exclusively  involved in the development of an E Commerce  business  designed to
fill the needs of the  construction  industry.  Development  included a web site
called "Contractors  Directory.Com".  Use of Contractors Directory allows public
information to be downloaded,  via the internet, and reformatted for ease of use
by contractors and suppliers.  This information  includes credit information and
information pertaining to building permits.                                     

In   February   1999  the   Company   purchased   a   software   system   called
"(yourbank)Online"  which  is now  its  primary  asset.  The  Company's  current
business involves the marketing, sale and support of this software to members of
the banking industry and the operation of Contractors Directory.                

The  Company's  principal  office is located at 6912 220th,  Mountlake  Terrace,
Washington  98043.  The  contact  person is Mr.  Pakie  Plastino,  Chairman  and
Director.  The telephone number is (800) 256-3954; the facsimile number is (425)
776-1855.   The   Company   currently   maintains   two   websites   which   are
yourbankonline.com and contractors-directory.com.                               

The Company's authorized capital includes 50,000,000 shares of common stock with
no par value and  5,000,000  shares of  non-voting  preferred  stock with no par
value. As of the close of the Company's latest fiscal year,  September 30, 1998,
there were 5,256,000  shares of common stock  outstanding  and 100,000 shares of
preferred shares outstanding.  As of June 30, 1999, there were 10,784,000 shares
of common stock outstanding and 100,000 shares of preferred shares outstanding. 

The Company's common stock trades on the  Over-the-Counter  Electronic  Bulletin
Board with the symbol "CSDD".                                                   

3 

10SB12G/A
4th Page of 57
TOC
1st
Previous
Next
Bottom
Just 4th

The information in this  Registration  Statement is current as of July 15, 1999,
unless otherwise indicated.                                                     

Historical Corporate Development                                                

The Company was  incorporated  in Colorado,  USA on July 14, 1995 under the name
Attache Holdings, Ltd.                                                          

The organization meeting of the Company and the initial directors meeting of the
Company was held on April 24,  1996.  At this  meeting it was  decided  that the
fiscal year of the  Company  would end on December  31st of each  calendar  year
(subsequently changed to September 30th) and forms of Common and Preferred Stock
certificates  were  presented.  It was also agreed that the Company  issue up to
100,000 shares of its preferred stock for an aggregate of up to $10,000 to Tudor
Trading Limited,  Casa Bella Holdings,  Inc. and EDR Financial,  Inc. On May 24,
1996, the Company issued the preferred stock. Also at this meeting,  Clark Burch
was  appointed  as  President  of the  Company and Gary Clark was  appointed  as
Secretary of the Company.                                                       

A  meeting  of the  Board of  Directors  was held on April  28,  1996 and it was
resolved that the Company  offer and sell up to 10,000,000  shares of its common
stock,  in an offering  under the  exemptions  to  registration  provided  under
Section 3(b),  Regulation D, Rule 504 of the  Securities Act of 1933, as amended
and under the exemption to  registration  under Section  11-51-308(1)(p)  of the
Colorado Securities Act.                                                        

Pursuant to a prospectus  dated May 31, 1996, the Company sold 1,701,000  common
shares for an aggregate purchase price of $850.50.                              

Pursuant  to an offering in October,  1997,  the Company  sold 80,000  shares of
common stock for a aggregate purchase price of $12,000.                         
                      --------

A special  meeting of the Directors of the Company was held on March 14, 1997 at
which time it was  resolved  that the Company  acquire the  marketing  rights to
Contractor's  Directory for the states of Colorado, New Mexico and California in
exchange for 1,500,000 shares of its common stock which was restricted.         

Effective April 20, 1997 the Company assumed all worldwide  rights and ownership
to the  Contractor's  Directory by acquiring 100% of the issued and  outstanding
common stock of Contractor's  Directory in exchange for 1,000,000  common shares
of the Company's stock which was restricted.                                    

4 

10SB12G/A
5th Page of 57
TOC
1st
Previous
Next
Bottom
Just 5th

On March 20, 1997, Pakie V. Plastino,  the current Chairman of the Company,  was
appointed  to the Board of  Directors  and was also  appointed  President of the
Company.  Also on this date,  William D.  Doehne,  the current  Chief  Operating
Officer of the Company,  was  appointed  to the Board of Directors  and was also
appointed Secretary and Treasurer. The Company's corporate headquarters was also
changed to its current location in Mountlake Terrace, Washington.               

BUSINESS                                                                        
--------                                                                        

Banking Software                                                                

Historical Development of (yourbank)Online Software                             
---------------------------------------------------                             

The Company's primary business  involvement  today involves the marketing,  sale
and support of a banking software product called  "(yourbank)Online"  to members
of the banking industry.                                                        

This software system was originally  developed by River City Bank of Sacramento,
California  in 1996 and 1997.  River City Bank began  offering a range of online
services,  resulting from the  "(yourbank)Online"  product in September of 1997.
The  system  was  developed  internally  with a goal to  offer  state-of-the-art
service to River City Bank's customers.                                         

Following the successful  implementation at River City Bank,  management of that
bank  licensed and  installed  the system in three  additional  community  banks
located in northern  California.  These banks were Citizens  Bank,  Tri-Counties
Bank and Auburn  National  Bank.  River City Bank also acted as a service bureau
for these banks. (i.e.: provided them computing capabilities.)                  

In 1998, management at River City Bank decided to focus on the bank's operations
and not expand the online banking system to additional banks.                   

DTEK Corporation,  a privately held company located in Boise,  Idaho,  purchased
the software from River City Bank of  Sacramento,  California in September  1998
for  total  consideration  of  $410,000.  Payment  was in the form of a  $60,000
downpayment and a note for $350,000 due to River City Bank in September 1999.   

Prior to the purchase by the Company of the (yourbank)Online software from DTEK,
DTEK  granted a license  in the  software  to Global  Payment  Systems  Inc.,  a
subsidiary  of  National  Data  Inc.  The  license  is  a  perpetual   worldwide
non-exclusive irrevocable transferable right and license to the (yourbank)Online
software.  Global  Payment  Systems  Inc.  has the right to  modify,  customize,

5 

10SB12G/A
6th Page of 57
TOC
1st
Previous
Next
Bottom
Just 6th

sublicense,  resale and  distribute  the system.  Global can also  transfer  its
rights to a third party.                                                        

In consideration  of this assignment,  Global Payment Systems Inc. agreed to pay
DTEK 50% of the first  $1,300,000 in license fees  received,  plus  commissions,
plus a final  lump sum of  $50,000.  There is no certain  date for the  payment.
Global  Payment  Systems  Inc.  also agreed to operate and maintain the existing
(yourbank)Online  server sites.  Global Payment Systems Inc.  currently receives
the  monthly  fee of $1100  paid by the three  banks  other than River City Bank
(e.g.  Citizens Bank,  Tri-Counties  Bank and Auburn Bank) as licensing fees for
the system.                                                                     

In  February  1999 the Company  purchased  this  software  system and all rights
related  to it  from  DTEK  Corporation.  Consideration  for  the  purchase  was
$10,000,000 payable as follows:                                                 

     a.   $4,000,000  paid by the  issuance of  2,000,000  common  shares of the
Company's  common  restricted  stock at $2.00 per share;    
     b.   $6,000,000  paid at the rate of $10,000  per  license use or the stock
          equivalent at the rate of $5.00 per share of the Company's  restricted
          common stock or 1,200,000  shares.  The cash or the stock must be paid
          by the Company  within  twelve months from the date of the contract or
by March 10, 2000;                                          

On April 12, 1999, the Company  authorized and did issue 1,200,000 shares of its
restricted  common  stock  in full  satisfaction  of its  agreements  with  DTEK
Corporation.                                                                    

As part of the agreement with DTEK Corporation, DTEK Corporation has assigned to
the Company all rights and title to an existing  software  license  between DTEK
Corporation and Global Payment  Systems,  LLC which shall include  payments from
River City Bank of Sacramento, subject to DTEK Corporation receiving the balance
of the  initial  licensing  revenues  as  compensation  for its  consulting  and
support.  All residual  income will go to the Company.  Management  expects this
income to be insignificant.                                                     

Description of (yourbank)Online Software                                        
----------------------------------------                                        

(yourbank)Online  is a  browser-based  solution  designed and  developed to help
banks  provide a full range of online  banking  products  and  services to their
commercial and retail  customers.  The system allows the bank's  customers to do
more than view balances and transfer money. It gives users the ability to manage
their financial  activity  without  leaving the bank's website,  thus           

6 

10SB12G/A
7th Page of 57
TOC
1st
Previous
Next
Bottom
Just 7th

creating a strong financial relationship between the bank and its customers.    

The modular design and flexible  technology of  (yourbank)Online  can be changed
quickly  and easily to  accommodate  the needs of all types of  customers.  This
allows  the banks to tailor  online  services  to  different  segments  of their
customer bases.                                                                 

Key features of (yourbank)Online include the following:                         

     a.   Customizable  User  Interface:  The bank's  customer can choose screen
colors, page lengths, and simplified interface options;     
     b.   Transaction  Editing:  Bank's  customers  can modify  the  description
          reference of a  transaction  to better  explain its purpose.  They can
also categorize the transaction for reporting purposes;     
     c.   Payment  Scheduling  and Bill Payment:  Bank's  customers can schedule
          payments to be performed at later dates. The system incorporates a pay
         anyone approach, which doesn't limit the customer to specific payees;
     d.   User Defined  Reports:  Several  detailed and summary reports provided
          can be  configured  in a variety  of formats  according  to the bank's
customers specific preferences;                             
     e.   Stop Payment  Requests:  Back office staff  processes  and generates a
          confirmation   letter  to  the  customer  for  extended  stop  payment
          authorization.  (Limited  only to what is  available  through the host
system.);                                                   
     f.   Custom Information Reporting: AR cleared transaction detail, including
         extended descriptions for ATM and Debit and Credit Card transactions;
g.   Funds Transfer Between Linked Accounts;                          
     h.   24 Hour Access to  Statements:  Statements can be generated at anytime
          throughout  the  month.  The  system  maintains  the  statement  cycle
information specified within the host system;               
     i.   User  Configurable   Transaction   History:   The  amount  of  history
maintained is configurable on the user level.               

The  software  allows  banks to  provide  a number  of  user-specific  financial
services and products to their  customers  through a dynamic  interface  between
traditional  backend systems of the bank and the bank's  customers.  The base of
the  software is a data  warehouse  that  collects and  distributes  information
between  the bank and the  customer.  The data  warehouse  can be  linked to the
customer via the Internet, intranet, or Web TV. The design of the data warehouse
allows  banks to provide  services  by user or by group of users and deliver the
information via a medium that is appropriate for each user or group of users. On
the back end,                                                                   

7 

10SB12G/A
8th Page of 57
TOC
1st
Previous
Next
Bottom
Just 8th

banks can choose to link virtually any financial  product or service to the data
warehouse.  This includes standard balance and account  information to insurance
services,  loan information,  credit and debit card information,  and investment
services.                                                                       

Additionally,  the  technology  can be used to  seamlessly  connect  existing IT
systems for automating  collaborative  and  administrative  processes to provide
managers and key personnel  with valuable  information  for decision  making and
targeted marketing efforts.                                                     

Security                                                                        
--------                                                                        

(yourbank)Online  uses US grade  encryption  of 128 bit-key  Secure Socket Layer
(SSL)   standard   designed  by  Netscape   Corporation   for  secure   Internet
conversations.  This  encryption,  along with  unique  Sign-On  ID and  password
security front-end, provides the foundation for a secure, reliable interface. In
addition,  a  customer-selected  name rather than an account  number  references
customer  accounts.  This ensures the privacy of account  information  should an
unauthorized individual gain access.                                            

Individual  security  control levels are maintained at the customer level by the
financial institution, providing the ability to isolate certain functions of the
system to different levels of security.  An example of this implementation would
be to set the security  requirement for bill-pay  higher than other  activities.
This would allow the ability to track  bill-pay  enabled  customers  for billing
purposes.  Another  level could be given to  categorization  capabilities,  thus
providing a way of controlling the customer  capabilities based on subscription.
(yourbank)Online accommodates 99 user specific levels of security.              

Encrypted  Messaging provides security for sensitive  communication  between the
customer  and the  bank  and  detailed  Transaction  Logging  (Audit  Trail)  is
incorporated into (yourbank)Online. All activity is logged by date and time to a
log file that can be analyzed to track individual activity by bank personnel and
end-users.                                                                      

The  entire  system  is   maintained   through  a  single   interface   with  an
administrator-privileged  account.  The  system  can be locked  down for  crisis
management or unscheduled  modification  requirements.  This eliminates the need
for additional  applications and management tools and allows an administrator to
control  access when the system is available for use from anywhere in the world.
When locked,  customers  received a  customizable  screen  informing them of the
system availability.                                                            

8 

10SB12G/A
9th Page of 57
TOC
1st
Previous
Next
Bottom
Just 9th

The  software  utilizes  a  centralized  data  warehouse  concept  of  providing
functional interfaces between the bank and its customers.  Users use a front-end
interface to access a subset of information  collected and maintained separately
from the bank's core system,  eliminating  virtually all risk of tampering  with
vital data.                                                                     

Database                                                                        
--------                                                                        

(yourbank)  Onlines'   architecture   utilizes  current  Microsoft   established
standards for  Client/Server  access.  The host system runs on an Intel platform
microcomputer  running a Microsoft NT Server 4.0  operating  system.  The system
runs as a subset of  Microsoft's  Internet  Information  Server  4.0 Web  Server
software,  which is  shipped  with NT Server.  A  collection  of ODBC  compliant
databases and Active Server scripts are incorporated on the server which provide
the foundation for the (yourbank)Online system. Five application modules combine
to maintain and update the ODBC  databases.  These  modules are used to maintain
timed executions,  query the host system,  update and modify the local databases
with the account detail information,  update and modify the local databases with
the cleared transaction information, and collect, process, and monitor scheduled
payments.                                                                       

The User Interface is provided through several Active Server scripts and graphic
files maintained on the Microsoft NT server. These scripts are activated through
customer  requests and combine with database  information to produce the bulk of
the user  screens and input forms  within  (yourbank)Online.  These  scripts and
graphic  files  provide  almost  unlimited  flexibility  and can be  modified to
accommodate  individual interests and presentation  specific to the environment.
They can also be modified to accommodate user  controllable  variations.  Screen
colors, information placement,  navigation control visuals and placements can be
modified to give the interface an entirely different and unique look and feel by
individual and by group.                                                        

Bank administrative  personnel and customers gain access to the (yourbank)Online
system through a standard commercial browser over the Internet.  This allows the
user to gain access from  virtually any system that provides an Internet  access
point.  This can be a home PC, Office PC, laptop, or even other Internet capable
devices such as Internet Terminals,  Web enabled television sets, Internet ready
telephones, etc.                                                                

Bill-pay  requests are warehoused within the  (yourbank)Online  system up to the
date  of  processing,  allowing  the  end-user  full  control  of the  scheduled
transaction. Following processing, bill-pay transactions are collected in a file
and can be sent to a third party bill payment  processor,  i.e.  Global  Payment

9 

10SB12G/A
10th Page of 57
TOC
1st
Previous
Next
Bottom
Just 10th

Systems,  Checkfree,  etc., or can be processed  internally on Global's  PayLink
bill payment  module on behalf of the account  holder.  The  flexibility  of the
PayLink module enables the bank to not only fulfill in-house bill pay processing
but also  leverage  the  technology  to  create  any type of  payment  including
cashiers checks and accounts payables checks.                                   

The following table summarizes the technical specifications of (yourbank)Online:

                                                        · Enlarge/Download Table

---------------------------- -------------------------------------- --------------------------------------
                                                                                                          
Bank Features                Modular Design                         Yes                                   
---------------------------- -------------------------------------- --------------------------------------
Overviews                    Automated Billing for Bank             Yes                                   
---------------------------- -------------------------------------- --------------------------------------
                             Voice Response Module                  Can be accommodated                   
---------------------------- -------------------------------------- --------------------------------------
                             Credit Card Interface                  Yes (optional)                        
---------------------------- -------------------------------------- --------------------------------------
                             Administrative Options                 According to user rights, different   
                                                                    administrators can maintain the entire
                                                                    system from the administrative area.  
---------------------------- -------------------------------------- --------------------------------------
                                                                    Set the interface by user.            
---------------------------- -------------------------------------- --------------------------------------
                                                                    Maintain automated billing for each   
                                                                    customer including: grace periods,    
                                                                    promotional pricing and per           
                                                                    transaction pricing.                  
---------------------------- -------------------------------------- --------------------------------------
                                                                    Send broadcast or user-specific       
                                                                    e-mails.                              
---------------------------- -------------------------------------- --------------------------------------
                                                                    Turn on and off specific modules,     
                                                                    features, and functionality by        
                                                                    customer.                             
---------------------------- -------------------------------------- --------------------------------------
                                                                    Setup, modify and delete customers.   
---------------------------- -------------------------------------- --------------------------------------
                                                                    Audit Trail Reporting                 
---------------------------- -------------------------------------- --------------------------------------
Information                  Programming                            Microsoft Active Data Objects         
Technical                                                                                                 
---------------------------- -------------------------------------- --------------------------------------
                             Hardware Platform (bank)               Windows NT                            
---------------------------- -------------------------------------- --------------------------------------
                             Hardware Platform (user)               Platform Independent                  
---------------------------- -------------------------------------- --------------------------------------
                             Software (bank)                        Any Internet Browser                  
---------------------------- -------------------------------------- --------------------------------------
                             Software (user)                        Any Internet Browser                  
---------------------------- -------------------------------------- --------------------------------------
                             Communication Network                  Internet access, private              
                                                                    dial-up access.                       
---------------------------- -------------------------------------- --------------------------------------
Security                     Security Type                          Secure Socket Layer                   
---------------------------- -------------------------------------- --------------------------------------
                             Encryption                             Independent encryption allows full    
                                                                    range from 40 bit to 128 bit from any 
                                                                    site certificate authority.           
---------------------------- -------------------------------------- --------------------------------------
                             User Security                          Sign On ID and Pass Code              
---------------------------- -------------------------------------- --------------------------------------
                             User Security Levels                   99 levels of security                 
---------------------------- -------------------------------------- --------------------------------------
End User                     Account Access                         Checking, Savings,                    

                                       10                                                                 

10SB12G/A
11th Page of 57
TOC
1st
Previous
Next
Bottom
Just 11th

Functionality                                                       Loans, CD and Others                  
---------------------------- -------------------------------------- --------------------------------------
                             Real-time Access( bank specified       Yes                                   
                             timing)                                                                      
---------------------------- -------------------------------------- --------------------------------------
                             Transaction Categorization             Yes                                   
---------------------------- -------------------------------------- --------------------------------------
                             Transaction History                    Unlimited                             
---------------------------- -------------------------------------- --------------------------------------
                             Research/Reporting Capabilities        Date Range, Deposits/Credits,         
                                                                    Category of Transaction, Check, Stop  
                                                                    Payments, Number of Withdrawals       
---------------------------- -------------------------------------- --------------------------------------
                             Reports                                Available Category List, Category     
                                                                    Summary, Category Detail, Payee List, 
                                                                    Electronic Statement, Transaction     
                                                                    Detail, Export Transaction and Custom 
                                                                    (user definable) Reporting.           
---------------------------- -------------------------------------- --------------------------------------
                             Export Options                         Quicken, MS Money and ASCII (custom)  
---------------------------- -------------------------------------- --------------------------------------
                             Account Transfers                      DDA/TDA, Loans/LOC's and Credit card  
---------------------------- -------------------------------------- --------------------------------------
                             E-mail                                 Yes                                   
---------------------------- -------------------------------------- --------------------------------------
                             Event Notification                     E-mail notification                   
---------------------------- -------------------------------------- --------------------------------------
                                                                    Pager notification                    
---------------------------- -------------------------------------- --------------------------------------
                             Check Imaging                          Yes                                   
---------------------------- -------------------------------------- --------------------------------------
                             Bill Payment                           Yes                                   
---------------------------- -------------------------------------- --------------------------------------
Financial Institution        Minimum Hardware Requirements: Intel   Recommended: Intel Pentium II 266     
                             Pentium 166 Mhz, 128 Mb RAM, 4 Gig     Mhz duel processor, 512 Mb RAM, 18    
                             Hard Drive, 24 Gig Tap to Storage      Gig Hard Drive, 24 Gig Tap to         
                             and Seagate Backup Exec                Storage and Seagate Backup Exec       
---------------------------- -------------------------------------- --------------------------------------
                             Software Reqirements: Microsoft NT                                           
                             Server 4.0 w/Internet Information                                            
                             Server 4.0 and Microsoft SQL Server                                          
                             6.5                                                                          
---------------------------- -------------------------------------- --------------------------------------
End-User                     Communication Requirements             Internet connection access            
---------------------------- -------------------------------------- --------------------------------------
                             Platform Independent                   Browser depends on level of           
                                                                    encryption required by financial      
                                                                    institution                           
---------------------------- -------------------------------------- --------------------------------------
End-User Functionality       Online Applications                    (yourbank)Online, Loans and Credit    
                                                                    Card                                  
---------------------------- -------------------------------------- --------------------------------------
                             Discount Brokerage                     Currently in Beta test                
---------------------------- -------------------------------------- --------------------------------------
                             End-User Options                       Change Password, Change Session       
                                                                    Timeout, Change Account Names,        
                                                                    Change basic color scheme, Change     
                                                                    level of interface from standard to   
                                                                    enhanced, Change Amount of History,   
                                                                    Change Lines per page and Bank        
                                                                    customized user options.              

                                       11                                                                 

10SB12G/A
12th Page of 57
TOC
1st
Previous
Next
Bottom
Just 12th

---------------------------- -------------------------------------- --------------------------------------
Cash Management              ACH origination                        PPD/PPD+, CCD/CCD+, CTX, Importing    
                                                                    capabilities, NACHA File Processing,  
                                                                    Multiple Company Option, State &      
                                                                    Federal Taxes, Customer controlled    
                                                                    security, Multi-level approvals,      
                                                                    Auto prenotes, On-Us processing,      
                                                                    Warehousing, File limits,             
                                                                    Transaction limits, Bank Controlled   
                                                                    offset and NACHA Import               
---------------------------- -------------------------------------- --------------------------------------

Management  of the  Company  believes  that it has  created a  "service  bureau"
environment for its potential customers.                                        

The Company will provide all service  bureau  technologies  to its  customers so
that  they  do not  have  to  hire  additional  personnel,  purchase  additional
equipment, train personnel or devote additional development time to the project.
Management   believes  that  this  program  is  beneficial   for  the  financial
institution that wants to obtain immediate Internet presence.                   

In this context the Company  will  provide to its  customers  the  following:  a
Server, Customer Service, Technical Support, Monthly Reporting, Staff & Customer
Training, Upgrades, Web Page Development and Web Hosting Services.              

The Market for (yourbank)Online Software                                        
----------------------------------------                                        

The Internet has rapidly become a significant marketplace for buying and selling
goods and services.  Management of the Company  estimates  that total  worldwide
commerce on the Internet will grow from an estimated $32.4 billion in 1997 to an
estimated $425.7 billion in 2002. Many consumers are showing strong  preferences
for transacting  certain types of business over the Internet,  including booking
airline  tickets,  trading  securities  and  purchasing  consumer  products.  As
consumers  and  companies  become  more  familiar  and  comfortable  with making
purchases  online,  this increase in knowledge and comfort level will  translate
into higher interest and willingness to do their banking online.                

Management believes that the Web has clearly arrived for the marketing and sales
of financial services and credit products.  Some of the recent  developments are
summarized as follows:                                                          

o    The Internet  became an accepted  way to purchase a credit card.  Almost 11
     million people have already  applied for a credit card online.  At year-end
     1998, one million  applications  per month were being  submitted.  NextCard
offered a credit card                                                 

12

10SB12G/A
13th Page of 57
TOC
1st
Previous
Next
Bottom
Just 13th

     optimized  for the  Internet and  received over 750,000 applications within
nine months of its startup.                                           

o    Fifteen million  Internet users have checked mortgage and equity loan rates
     online. A new loan  marketplace  business model has been created on the Net
     where consumers apply once to receive  multiple offers on their loan. These
     companies  are among the  biggest  non-credit  card  advertisers  in search
engine loan categories                                                

o    Internet  only  banks  appear to be  flourishing.  Net.B@nk,  TeleBank  and
     Security   First,   the  only   public   companies,   each  have  a  market
     capitalization over $1 billion,  and are valued higher than Amazon.com on a
     value per  customer  basis.  Net.B@ank  claims to have 29,000  customers in
     April  1999  and  over  $330.0  million  in  deposits.  As many as 25 to 35
     Net-only  banks are expected to launch in 1999,  many of them  spin-offs of
existing banks.                                                       

o    Banking has come to the portals.  Yahoo!, AOL, MSN, and Excite have entered
     into very expensive long-term  agreements with major banks.  Advertisements
     on the portals offer mortgages,  credit cards,  automobile  loans,  savings
instruments, home equity loans and checking services.                 

o    Bank  One  Corp.  Chief  Executive  Officer  John  McCoy,  one of the  most
     aggressive acquirers in the banking industry, has indicated his corporation
     isn't  planning  any more  major  purchases  but will  instead  rely on the
     Internet for the bank's  growth.  The nation's  fourth largest bank already
has arrangements with America Online Inc., Excite Inc., Yahoo!        
Inc., and Microsoft to sell its credit cards.                         

Consumers have  indicated a preference  for  conducting  all of their  financial
transactions  at a single  web  site.  River  City Bank is  currently  running a
demonstration    version   of   this   portfolio    management   feature   using
[yourbank]Online software.                                                      

The bank reform bill nearing passage in the U.S.  Congress will allow banks, for
the first time, to integrate  financial  services  including  banking,  security
trading,  insurance and more. Through the internet,  banks will be able to offer
one-click  access to a full range of financial  services,  giving the customer a
much simpler and more efficient experience.                                     

Traditional banks have been slow to add Internet banking to their services until
they could be confident that demand was sufficient to offset the added expenses.
However,  the  technology  is changing  so rapidly and new forms of  competition
appearing so broadly,  that banks must carefully  reconsider  their  reluctance.

13

10SB12G/A
14th Page of 57
TOC
1st
Previous
Next
Bottom
Just 14th

Specific factors affecting a bank's decision to offer Online banking are:       

o    Customer Retention. Near the end of 1998, there were 73 million adults     
   using the Internet in the U.S., an increase of 30% in just twelve months.
  This is 37% of the U.S. adult population. The nations' largest banks are
beginning to offer some level of online banking, and there are large  
numbers of new Internet entrants into the financial markets trying to 
capture traditional bank business. For banks to retain customers who  
respond favorably to online technologies, they will have to provide   
competing products and services. River City Bank, where the           
    [yourbank]Online system was developed, has achieved higher retention rates
since the system was installed.                                       

o    Service Improvements.  Service levels can be enhanced significantly through
     the technologies  coming  available,  which should improve overall customer
satisfaction.                                                         

o    Cross Sales Generator.  The online connection gives the bank  opportunities
     to cross sell its other  products and services much more  effectively  than
through the mail or in the branch.                                    

o    New  Fee-Based  or Revenue  Sharing  Revenue  Streams.  Banks will have the
     ability to add new services to their product  offerings that can be sourced
     from outside providers.  Examples are mortgage lending,  equipment leasing,
     credit   cards,   investment   services,   financial   planning   services,
advertisements, insurance and others to be developed.                 

o    Bill Payment. While bill payment has become a component of most bank's     
 online services offering, bill presentment over the Internet is finally
   nearing a launch and should become a highly hyped service in late 1999 or
    2000. Recent research indicated that consumers would prefer banks as their
preferred provider for bill presentment and payment, compared to other
   options. However, given the huge potential volume of transactions in this
category, aggressive competition will come from large banks, the web  
portals, and new companies being started to specialize in this area.  
  Transpoint, LLC, a joint venture between Microsoft, First Data Corp. and
Citibank, just announced that it will start up its national bill      
presentment and payment service later this year.                      

o    Cost Savings.  Over time,  the highly  efficient  electronic  equipment and
     systems used in online  banking  should allow  significant  cost savings as
     paper-based  transactions are eliminated.  Management  estimates that costs
per  transaction                                                      

14

10SB12G/A
15th Page of 57
TOC
1st
Previous
Next
Bottom
Just 15th

     via  the  Internet  are  significantly  lower  than  those  via established
methods, as follows:                                                  

o  $1.07 in a physical branch                                         
o  $0.54 over the phone                                               
o  $0.27 at an ATM                                                    
o  $0.01 over the Internet                                            

The table below sets out the number of FDIC insured  banks and S&Ls,  as well as
the  deposits  and number of accounts  under  $100,000.  54% of  accounts  under
$100,000 are with the 10,630  institutions with assets of less than $10 billion.
The average of these banks has 20,000 deposit accounts under $100,000.          

 FDIC INSURED INSTITUTIONS

Assets                   Number of      Client Accts     Under    $100 Thousand 
                       Institutions      Number       Percent    Cum Percent

Under $25 million            1,509         2,961,743        1%          1%      
$25 to 50 million            2,240         9,028,289        2%          3%      
$50 to $100 million          2,624        18,854,073        5%          8%      
$100 to 300 million          2,813         45,288432       12%         20%      
$300 to 500 million            566        18,368,196        4%         24%      
$500 to 1 billion              432        23,591,074        6%         30%      
$1 to 3 billion                306        35,810,864        9%         39%      
$3 to 10 billion               140        56,153,044       14%         54%      
$10 billion or more             82       180,125,114       46%        100%      

Total Institutions          10,712       390,180,829      100%                  

Assuming the  nation's 100 million  households  are  distributed  among banks in
proportion to the distribution of bank accounts,  54 million households use over
10,000 institutions for banking. These 10,000 institutions have over 200 million
deposit  accounts  under  $10,000.   Although  individual  banks  vary  greatly,
management  estimates  that a bank  represents  one  household  for  every  four
accounts.  The average household has two adults. Thus an institution with 20,000
accounts  represents  5,000  households  containing  10,000 adults or registered
users.  Actual results for River City Bank are shown in Table 3, which indicates
one household for every 2.3 accounts.                                           

 River City Bank

FDIC Insured Accounts Under $100 thousand                    47,000             
Total Assets                                           $450,000,000             

Personal Core Deposit Accounts                               33,632             
Households                                                   19,985             
Online Households                                             2,243             
Registered Users                                              4,956             

15

10SB12G/A
16th Page of 57
TOC
1st
Previous
Next
Bottom
Just 16th

The target market of the Company for its (yourbank)Online  software is the 1,444
institutions with assets of $300 million to $10 billion, which represent over 60
million users.                                                                  

The Marketing Strategy for (yourbank)Online Software                            
----------------------------------------------------                            

June 30, 1998                                                         
       Total
                          FDIC          Customer
Number of Institutions             Insured        Population          
----------------------             -------        ----------          
Less than $25 million               1,509         1,366,325           
$25 to 50 million                   2,240         4,164,971           
$50 to 100 million                  2,624         8,697,847           
$100 to 300 million                 2,813        20,892,666           
$300 to 500 million                   566         8,473,700           
$500 to 1 billion                     432        10,883,142           
$1 to 3 billion                       306        16,520,431           
$3 to 10 billion                      140        25,904,778           
$10 billion or more                    82        83,096,139           

Total institutions                 10,712       180,000,000           

The  Company  intends  to  rapidly  establish  a  national  market  presence  by
leveraging a customer base of community banks.                                  

Marketing Strategy:                                                             

The Company will utilize its  [yourbank]online  system to build the user base as
rapidly  as  possible  and  leverage  its  position  to  permit  banks to become
"Financial  Portals",  defined  as central  sites  where  customers  can use the
Internet to manage all their financial  transactions,  information and planning.
The Company will make it easy and  economical for banks to participate in online
banking  and  then the  banks  and the  Company  will  share  in the fee  income
generated by the online banking sites.                                          

Pricing Strategy:                                                               

The range of prices for online banking  systems is currently very broad,  from a
low of about $30,000 to well over $1 million plus  recurring  monthly fees of $1
to $3  per  user.  Management  believes  the  pricing  strategy  for  the  basic
[yourbank]online  system  should be to minimize the initial cost to the bank, so
that only the Company's  hard system costs and  marketing  expenses are covered.
This pricing  should  encourage  the banks to initiate  online  banking and then
progress toward becoming a portal that creates  revenue  opportunities  for both
the bank and the  Company.  The current  model calls for the Company to contract
with individual banks to provide the  [yourbank]online  software for a fixed fee
of $10,000.  The Company will absorb the ongoing site  maintenance              

16

10SB12G/A
17th Page of 57
TOC
1st
Previous
Next
Bottom
Just 17th

and  software  development  costs.  The  Company  intends to be  compensated  by
retaining  25% of the usable space on each page to be used for  advertising  and
e-commerce.  The resulting revenue will be shared, net of commissions and costs,
25% to the bank and 75% to CDI. Advertising for the bank's existing products and
services  will be provided  free.  Should the bank identify  other  services and
goods to be advertised on the site,  the resulting  revenue will be shared 50/50
net of cost.                                                                    

Distribution Strategy:                                                          

The  Company  intends  to build a  network  of  relationships  with  established
companies in order to achieve national market coverage in a short period of time
with a moderate  investment.  Management is currently in preliminary  talks with
several  companies  that already sell systems  related  products and services to
target market banks. Their customer  relationships  should permit fast access to
banks'  decision  makers,  and system  specialists  from  [yourbank]Online  will
provide technical  support to close the sale. In addition,  the Company plans on
building an internal sales force.                                               

Revenue Model:                                                                  

The  Company's  revenues are projected to come from several  sources.  Since the
Company's  economic model is unique in the marketplace,  management has used its
best judgment to identify these sources,  recognizing that  substantial  changes
may occur as the market grows and matures:                                      

     1.   Sales  of  the  basic  online  banking  system,  including  licensing,
software and installation support.                          
     2.   Sales of system  enhancements  and newly developed  financial  service
modules.                                                    
3.   Service bureau fees.                                             
     4.   Referral revenue and transaction fees from outside service  providers,
   such as mortgage lenders, stock trading, and equipment leasing.
5.   Share of advertising and sponsorship revenues.                   

The  Company  believes  that  owning  online  financial  accounts is a strategic
gateway to other electronic  purchases,  making online customers worth much more
than  traditional  bank customers.  User  acquisition  costs are lower than pure
Internet  companies,  due to the banks' existing client  relationship.  Revenues
from advertising  will be higher due to the desirable  demographics of the user,
inherent  "stickiness' of bank accounts and the frequent  account visits.  River
City Bank reports that  registered  users visit the site an average of 2.5 times
per week.  The Financial  Portal will give  customers  more reasons to regularly
visit the                                                                       

17

10SB12G/A
18th Page of 57
TOC
1st
Previous
Next
Bottom
Just 18th

bank's web site. When customers find relevant and useful services in addition to
the basic ones, then they are discouraged from search for and going to competing
sites thus,  providing more opportunities for revenue for the bank and more time
for relationship building.                                                      

Factors in the revenue model are:                                               

Target Market                                                                   
-------------                                                                   
The first target  market will be all banks and credit unions under the top tier,
with a focus on banks that have higher demographics in the retail customer base.
The target market is the 1,444  institutions  with assets of $400 million to $10
billion, which represent over 60 million users.                                 

Turn-Key Approach                                                               
-----------------                                                               
The Company will provide a turn-key  Internet banking system to create immediate
presence without a bank having to add staff,  extensive  equipment,  training or
development  time.  The Company  will  establish  a service  bureau in a central
location  where  server  "farms" will be housed.  These  servers will act as the
Online Financial  Warehouses for the banks.  [yourbank]online  will also provide
technical assistance,  customer service,  staff training,  system upgrades,  web
page creative development, and monthly activity reporting. A bank will only need
to provide Internet  access, a database  transfer file and a staff member at the
bank to work with [yourbank]online representatives. The Company will provide the
systems and support to help the banks become portals.                           

Portal Development                                                              
------------------                                                              
Management  expects each bank's  portal to develop in stages.  The initial stage
will include basic services such as checking/savings  account  management,  loan
account  management  and bill payment.  In the second  stage,  banks build their
experience with their customer base, and introduce additional financial services
according to the  preferences  of its customers.  In the mature stage,  when the
banks become financial portals, more opportunities emerge. The range of services
will be  selected  according  to the  needs  and  opportunities  of each  bank's
customer  base. A stream of revenue from a diverse range of services,  including
bank-based and outsourced services should generate strong  profitability for the
banks and the Company.  Vast amounts of demographic  data and  transaction  data
collected  and analyzed  from  customer  experience  with the system will create
opportunities for highly targeted marketing. Management believes that customized
services  can be marketed to  individual  customers or  categories  of customers
identified  from  the  analysis.  The  potential  for  one-to-one  marketing  is
exceptional through the                                                         

18

10SB12G/A
19th Page of 57
TOC
1st
Previous
Next
Bottom
Just 19th

Financial  Portal,  and   superior  to  opportunities  of  other  Internet-based
businesses.                                                                     

Competition for (yourbank)Online Software                                       
-----------------------------------------                                       

Competition  consists of software  companies  offering  products  comparable  to
[yourbank]Online  and a wide array of internet  companies with offerings ranging
from specific financial services (i.e. Schwab) to general portals such as Yahoo!
or AOL,  which  include  some  financial  services  among  their  wide  range of
offerings.                                                                      

The  only  software  product  as  full-featured  and  with as  wide a  range  of
capabilities  as  [yourbank]Online  is the range of products put out by Security
First  (NASDAQ:  "SONE").  Security  First has targeted  banks over $10 billion.
While they have been well  received in the stock  market,  their entire  revenue
model  is based on up front  fees as high as $1  million,  and user  fees to the
banks  ranging  from $1.50 to $3.50 per  account  per month.  A reading of their
investment  materials  is  highly  recommended  to  any  potential  investor  in
Consolidated Data.                                                              

Online Resources and Nfront are examples of two direct  competitors.  Neither of
these companies offer products with the full range of features and  capabilities
of  [yourbank]online.  Moreover,  their entire model is built on obtaining  fees
from banks for the software.                                                    

More than 100 companies offer some type of internet software to banks, including
many that have been long-time  providers of bank operating  systems.  No company
has  achieved a dominant  market share and with less than 5% of the banks online
there is a large share  available.  These companies are not internet  companies,
but software companies.  The possibility exists that some will eventually prefer
to buy existing  software  rather than develop their own;  indeed Security First
recently purchased Edify in order to augment their online capabilities.         

In regard to the wider market of specialized financial sites and general-purpose
portals,  each of these can be considered as much a potential  strategic partner
as a competitor.  The Company's  strategy of acquiring and leveraging  community
banks'  customer  base is based on the premise  that a large group of  customers
will ultimately  prefer doing business with a local financial  institution  that
they can readily access in physical form. The Company's competitive advantage is
simply to  provide a  superior  product  for far below  market  cost in order to
leverage a bank's  customer  base into a set of  registered  users.  The Company
believes  this can be done for far less  investment  than  building a  financial
services portal through advertising.                                            

19

10SB12G/A
20th Page of 57
TOC
1st
Previous
Next
Bottom
Just 20th

Contractors Directory                                                           

Historical Development of the Contractors Directory                             
---------------------------------------------------                             

From  1997  through  First  Quarter  1999,  the  Company  was  involved  in  the
development    and    operation    of   a   website,    Contractors    Directory
(contractors-directory.com).  This site was  designed  to  provide  construction
contractors with  information  useful to their business such as notices of liens
filed,  notices of building  permits,  directories  of  contractors,  notices of
upcoming  bids,  and other  services of interest  to a  contractor.  Contractors
Directory also provided website development for individual contractors. The site
grew from Pakie Plastino's previous history as a contractor and his ownership of
another company,  Contractors  Lien Service,  which files and enforces liens for
contractors.                                                                    

The Company,  through loans from Pakie Plastino and his related  companies,  has
invested  approximately  $700,000 in the  development of Contractors  Directory.
This has resulted in the production of negligible revenue.  Current plans are to
sell off all  assets of  Consolidated  Data  Inc.  associated  with  Contractors
Directory.                                                                      

Description of the Contractors Directory                                        
----------------------------------------                                        

The  Contractor's  Directory  provides an  internet  site  available  to general
contractors, subcontractors,  architects, property managers, insurance companies
and other  individuals  and  entities  involved  in the  construction  industry.
Subscribers in various  categories are able to provide  information  about their
companies  that  interested  parties can review in the  privacy of their  office
using DOS or Windows.  Each  subcontractor or supplier can provide a color photo
and up to eight pages of text describing their company. Additionally, bid lists,
building  permits,  and credit and lien information will be updated daily of the
website.  General  contractors  and other  interested  parties can receive  this
service for a fee.                                                              

Competition                                                                     
-----------                                                                     

Management  believes that there are no other companies offering services similar
to  the  Contractor's   Directory.   General  contractors,   property  managers,
engineers,  architects and others in the industry normally find  sub-contractors
and suppliers through the standard Yellow Pages or by word of mouth.            

20

10SB12G/A
21st Page of 57
TOC
1st
Previous
Next
Bottom
Just 21st

Risk Factors                                                                    

1.  Dependence on the Banking Industry                                          

         For  the  foreseeable  future,  Consolidated  Data  expects  to  derive
substantially  all of its revenues from products and services  provided to banks
and other  participants  in the banking  industry.  Accordingly,  the  Company's
future success significantly depends upon the continued demand for its solutions
within this  industry.  The Company  believes  that an  important  factor in its
growth will be the willingness of the banking  industry to pursue  technological
innovation  and  customer  demand and  acceptance  of such  innovation.  If this
environment of change were to slow, the Company could experience  reduced demand
for its products and services.  In addition,  changes in economic conditions and
unforeseen events,  such as recession,  inflation or other adverse  occurrences,
may result in a  significant  decline in the  utilization  of bank  services  or
demand for the  Company's  products  and  services.  Any event  that  results in
decreased consumer or corporate use of bank services,  or increased pressures on
banks toward the in-house  development and implementation of revenue enhancement
or  cost  reduction  measures,  could  have a  material  adverse  effect  on the
Company's business, financial condition and results of operations.              

2. Dependence On Uncertain Market                                               

         The market for  Internet-based  financial  services  only has  recently
begun to develop and market  demand for the  Company's  products and services is
uncertain. Certain critical issues concerning commercial use of the Internet for
financial services,  including security,  reliability,  ease and cost of access,
and quality of service are evolving  and may impact the growth of Internet  use.
The Company cannot predict the size of the market for  Internet-based  financial
services  or the  rate at  which  such  market  will  grow.  If the  market  for
Internet-based  financial  services  fails  to  grow,  grows  more  slowly  than
anticipated,  or becomes  saturated with  competitors,  the Company's  business,
financial  condition  and results of operations  would be  materially  adversely
affected.                                                                       

         The  Company's  future  success  will  depend on its ability to design,
develop,  test,  sell and  support  enhancements  of  current  products  and new
software  products on a timely  basis in response  to changing  customer  needs,
competition,  technological  developments and emerging industry standards. There
is no assurance that the Company will be able to do this.                       

         The market for the Company's  products and services is characterized by
rapidly changing technology,  evolving industry                                 

21

10SB12G/A
22nd Page of 57
TOC
1st
Previous
Next
Bottom
Just 22nd

standards,   emerging   competition   and   frequent  new  product  and  service
introductions.  Such developments  could limit the marketability of its products
and  services.  There can be no  assurance  that the  Company  can  successfully
identify  new  product  opportunities  and develop  and bring new  products  and
services  to market in a timely  manner.  Furthermore,  telephone  and  personal
computer  banking  systems  have  been  marketed  in the past by  other  banking
companies, and have not enjoyed widespread consumer demand.  Accordingly,  there
can be no  assurance  that  there  will be  widespread  consumer  acceptance  of
sophisticated banking systems such as that of the Company.                      

3. Dependence On Key Personnel.                                                 

         The Company's  continued success is dependent,  to a large degree, upon
the efforts of its current executive officers. The loss or unavailability of any
such person could have an adverse effect on the Company. At the present time the
Company  does not  maintain  key man life  insurance  policies  for any of these
individuals.  Also,  the  continued  success  and  viability  of the  Company is
dependent  upon its ability to attract  and retain  qualified  personnel  in all
areas of its business, especially management positions. In the event the Company
is unable to  attract  and  retain  qualified  personnel,  its  business  may be
adversely  affected.  There are  currently no  employment  agreements  in place.
Management is;  however,  currently  negotiating  agreements  with the executive
officers of the Company.                                                        

4. Limited Operating History                                                    

         The  Company  only  has no  operating  history  upon  which  to base an
evaluation of its business and prospects.  Operating  results for future periods
are subject to numerous  uncertainties,  and there can be no assurance  that the
Company will achieve or sustain  profitability  on an annual or quarterly basis.
The Company's  prospects must be considered in light of the risks encountered by
companies in the early stage of development,  particularly  companies in new and
rapidly  evolving  markets.  Future  operating  results  will  depend  upon many
factors,  including the demand for the Company's software products, the level of
product and price competition, the Company's success in attracting and retaining
motivated and qualified personnel, and in particular,  the growth of activity on
the Internet World Wide Web as it relates to the financial services industry.   

5. Product Concentration                                                        

        Substantially   all  of  the   projected   revenue  of  the  Company  is
attributable to the Company's  (yourbank)Online  software product.  This product
and related services currently are expected to                                  

22

10SB12G/A
23rd Page of 57
TOC
1st
Previous
Next
Bottom
Just 23rd

account for most of the Company's total revenue for the foreseeable future. As a
result,  a decline in demand for, or failure to achieve broad market  acceptance
of  (yourbank)Online  as  a  result  of  competition,  technological  change  or
otherwise,  would  have a material  adverse  effect on the  Company's  business,
financial  condition and results of operations.  The Company's  future financial
performance will depend in part on the successful development,  introduction and
customer acceptance of new and enhanced versions of  (yourbank)Online  and other
products.  There can be no  assurance  that the Company  will be  successful  in
marketing (yourbank)Online or any new or enhanced products.                     

6. Risks of Product Defects and Product Liability                               

        As  a  result  of  their  complexity,   software  products  may  contain
undetected  errors or failures  when first  introduced  or as new  versions  are
released.  There can be no assurance  that,  despite  testing by the Company and
testing and use by current and potential customers,  errors will not be found in
new products after commencement of commercial shipments.  The occurrence of such
errors could result in loss of or delay in market  acceptance  of the  Company's
products,  which could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company's product also may be
vulnerable to break-ins and similar  disruptive  problems  caused by Internet or
other users. Such computer  break-ins and other disruptions would jeopardize the
security of information  stored in and transmitted  through the computer systems
of the Company's  customers,  which may result in  significant  liability to the
Company and deter  potential  customers.  The sale and support of the  Company's
products  may entail the risk of liability  claims.  A product  liability  claim
brought  against  the  Company or could have a  material  adverse  effect on the
Company's business, financial condition and results of operations.              

7. The Ability to Manage Growth                                                 

        Should the Company be successful  in the sales and marketing  efforts of
its (yourbank)Online  software product it will experience  significant growth in
operations. If this occurs management anticipates that additional expansion will
be required in order to continue its product  development.  Any expansion of the
Company's  business would place further demands on its  management,  operational
capacity and financial  resources.  The Company anticipates that it will need to
recruit  qualified   personnel  in  all  areas  of  its  operations,   including
management, sales, marketing, delivery and software development. There can be no
assurance  that the  Company  will be  effective  in  attracting  and  retaining
additional qualified personnel,  expanding its                                  

23

10SB12G/A
24th Page of 57
TOC
1st
Previous
Next
Bottom
Just 24th

operational capacity or otherwise managing growth. In addition,  there can be no
assurance  that the Company's  current  systems,  procedures or controls will be
adequate  to support any  expansion  of S1's  operations.  The failure to manage
growth  effectively  could  have a  material  adverse  effect  on the  Company's
business, financial condition and results of operations.                        

8. Risk of System Failure and/or Security Risks                                 

     Despite the implementation of security measures,  the core of the Company's
network  infrastructure  could be vulnerable to  unforeseen  computer  problems.
Although the Company  believes it has taken steps to mitigate  much of the risk,
it may in the  future  experience  interruptions  in  service as a result of the
accidental  or  intentional  actions  of  Internet  users,  current  and  former
employees  or others.  Unknown  security  risks may result in  liability  to the
Company and also may deter financial  institutions  from purchasing its software
and services, and individuals from conducting transactions with it. Although the
Company intends to continue to implement and establish security measures,  there
can be no assurance that measures  implemented by S1 will not be circumvented in
the  future,  which  could  have a  material  adverse  effect  on the  Company's
business, financial condition or results of operations.                         

9. Competition                                                                  

        The  market  for  Internet-based  financial  software  applications  and
banking  services  is  extremely   competitive  and  the  Company  expects  that
competition will intensify in the future.  The Company believes that its ability
to compete  successfully  depends  upon a number of  factors,  including  market
presence; the capacity,  reliability and security of its network infrastructure;
ease of access to and  navigation of the Internet;  the pricing  policies of its
competitors and suppliers;  the timing of  introductions of its new products and
services and that of its competitors; its ability to support industry standards;
and industry and general economic trends.  Many of these  competitors are larger
than the Company and have greater financial and other resources.                

        In addition to competing  with a variety of third  parties,  the Company
will experience  competition  from its customers and potential  customers.  From
time to time, these potential  customers  develop,  implement and maintain their
own services and applications for revenue  enhancements,  cost reductions and/or
enhanced customer services, rather than purchasing services and related products
from third parties. As a result, the Company must continuously  educate existing
and  prospective  customers  about the  advantages of purchasing  its solutions.
There can be no                                                                 

24

10SB12G/A
25th Page of 57
TOC
1st
Previous
Next
Bottom
Just 25th

assurance  that these  customers  or other  potential  customers  will  perceive
sufficient  value in the  Company's  solutions to justify  investing in them. In
addition,   customers  or  potential   customers   could  enter  into  strategic
relationships with one or more of the Company's  competitors to develop,  market
and sell competing services or products.                                        

10. Dependence on Proprietary Technology and Risk of Infringement               

        The Company's  success will depend  significantly  upon its  proprietary
technology and information.  The Company relies upon a combination of copyright,
trademark  and trade secret laws and  confidentiality  procedures to protect its
proprietary technology and information. There can be no assurance that the steps
taken by it to  protect  its  services  and  products  are  adequate  to prevent
misappropriation   of  its   technology  or  that  the   Company's   competitors
independently will not develop technologies that are substantially equivalent or
superior to its technology. Further, it is very difficult to police unauthorized
use  of the  Company's  software  due  to  the  nature  of  software.  Any  such
misappropriation of the Company's  proprietary  technology or information or the
development of competitive  technologies could have a material adverse effect on
the Company's business,  financial  condition and results of operations.  It may
also be necessary or desirable in the future to obtain  additional  licenses for
use of  third-part  products  in the  Company's  solutions  and  there can be no
assurance  that the  Company  will be able to do so on  commercially  reasonable
terms, if at all.                                                               

11. Government Regulation                                                       

        The Company's  primary  customers  are banks.  Although the products and
services  currently offered by it will not be subject to any material,  specific
government  regulation the banking industry,  including  electronic  banking, is
regulated heavily,  and the Company expects that such regulation will affect the
relative  demand for its products and services.  There can be no assurance  that
federal,   state  or  foreign  governmental   authorities  will  not  adopt  new
regulations  addressing electronic banking or banking operations generally which
could  require  the  Company to modify  its  current  or future  solutions.  The
adoption of laws or regulations affecting the Company or its customers' business
could  reduce  the  Company's  growth  rate or could  otherwise  have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.                                                                     

12. Dividend Policy                                                             

25

10SB12G/A
26th Page of 57
TOC
1st
Previous
Next
Bottom
Just 26th

     The  Company  does  not  presently  intend  to pay  cash  dividends  in the
foreseeable  future,  as any  earnings  are  expected to be retained  for use in
developing and expanding its business.  However,  the actual amount of dividends
received from the Company will remain subject to the discretion of the Company's
Board of Directors and will depend on results of operations,  cash  requirements
and future prospects of the Company and other factors.                          

Significant Customers and/or Suppliers                                          
--------------------------------------                                          

N/A                                                                             

Employees                                                                       

At 7/15/99 the Company  operated with the services of its  Directors,  Executive
Officers, and three additional employees and consultants. There is no collective
bargaining agreement in place.                                                  

26

10SB12G/A
27th Page of 57
TOC
1st
Previous
Next
Bottom
Just 27th


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                   
OR PLAN OF OPERATION                                                            

SELECTED FINANCIAL DATA                                                         
-----------------------                                                         

The  selected  financial  data in Table  No. 1 for  Fiscal  1998 and 1997  ended
September  30th was derived from the  financial  statements of the Company which
were  audited by William  Butcher,  CPA,  as  indicated  in his report  which is
included elsewhere in this Registration Statement.                              

The selected financial data for the nine month period ended June 30th is derived
from the unaudited  financial  statements of the Company,  also included  herein
and, in the opinion of the Company,  present  fairly the  information  set forth
herein.                                                                         

The selected  financial  data was  extracted  from the more  detailed  financial
statements and related notes  included  herein and should be read in conjunction
with such financial  statements  and with the  information  appearing  under the
heading,  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations".                                                         

 Table No. 1
 Selected Financial Data
 ($ in 000, except per share data)

                        9 Months Ended         Year             Year
                          6/30/99             Ended            Ended
                                            9/30/98          9/30/97

Revenue                           $25.0             $17.5            $29.5      
Net Income (Loss)                ($319)          ($175.8)         ($405.9)      
Earnings (Loss) per Share       ($0.03)           ($0.03)          ($0.08)      
Dividends per Share                   0                 0                0      

WtgAvg#Shares (000)              10,784             5,256            5,026      
Working Capital                  ($460)              $0.5             $0.6      
Long Term Debt                       $0              $526             $378      
Shareholders' Equity               $241            ($396)           ($240)      
Total Assets                       $772              $130             $140      

27

10SB12G/A
28th Page of 57
TOC
1st
Previous
Next
Bottom
Just 28th

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

Cash Balances                                                                   
-------------                                                                   

The Company  maintains  its major cash  balances at one  financial  institution,
Seattle First  National  Bank,  located in Mountlake  Terrace,  Washington.  The
balances  are  insured  by  the  Federal  Deposit  Insurance  Corporation  up to
$100,000. At July 15, 1999, there were no uninsured cash balances.              

LIQUIDITY AND CAPITAL RESOURCES                                                 
-------------------------------                                                 

Fiscal 1998 and 1997 Ended 9/30                                                 
-------------------------------                                                 

Cash Used In 1998 Operating Activities totaled ($106),  including the ($175,773)
Net Loss; the primary adjusting items were ($3,348) in office equipment,  ($632)
for  accrued  interest  receivable,   ($2,111)  in  payroll  taxes,  $14,003  in
depreciation  and amortization  and $42,703 in accrued  interest  payable.  Cash
provided by 1998 Financing Activities totaled $125,052.                         

Cash Used from inception through September 30, 1997 Operating Activities totaled
($589),  including the  ($405,879) Net Loss;  the primary  adjusting  items were
$75,000  for  Directory   Marketing   Rights,   $10,589  in   depreciation   and
amortization,  $2,111 in payroll taxes, $20,758 in accrued interest payable, and
($25,000)  for software Cash provided  from 1997  Financing  Activities  totaled
$472,989.                                                                       

RESULTS OF OPERATIONS                                                           
---------------------                                                           

Fiscal 1998 and 1997 Ended 9/30                                                 
-------------------------------                                                 

General and administrative expenses for the fiscal year ended September 30, 1998
totaled  $151,217 and the Company  experienced a net loss of ($175,773)  against
revenues  of $17,515.  The major  expenses  during  this period were  $13,333 in
amortization;  $102,201 for contract labor;  $7,500 for Director's fees; $12,974
for rent of equipment;  and, $3,600 for office rent and related office expenses.
The  categories  of  telephone;   travel;  general  supplies;   office  expense;
miscellaneous expenses; licenses; internet expenses;  depreciation;  consulting;
and, bank charges made up the remainder of the total expenses.                  

From inception through September 30, 1997, general and  administrative  expenses
totaled  $414,620  and the Company  experienced  a net loss of $405,879  against
revenues  of $29,518.  The major  expenses  during  this period were  $36,589 in
advertising and promotion; $10,589 in amortization;  $31,247 in consulting fees;

28

10SB12G/A
29th Page of 57
TOC
1st
Previous
Next
Bottom
Just 29th

$197,217 in contract  labor;  $25,000 in Director's  fees;  $17,092 in legal and
professional  fees;  $16,484  in office  expenses;  $12,443 in  equipment  rent;
$10,754 in wages and salaries;  and,  $27,545 in website fees. The categories of
travel; telephone;  supplies;  miscellaneous expenses; and, bank charges made up
the remainder of the total expenses.                                            

The Nine Months ended June 30, 1999                                             
-----------------------------------                                             

Total expenses for the nine months ended June 30, 1999,  totaled $307,284.  This
was a significant  increase as compared to the year ended 9/30/98.  The increase
in expenses and the corresponding  increase in loss from operations was a direct
result of the increased business activity as compared to the previous year.     

The Company  reported a net loss for the nine  months  ended June 30,  1999,  of
($318,694).                                                                     

Known Trends                                                                    
------------                                                                    

Management  has determined  that because of the  deficiency in working  capital,
significant  operating  losses and lack of  liquidity,  there is doubt about the
ability of the  Company to  continue  in  existence  unless  additional  working
capital  is  obtained.  Consequently  such  trends or  conditions  could  have a
material adverse effect on the Company's financial  position,  future results of
operations,  or liquidity.  The Company  currently has plans to raise sufficient
working capital through equity financing or reorganization of the Company.      

Inflation                                                                       
---------                                                                       

The  Company's  results of  operations  have not been  affected by inflation and
management does not expect inflation to have a material impact on its operations
in the future.                                                                  

Y2K Compliance                                                                  
--------------                                                                  

Management believes the (yourbank)Online  system is fully Y2K compliant and does
not expect Year 2000 transition  issues to have a material impact on operations.
All aspects of the system have been designed to accurately handle any Y2K issue.

FORWARD-LOOKING STATEMENTS                                                      
--------------------------                                                      

From time-to-time,  the Company or its representatives may have made or may make
forward-looking   statements,   orally  or  in  writing.   Such  forward-looking
statements  may be  included  in,  but not  limited  to,  press  releases,  oral
statements  made with the                                                       

29

10SB12G/A
30th Page of 57
TOC
1st
Previous
Next
Bottom
Just 30th

approval of an authorized  executive  officer or in various  filings made by the
Company  with  the  Securities  and  Exchange  Commission  or  other  regulatory
agencies.  Words or phrases  "will likely  result",  "are  expected  to",  "will
continue",  " is anticipated",  "estimate",  "project or projected",  or similar
expressions  are intended to identify  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act").  The  Reform  Act does  not  apply to  initial  registration  statements,
including  this filing by the  Company.  The Company  wishes to ensure that such
statements  are  accompanied  by  meaningful  cautionary  statements,  so  as to
maximize to the  fullest  extent  possible  the  protections  of the safe harbor
established  in the Reform Act.  Accordingly,  such  statements are qualified in
their entirety by reference to and are  accompanied by the following  discussion
of  certain  important  factors  that  could  cause  actual  results  to  differ
materially from such forward-looking statements.                                

The risks identified here are not inclusive. Furthermore, reference is also made
to other sections of this Registration Statement that include additional factors
that could adversely  impact the Company's  business and financial  performance.
Also,  the  Company   operates  in  a  very  competitive  and  rapidly  changing
environment.  New risk  factors  emerge from time to time and it is not possible
for management to predict all such risk factors, not can it access the impact of
all such risk  factors  on the  Company's  business  or the  extent to which any
factor  or   combination   of  factors  may  cause  actual   results  to  differ
significantly   from  those   contained  in  any   forward-looking   statements.
Accordingly,   forward-looking  statements  should  not  be  relied  upon  as  a
prediction of actual results.                                                   

ITEM 3. DESCRIPTION OF PROPERTY                                                 
-------------------------------                                                 

The  Company  rents  approximately  1,400  square  feet of space at 6912  220th,
Mountlake   Terrace,   Washington   98043,  on  a  month  to  month  bases,  for
administrative  and  sales  efforts.  The  Company  pays $300 per month for this
facility. The Company considers the facility adequate for current purposes.     

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                     
-----------------------------------------------------------                     
MANAGEMENT                                                      
----------                                                      

The Registrant is a publicly-owned corporation, the shares of which are owned by
United States residents. The Registrant is not controlled directly or indirectly
by another corporation or any foreign government.                               

30

10SB12G/A
31st Page of 57
TOC
1st
Previous
Next
Bottom
Just 31st

Table No. 2 lists as of July 15, 1999 all  persons/companies  the  Registrant is
aware of as being the  beneficial  owner of more than five  percent  (5%) of the
common stock of the Registrant.                                                 

 Table No. 2

 5% Shareholders

Title                              Amount and Nature  Percent                   
of                               of Beneficial      of                      
Class   Name of Beneficial Owner   Ownership          Class #                   
------  ------------------------   -----------------  -------                   
Common  Pakie Plastino (1)         4,875,000          45.2%                     
Common  DTEK           (2)         2,685,000          24.9%                     

TOTAL                            7,560,000          70.1% (3)(4)            

#    Based on 10,784,000 shares outstanding as of July 15, 1999.      
1.   4,650,000 of these shares are restricted pursuant to Rule 144    
2.   All of these shares are restricted pursuant to Rule 144          
     3.   Does not reflect share  purchase  options for 250,000 shares of common
          stock  issued to Wall  Street  Marketing  Group  Inc.  for  consulting
          services;  does not include  300,000  shares of common stock issued to
          Intercorp  Inc. for  consulting  services;  and,  does not include the
conversion of preferred stock.                              
     4.   All 100,000 shares of Preferred Stock currently  outstanding are owned
          beneficially  and  of  record  by HEP  Trust  Company,  located  at 22
          Grapetree/Cocoplum  West Bay Road,  Grand Cayman Island,  British West
Indies.                                                     

Table No. 3 lists as of July 15, 1999 all Directors  and Executive  Officers who
beneficially  own the  Registrant's  voting  securities  and the  amount  of the
Registrant's  voting securities owned by the Directors and Executive Officers as
a group.                                                                        

 Table No. 3
 Shareholdings of Directors and Executive Officers

Title                                        Amount and Nature   Percent        
of                                           of Beneficial          of      
Class   Name of Beneficial Owner                   Ownership     Class #        

Common  Pakie Plastino, Chairman & Director       4,875,000        45.2%        
Common  William D. Doehne                           250,000         2.3%        

   Total                                     6,125,000        47.5%(1)

#    Based on 10,784,000 shares outstanding as of July 15, 1999.      

     (1)  Does not reflect share  purchase  options for 250,000 shares of common
          stock  issued to Wall  Street  Marketing  Group  Inc.  for  consulting
          services;  does not include  300,000  shares of common stock issued to
          Intercorp  Inc. for  consulting  services;  and,  does not include the
conversion of preferred stock                               

31

10SB12G/A
32nd Page of 57
TOC
1st
Previous
Next
Bottom
Just 32nd


ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND                           
-----------------------------------------------------                           
CONTROL PERSONS                                               
---------------                                               

Table No. 4 lists as of July 15, 1999 the names of the Directors of the Company.
The Directors have served in their  respective  capacities  since their election
and/or appointment and will serve until the next Annual Shareholders' Meeting or
until a successor is duly  elected,  unless the office is vacated in  accordance
with the  Articles/By-Laws  of the Company.  All  Directors  are  residents  and
citizens of the United States.                                                  

 Table No. 4
 Directors

                                        Date First
                                           Elected
Name                                    Age          or Appointed               
----                                    ---          ------------               

Pakie Plastino                           50             July 1997               
William D. Doehne                        46             July 1997               
(1)  Member of Audit Committee.                                                 

Table No. 5 lists,  as of July 15, 1999, the names of the Executive  Officers of
the  Company.  The  Executive  Officers  serve at the  pleasure  of the Board of
Directors. All Executive Officers are residents/citizens of the United States.  

 Table No. 5
Executive Officers

Name                Position                   Date of Board Approval           
----                --------                   ----------------------           

Pakie Plastino     Chairman                          July 1997                  
William D. Doehne  Chief Operating Officer           July 1997                  

Business Experience                                                             
-------------------                                                             

Pakie Plastino.  Mr. Plastino is Chairman and a Director of the Company.  He has
been  employed by the Company  since March 1997.  His  responsibilities  include
coordinating strategy,  planning, and marketing. Mr. Plastino is also an officer
of Construction Lien and Credit Services, a Seattle-based  company that provides
lien  filing  and  collection  services  for  contractors,  and  ChekProtekt,  a
Seattle-based company that provides check collection services for merchants. Mr.
Plastino  has been an active  businessman  in the Seattle  area for more than 20
years and resides in Seattle and in Palm Springs, California.                   

Johathan J. Goody.  Mr. Goody is a member of the Advisory  Board of the Company.
He is a former Vice President and sales  executive                              

32

10SB12G/A
33rd Page of 57
TOC
1st
Previous
Next
Bottom
Just 33rd

for  Private  Business  Inc.  of  Brentwood,  Tennessee.  Private  Business is a
software  company  that  provides  cash  management  software to small  business
through  community bank partners.  Mr. Goody joined Private Business in 1992 and
was it grow to over $60  million  in sales  and more  than 350  people.  Private
Business  became a public  company in June 1999. The Private  Business  business
manager  system has been sold to over 1,400 bank clients.  Mr.  Goody's  primary
responsibility with Private Business included sales to banks located on the West
Coast.  In this  capacity he sold the  Company's  software to over 200 community
banks.  Mr.  Goody  is  also a  founding  partner  of  Bay  Equity  Real  Estate
Acquisitions,  a private real estate  holding  company.  Mr. Goody  attended the
University of Southern California where he received a Bachelor of Science Degree
in Business Administration.                                                     

William D. Doehne.  Mr. Doehne is the Chief Operating  Officer and a Director of
the  Company..  Mr.  Doehne is also the President of  Contractors  Directory,  a
company  owned by Pakie  Plastino,  the  Chairman and a Director of the Company.
Prior  to  joining  Contractors  Directory,  Mr.  Doehne  was the  President  of
Consolidated  Bank Card  Systems,  of Bothell,  Washington,  a company  which he
owned.                                                                          

Curt Dean Blake. Mr. Blake is a member of the Company's Advisory  Committee.  He
is  formerly  the Chief  Operating  Officer of Starwave  Corporation,  a company
involved in the collection of content sites on the Internet. Mr. Blake graduated
from the  University of Washington in 1980 when he received his Bachelor of Arts
degree in Business Administration.  In June 1983 he received his Juris Doctorate
from the  University  of  Washington  and in 1984 he  received  his MBA from the
University of Washington.                                                       

Gary L. Bylund. Mr. Bylund is a member of the Company's Advisory  Committee.  He
is currently  the President and Chief  Executive  Officer of Corporate  Planning
Systems,   L.L.C.,  a  company  involved  in  employee  benefit   brokerage  and
consulting.                                                                     

Jim David. Mr. David is a member of the Company's Advisory Committee.  He is the
President of Trilogy Software, a mainframe software publisher. From 1996 through
1998 he was employed by Data I/O Corporation  first as Vice President  Worldwide
Sales & Marketing  and then as  President.  From 1992 through 1995 he was a Vice
President  of Aldus  USA.  Mr.  David  received  both his MBA and B.S  (Business
Administration/Mathematics) from the University of Washington.                  

Involvement in Certain Legal Proceedings                                        
----------------------------------------                                        

Steven Everett Coryell                                        

33

10SB12G/A
34th Page of 57
TOC
1st
Previous
Next
Bottom
Just 34th

         On December  20, 1995, a civil  injunctive  complaint  was filed in the
         Fourth Judicial  District Court in Boise,(Cause  #CV0C95-06373D)  Idaho
         charging  that  Steven  Everett  Coryell,  the former  Chief  Executive
         Officer of Consolidated Data, and his company,  National  Investigative
         Consultants,  Inc. violated the anti-fraud and registrations provisions
         of the Idaho Securities Act. The defendants admitted the allegations in
         the complaint  which included that they sold  securities in the form of
         stock,  distressed loans packages and limited partnership  interests to
         13 residents of the state of Idaho. A judgement was entered against the
         defendants  on  March  27,  1996.  The  court's  order  found  that the
         defendants  violated the securities laws and permanently  enjoined them
         from engaging in such practices in the future.  Full restitution to the
         investors  in the amount of nearly  $345,000  was ordered by the court.
         Stipulation  for judgement and permanent  injunction was entered on May
         13, 1996. Mr. Coryell is the sole owner of DTEK Corporation,  the owner
of 2,685,000 common shares of the Company.                    

Pakie Plastino                                                

         On or around June 11, 1994,  Pakie Plastino was debarred from acting in
         any  capacity as a  contractor  in any  federally  funded  construction
         project by the U.S. Department of Education.  The term of the exclusion
expired on or about August 28, 1995.                          

Other than that described above,  there have been no events during the last five
years that are  material to an  evaluation  of the ability or  integrity  of any
director, person nominated to become a director,  executive officer, promoter or
control person including:                                                       

a) any bankruptcy petition filed by or against any business of which such person
was a general partner or executive  officer either at the time of the bankruptcy
or within two years prior to that time;                                         

b) any conviction in a criminal proceeding or being subject to a pending        
criminal proceeding (excluding traffic violations and other minor offenses);    

c) being subject to any order,  judgment, or decree, not subsequently  reversed,
suspended  or  vacated,  of any  court of  competent  jurisdiction,  permanently
enjoining,  barring, suspending or otherwise limiting his/her involvement in any
type of business, securities or banking activities;                             

34

10SB12G/A
35th Page of 57
TOC
1st
Previous
Next
Bottom
Just 35th

d) being found by a court of competent  jurisdiction  (in a civil  action),  the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended, or vacated.                                                

Family Relationships                                                            
--------------------                                                            

There are no family relationships between any of the officers and/or directors. 

Other Relationships/Arrangements                                                
--------------------------------                                                

There are no arrangements or understandings between any two or more Directors or
Executive  Officers,  pursuant  to which  he/she was  selected  as a Director or
Executive Officer.  There are no material arrangements or understandings between
any two or more Directors or Executive Officers.                                

On March 3, 1999 in  response  to newly  instituted  public  company  regulatory
requirements,  the Company engaged Inter Corp.,  Inc. of Seattle,  Washington to
procure  accounting  and legal  services  necessary to produce  current  audited
financial statements and to complete and file Form 10-SB with the Securities and
Exchange  Commission.  Inter Corp., Inc. also was to develop a business plan for
the online banking system.  The Company issued 300,000  restricted common shares
as payment for the $60,000 fee charged by Inter Corp., Inc.                     

The Company has awarded 250,000 share purchase  options to Wall Street Marketing
Group,  Inc., a firm which was hired to assist the Company in investor relations
matter.  To date Wall Street  Marketing Group Inc. has exercised 75,000 of these
share purchase options.                                                         

ITEM 6.  EXECUTIVE COMPENSATION                                                 
-------------------------------                                                 

The Company has no formal plan for  compensating its Directors for their service
in their  capacity as  Directors.  Directors are entitled to  reimbursement  for
reasonable travel and other  out-of-pocket  expenses incurred in connection with
attendance  at meetings of the Board of  Directors.  The Board of Directors  may
award special  remuneration to any Director  undertaking any special services on
behalf of the Company  other than  services  ordinarily  required of a Director.
During Fiscal 1997, no Director received and/or accrued any compensation for his
services  as  a  Director,  including  committee  participation  and/or  special
assignments.                                                                    

35

10SB12G/A
36th Page of 57
TOC
1st
Previous
Next
Bottom
Just 36th

During Fiscal 1999,  the Company  awarded  25,000 shares of common stock to each
member of the Advisory Board.                                                   

The Company has no material bonus or profit sharing plans pursuant to which cash
or  non-cash  compensation  is or may be  paid  to the  Company's  Directors  or
Executive  Officers.  The  Company  has  no  stock  option  or  other  long-term
compensation program.                                                           

During  1998,  no funds  were set aside or  accrued  by the  Company  to provide
pension, retirement or similar benefits for Directors or Executive Officers.    

The Company has no plans or arrangements in respect of remuneration  received or
that may be  received  by  Executive  Officers  of the Company in Fiscal 1998 to
compensate  such officers in the event of termination of employment (as a result
of resignation,  retirement,  change of control) or a change of responsibilities
following  a change of  control,  where the value of such  compensation  exceeds
$60,000 per Executive Officer.                                                  

The Company has no written employment agreements.                               

Between April 1997 and March 1999,  Pakie Plastino  received  100,000 shares per
month as compensation for his services.                                         

Other than that disclosed  above, no compensation was paid during Fiscal 1998 to
any of the  officers  or  directors  of the Company to the extent that they were
compensated in excess of $60,000.                                               

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         
-------------------------------------------------------                         

There have been no  transactions  since July 14,  1995 (Date of  Inception),  or
proposed transactions,  which have materially affected or will materially affect
the Company in which any Director,  Executive  Officer,  or beneficial holder of
more  that 10% of the  outstanding  common  stock,  or any of  their  respective
relatives,  spouses, associates or affiliates has had or will have any direct or
material indirect interest.                                                     

ITEM 8.  DESCRIPTION OF SECURITIES                                              
----------------------------------                                              

The authorized  capital of the  Registrant is 50,000,000  shares of common stock
with no par value and 5,000,000 shares of non-voting preferred stock with no par
value of which 5,256,000 of common stock was issued and outstanding at September
30, 1998,  the end of the most recent fiscal year. At July 15, 1999,  there were
10,784,000 shares of common stock outstanding. At September 30, 1998, the end of
the most recent fiscal year there were 100,000  shares of  non-voting  preferred
stock  outstanding  and as of  July                                             

36

10SB12G/A
37th Page of 57
TOC
1st
Previous
Next
Bottom
Just 37th

15, 1999 there were 100,000 shares of non-voting preferred stock outstanding.   

All common shares are equal to each other,  and when issued,  are fully paid and
non-assessable,  and the private property of shareholders who are not liable for
corporate  debts.  Preferred  shares have such  preferences as the Directors may
assign to them prior to  issuance.  Each holder of a common  share of record has
one vote for each  share of stock  outstanding  in his name on the  books of the
Corporation and shall be entitled to vote said stock.                           

The common stock of the Company shall be issued for such  consideration as shall
be fixed from time to time by the Board of  directors.  In the absence of fraud,
the  judgment  of the  Directors  as to the value of any  property  or  services
received in full or partial payment for shares shall be conclusive.  When shares
are issued upon payment of the  consideration  fixed by the board of  Directors,
such shares shall be taken to be fully paid stock and shall be non-assessable.  

Except as may otherwise be provided by the Board of Directors, holders of shares
of  stock  of the  Corporation  shall  have no  preemptive  right  to  purchase,
subscribe  for or  otherwise  acquire  shares of stock of the  Company,  rights,
warrants or options to purchase  stocks or  securities  of any kind  convertible
into stock of the Company.                                                      

Dividends  in cash,  property or shares of the Company may be paid,  as and when
declared  by the Board of  Directors,  out of funds of the Company to the extent
and in the manner permitted by law.                                             

Upon any liquidation, dissolution or winding up of the Company, and after paying
or adequately providing for the payment of all its obligations, the remainder of
the assets of the company shall be  distributed,  either in cash or in kind, pro
rata to the holders of the common stock, subject to preferences, if any, granted
to holders of the  preferred  shares.  The Board of Directors  may, from time to
time,  distribute to the shareholders in partial liquidation from stated capital
of the Company,  in cash or property,  without the vote of the shareholders,  in
the manner permitted and upon compliance with limitations imposed by law.       

Each  outstanding  share  of  common  stock  is  entitled  to one  vote and each
fractional share of common stock is entitled to a corresponding  fractional vote
on each matter submitted to a vote of shareholders.  Cumulative voting shall not
be allowed in the  election of  Directors  of the company and every  shareholder
entitled  to vote at such  election  shall  have the right to vote              

37

10SB12G/A
38th Page of 57
TOC
1st
Previous
Next
Bottom
Just 38th

the number of shares owned by him for as many persons as there are  Directors to
be elected, and for whose election he has a right to vote. Preferred shares have
no voting rights unless granted by amendment to the Articles of Incorporation.  

When, with respect to any action to be taken by the Shareholders of the Company,
the Colorado Corporation Code requires the vote or concurrence of the holders of
two-thirds of the outstanding  shares entitled to vote thereon,  or of any class
or  series,  any and every  such  action  shall be taken,  notwithstanding  such
requirements of the Colorado Corporation Code, by the vote or concurrence of the
holders of a majority of the outstanding shares entitled to vote thereon,  or of
any class or series.                                                            

Preferred Stock                                                                 

The Company initially  authorized  5,000,000 shares of no par value,  non-voting
preferred  stock,  the rights and  preferences  of which to be determined by the
Board of Directors at the time of issuance.                                     

On May 24, 1996, the Company  issued 100,000 shares of its preferred  stock at a
price of $0.10 per share. The Directors have assigned the following  preferences
to the issued and outstanding shares of Preferred Stock: (I) the Preferred Stock
shall be non-voting,  (II) the holders of the stock as a group have the right to
receive,  prorata,  a mandatory  dividend of 10% of the Company's adjusted gross
profit as  reflected  on its annual  corporate  income tax return and to be paid
within ten days of the filing thereof,  and (III) upon dissolution or winding up
of the  Company,  10% of the assets of the  Company  shall be  distributed  on a
prorata  basis to the  holders of the  Preferred  Stock  prior to  division  and
distribution  of assets to the holders of the Company's  Common Stock;  Further,
the holder of the  preferred  shares  shall sell to the  Company  the  preferred
shares for a price equal to the price paid by the preferred  shareholder for the
shares,  plus 50% of the  Company's  net profit as of the end of six months from
the  issuance  in the  event  there is any  change in the  Company's  management
(officers and directors) in the six months  following  issuance,  but subject to
the  Company's  obligation  to pay the same  amount to  purchase  and retire the
shares  if at the end of six  months  from the  issuance  there is no  change in
management.  The preferences  may be changed at any time with written  unanimous
approval by and between the Company and all holders of the preferred shares.    

Subsequently,  on or about May 19,  1997,  the Board of  Directors  altered  the
rights and preferences of the preferred stock as follows:                       

38

10SB12G/A
39th Page of 57
TOC
1st
Previous
Next
Bottom
Just 39th

               i) Upon  declaration  of any dividends by the Company,  preferred
          shares  shall each  receive 4.5 times the amount of  dividends on each
          common share,  and preferred  dividends shall be paid in full prior to
payment of any dividends on common shares.                  

               ii) Each share of  preferred  stock may be  converted at any time
into 4.5 common shares.                                     

               iii) Upon  liquidation,  after the  payment of all  creditors  or
          other parties having  superiority to capital stock,  preferred  shares
          shall be paid a  liquidation  value of $1.00  per  share  prior to any
distribution to common shareholders                         

All  100,000  shares  of  Preferred  Stock   currently   outstanding  are  owned
beneficially  and of record by HEP Trust Company,  Grand Cayman Island,  British
West Indies.                                                                    

Debt Securities to be Registered. Not applicable.                               
American Depository Receipts.  Not applicable.                                  
Other Securities to be Registered.  Not applicable.                             

39

10SB12G/A
40th Page of 57
TOC
1st
Previous
Next
Bottom
Just 40th

 PART II

Item 1.  Market Price Of And Dividends on the Registrant's                      
----------------------------------------------------------                      
Common Equity and Other Shareholder Matters                   
-------------------------------------------                   

The Company's common stock trades on the  Over-the-Counter  Electronic  Bulletin
Board in the United  States,  having the trading  symbol "CSDD" and CUSIP# 20902
W106. Trading volume and  high/low/closing  prices for the past ten quarters are
disclosed in the following table:                                               

 Table No. 7
NASBD Stock Trading Activity

Quarter        High            Low            Close           Volume            
Ended                                                                         
--------  --------------  --------------  --------------  --------------        
06/30/99        $17.00           $1.87           $4.50       2,171,000          
03/31/99         $2.00           $0.12           $1.81         565,000          
12/31/98         $0.69           $0.19           $0.25          78,101          

09/30/98    No Trading      No Trading      No Trading      No Trading          
06/30/98    No Trading      No Trading      No Trading      No Trading          
3/31/98     No Trading      No Trading      No Trading      No Trading          
12/31/97    No Trading      No Trading      No Trading      No Trading          

09/30/97    No Trading      No Trading      No Trading      No Trading          
06/30/97    No Trading      No Trading      No Trading      No Trading          
03/31/97    No Trading      No Trading      No Trading      No Trading          

The  Company's  common  stock is  issued in  registered  form.  Corporate  Stock
Transfer  (located in Denver,  Colorado) is the registrar and transfer agent for
the common stock.                                                               

On July 15, 1999  shareholders'  list for the  Company's  common  shares  showed
twenty four registered shareholders and 10,784,000 shares outstanding           

The Company has not  declared any  dividends  since  incorporation  and does not
anticipate that it will do so in the foreseeable  future.  The present policy of
the Company is to retain future earnings for use in its operations and expansion
of its business.                                                                

The preferred stock of the Company is not registered and does not trade.        

40

10SB12G/A
41st Page of 57
TOC
1st
Previous
Next
Bottom
Just 41st


ITEM 2.  LEGAL PROCEEDINGS                                                      
--------------------------                                                      

Other than discussed below, the Company knows of no material,  active or pending
legal  proceedings  against them; nor is the Company  involved as a plaintiff in
any material proceeding or pending litigation.                                  

Other  than  discussed  below,  the  Company  knows  of  no  active  or  pending
proceedings against anyone that might materially adversely affect an interest of
the Company.                                                                    

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                          
------------------------------------------------------                          

Not Applicable

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES                                
------------------------------------------------                                

Not Applicable

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              
--------------------------------------------------                              

The Company's By-Laws address indemnification under Article XIII.               

No  director or officer of the  Corporation  shall be  personally  liable to the
Corporation or any of its  stockholders for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director of
officer;  provided however,  that the foregoing provision shall not eliminate or
limit the  liability  of a director  of officer (i for acts or  omissions  which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of  dividends  in  violation  of Section  70-109-102,  et.  seq.  of the
Colorado  Revised  Statues.  Any repeal or  modification  of this Article by the
stockholders  of the  Corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  Corporation  for  acts or  omissions  prior to such  repeal  or
modification.                                                                   

41

10SB12G/A
42nd Page of 57
TOC
1st
Previous
Next
Bottom
Just 42nd

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.                                         

                                 Consolidated Data, Inc.

September 29, 1999                           /s/Pakie Plastino                  
------------------                           -----------------                  
Date                                         Chairman and Director              

42

10SB12G/A
43rd Page of 57
TOC
1st
Previous
Next
Bottom
Just 43rd

PART F/S

ITEM 1.  FINANCIAL STATEMENTS                                                   
-----------------------------                                                   

The  financial  statements  and notes  thereto  as  required  under ITEM #13 are
attached hereto and found  immediately  following the text of this  Registration
Statement.  The audit report of William  Butcher,  Independent  Certified Public
Accountant,  for the audited financial  statements for Fiscal 1998, 1997 and for
the six  months  ended  March 31,  1999 and notes  thereto  is  included  herein
immediately preceding the audited financial statements.                         

(A-1) Audited Financial Statements:  Fiscal 1998, 1997, and the six months ended
March 31, 1999.                                                                 

Auditor's Report, dated July 27, 1999                                           

Consolidated Balance Sheets for inception to 9/30/97, 9/30/98 and 3/31/99       

Consolidated  Statement  of Loss  and  Accumulated  Deficit  from  inception  to
9/30/97, 9/30/98 and the interim six months ended 3/31/99.                      

Consolidated Statements of Cash Flows from inception to 9/30/97, 9/30/98 and the
interim six months ended 3/31/99.                                               

Consolidated  Statement  of Changes in  Stockholders'  Equity from  inception to
9/30/97, 9/30/98 and the interim six months ended 3/31/99.                      

Notes to Financial Statements                                                   

42

10SB12G/A
44th Page of 57
TOC
1st
Previous
Next
Bottom
Just 44th

 CONSOLIDATED DATA, INC.
AND SUBSIDIARY
 (A Development Stage Company)

 AUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 1999 AND
 FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997

10SB12G/A
45th Page of 57
TOC
1st
Previous
Next
Bottom
Just 45th


 TABLE OF CONTENTS

                                                      Page

Accountant's Report                                               1             

Financial Statements                                                            
Balance Sheet                                                 2-3       
Statements of Loss and Accumulated Deficit                    4         
Statements of Cash Flows                                      5         
Statements of Changes in Stockholders' Equity                 6-8       

Notes to Financial Statements                                     9-11          

10SB12G/A
46th Page of 57
TOC
1st
Previous
Next
Bottom
Just 46th

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of                                   
Consolidated Data, Inc.                                                         
Mountlake Terrace, Washington                                                   

I have audited the accompanying Consolidated Balance Sheet of Consolidated Data,
Inc. and subsidiary for the interim period ended June 30, 1999 and for the years
ended September 30, 1998 and 1997 and the related Consolidated Statements of    
Loss and Deficit, Consolidated Statement of Cash Flows for the periods then     
ended, and the Consolidated Statement of Changes in Shareholders' Equity. My    
responsibility is to express an opinion on these financial statements based on  
my audit.                                                                       

I conducted my audit in accordance with generally accepted auditing standards.  
Those standards require that I 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. 
I believe that my audit provides a reasonable basis for my opinion.             

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Consolidated Data, Inc. and        
subsidiary for the interim period ended June 30, 1999 and for the years ended   
September 30, 1998 and 1997, and the results of its operations and its cash     
flows for the periods then ended in conformity with generally accepted          
accounting principles.                                                          

The accompanying financial statements have been prepared assuming that          
Consolidated Data, Inc. will continue as a going concern. As discussed in Note 4
to the financial statements, Consolidated Data, Inc. is engaged in new          
operations, and the ability to continue to exist as a going concern relies on   
the company's ability to retain adequate financing and to generate sufficient   
sales. Management plans in this regard are described in Note 4. The financial   
statements do not include any adjustment that might result from the outcome of  
the uncertainty of future agreements, financings or sales.                      

WILLIAM L. BUTCHER, CPA P.S.                                                    
Everett, Washington                                                             
September 24, 1999                                                              

10SB12G/A
47th Page of 57
TOC
1st
Previous
Next
Bottom
Just 47th

CONSOLIDATED DATA, INC. AND SUBSIDIARY
(A Development Stage Company) 
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997 
--------------------------------------------------------------------------------

ASSETS
------

                                 6/30/99         9/30/98         9/30/97
                                 -----------     -----------     -----------
CURRENT ASSETS                                                                  

Cash                             $    70,768     $       492     $       598
                                 -----------     -----------     -----------

       Total Current Assets           70,768             492             598

FIXED ASSETS                                                                    

Office Equipment                       6,891           3,348             -0-
Less: Accumulated Depreciation    (    1,591)      (     670)            -0-
Software                              25,000          25,000          25,000
 Less: Accumulated Amortization    (   22,222)      (  15,972)      (   7,639)
                                 -----------     -----------     -----------

       Total Fixed Assets              8,078          11,706          17,631

OTHER ASSETS                                                                    

Directory Marketing Rights            75,000          75,000          75,000
Online Banking Software Rights       640,000             -0-             -0-
 Less: Accumulated Amortization    (   22,248)      (   7,950)      (   2,950)
                                 -----------     -----------     -----------

       Total Other Assets            692,752          67,050          72,050
                                 -----------     -----------     -----------

TOTAL ASSETS                       $   771,598     $    79,248     $    90,009  
                                 ===========     ===========     ===========

See accompanying notes and independent auditor's report.                        

-2- 

10SB12G/A
48th Page of 57
TOC
1st
Previous
Next
Bottom
Just 48th

CONSOLIDATED DATA, INC. AND SUBSIDIARY
(A Development Stage Company) 
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997 
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

                                 6/30/99         9/30/98         9/30/97
                                 -----------     -----------     -----------
LIABILITIES                                                                     

Payroll Taxes Payable            $       -0-     $      -0-      $     2,111
Loans Payable-Construct. Lien        105,582        121,220          120,145
Loans Payable-CheKproteKt            262,344        277,683          173,206
Loans Payable-HEP Trust               64,000         64,000           64,000
 Advance From Shareholder          (      475)     (     475)       (     475)
Accrued Interest Payable              99,280         62,859           20,788
                                 -----------     -----------     -----------

       Total Liabilities             530,731        525,287          379,775

STOCKHOLDERS' EQUITY                                                            

Common Stock, No Par Value,                                                 
50,000,000 shares authorized;                                           
5,026,000 shares issued and                                             
outstanding at September 30,                                            
1997; 5,256,000 shares issued                                           
and outstanding at September                                            
30, 1998; and 10,784,000                                                
shares issued and outstanding                                           
  at June 30, 1999                 1,131,163         125,563         106,063
Preferred Stock, 5,000,000                                                  
shares authorized; 100,000                                              
issued and outstanding at                                               
September 30, 1997, 1998 and                                            
  at June 30, 1999                    10,050          10,050          10,050
 Accumulated Deficit               (  900,346)      ( 581,652)      ( 405,879)
                                 -----------     -----------     -----------

        Total Stockholders' Equity    240,867       ( 446,039)      ( 289,766)
                                 -----------     -----------     -----------

TOTAL LIABILITIES &                                                             
STOCKHOLDERS' EQUITY               $   771,598     $    79,248     $    90,009  
                                 ===========     ===========     ===========

See accompanying notes and independent auditor's report.                        

-3- 

10SB12G/A
49th Page of 57
TOC
1st
Previous
Next
Bottom
Just 49th

CONSOLIDATED DATA, INC. AND SUBSIDIARY
 (A Development Stage Company)
CONSOLIDATED STATEMENT OF LOSS AND ACCUMULATED DEFICIT
 JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997
--------------------------------------------------------------------------------
                           Interim                   Inception to Inception to
                        Period Ended    Year Ended    Year Ended  Period Ended
                         6/30/99       9/30/98       9/30/97       6/30/99
                        ------------   -----------   -----------  ------------
Revenues                                                                        
Service revenue         $   25,008    $   17,515    $   29,518    $   72,041
                        ----------    ----------    ----------    ----------

       Gross Profit     $   25,008    $   17,515    $   29,518    $   72,041

Expenses                                                                        
Advertising                 15,776           -0-         36,589       52,365
Amortization                20,548        13,333         10,589       44,470
Bank Charges                   378           321            423        1,122
Consulting                  82,640         2,009         31,247      115,896
Contract labor              15,532       102,201        197,217      314,950
Depreciation                   922           670            -0-        1,592
Directors fees             100,000         7,500         25,000      132,500
Insurance expense              -0-           -0-            105          105
Internet expense               -0-           802            -0-          802
Legal, professional         12,473           -0-         17,092       29,565
Licenses                        50         1,730            -0-        1,780
Marketing                   -0-              -0-          9,260        9,260
Meals, entertainment           691           -0-            189          880
Miscellaneous expense          225         1,226          1,076        2,527
Office expense              17,330           419         16,484       34,233
Rent - equipment               -0-        12,974         12,443       25,417
Rent - office                2,100         3,600         10,350       16,050
Supplies                       -0-           110         1,599         1,709
Taxes - payroll                -0-         1,649            -0-        1,649
Telephone                   10,087         1,964         2,258        14,309
Transfer agent fees          1,585           -0-            -0-        1,585
Travel                      23,575           -0-         4,400        27,975
Wages and salaries             -0-           -0-         10,754       10,754
Website fees                 3,372           709         27,545       31,626
                        ----------    ----------    ----------    ----------

       Total Expenses   $  307,284    $  151,217    $  414,620    $  873,121
                        ----------    ----------    ----------    ----------

Loss From Operations      $( 282,276)   $( 133,702)   $( 385,102)   $( 801,080) 

Other Income & Expense                                                          
Other income                   -0-           -0-            10            10
Interest income                  1           -0-             1             2
Other expense                  -0-           -0-           -0-           -0-
 Interest expense         (  36,419)    (  42,071)    (  20,788)    (  99,278)
                        ----------    ----------    ----------    ----------

Total Other                                                   
        Income & Expense $(  36,418)   $(  42,071)   $(  20,777)   $(  99,266)
                        ----------    ----------    ----------    ----------

Net Loss                   ( 318,694)    ( 175,773)    ( 405,879)    ( 900,346) 

Accumulated Deficit,                                                            
beginning of period        ( 581,652)    ( 405,879)          -0-           -0-  

Accumulated Deficit,                                                            
end of period             $( 900,346)   $( 581,652)   $( 405,879)   $( 900,346) 
                        ==========    ==========    ==========    ==========

See accompanying notes and independent auditor's report.                        

-4- 

10SB12G/A
50th Page of 57
TOC
1st
Previous
Next
Bottom
Just 50th
                                                        · Enlarge/Download Table
                     CONSOLIDATED DATA, INC. AND SUBSIDIARY                                   
                          (A Development Stage Company)                                       
           CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIODS ENDING                        
                  JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997                               
--------------------------------------------------------------------------------              

                                      Interim                    Inception to    Inception to 
                                   Period Ended     Year Ended     Year Ended    Period Ended 
                                      6/30/99        9/30/98        9/30/97         6/30/99   
                                    -----------     ----------     ----------     ----------- 
Cash Flows From                                                                               
Operating Activities:                                                                         
                                                                                              
Net Loss                            $(  318,694)    $( 175,773)    $( 405,879)    $(  900,346)
                                    -----------     ----------     ----------     ----------- 

Adjustments to Reconcile                                                                      
Net Loss to Net Cash                                                                          
Provided by Operating Activities                                                              
   Net Cash Provided by                                                                       
   Operating Expenses:                                                                        
      Depreciation & Amortization        21,469         14,003         10,589          46,061 
      (Increase) Decrease In:                                                                 
         Office Equipment            (    3,543)     (   3,348)           -0-      (    6,891)
         Software                           -0-            -0-      (  25,000)     (   25,000)
         Directory Marketing Rights         -0-            -0-      (  75,000)     (   75,000)
         Online Bank Software Right  (  640,000)           -0-            -0-      (  640,000)
      Increase (Decrease) In:                                                                 
         Payroll Taxes                      -0-      (   2,111)         2,111             -0- 
         Accrued Interest Payable        36,421         42,071         20,788          99,280 
                                    -----------     ----------     ----------     ----------- 

Total Adjustments                    (  585,653)        50,615      (  66,512)     (  601,550)

Net Cash Provided by                                                                          
Operating Activities:                                                                         

Cash Flows From                                                                               
Financing Activities:                                                                         
   Loans Payable                     (   30,977)       105,552        357,351         431,926 
   Advances-Shareholder                     -0-            -0-      (     475)     (      475)
   Common Stock                       1,005,600         19,500        106,063       1,131,163 
   Preferred Stock                          -0-            -0-         10,050          10,050 
                                    -----------     ----------     ----------     ----------- 

Net Cash Received From                                                                        
Financing Activities:                   974,623        125,052        472,989       1,572,664 

Cash Beginning of Periods                   492            598            -0-             -0- 

Cash End of Periods                      70,768            492            598          70,768 
                                    ===========     ==========     ==========     =========== 

See accompanying notes and independent auditor's report.                                      

                                      -5-                                                     

10SB12G/A
51st Page of 57
TOC
1st
Previous
Next
Bottom
Just 51st

                     CONSOLIDATED DATA, INC. AND SUBSIDIARY                                   
                          (A Development Stage Company)                                       
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                         
                  JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997                               
--------------------------------------------------------------------------------              

                          Number of Shares           Amount          Accumulated              
                         Common    Preferred    Common   Preferred     Deficit       Total    
                        --------   ---------    ------   ---------   -----------   ---------  
BALANCE AT INCEPTION,                                                                         
JULY 14, 1995                -0-        -0-        -0-        -0-           -0-         -0-   

May 1996 issuance of                                                                          
100,000 shares                                                                                
preferred stock              -0-    100,000        -0-     10,050           -0-      10,050   

June 1996 issuance of                                                                         
1,701,000 shares                                                                              
common stock at                                                                               
$0.0005 per share      1,701,000        -0-        851        -0-           -0-         851   

Net Loss - Year Ended                                                                         
September 30, 1996           -0-        -0-        -0-        -0-      ( 38,561)   ( 38,561)  
                       ---------    -------    -------     ------      --------    --------   

BALANCE,                                                                                      
SEPTEMBER 30, 1996     1,926,000    100,000        851     10,050      ( 38,561)   ( 27,660)  

March 1997 issuance                                                                           
of shares of common                                                                           
stock at $0.0005 per                                                                          
share                    225,000        -0-        112        -0-           -0-         112   

March 1997 issuance                                                                           
of 1,500,000 shares                                                                           
of common stock for                                                                           
directory marketing                                                                           
rights at $0.05 per                                                                           
share                  1,500,000        -0-     75,000        -0-           -0-      75,000   

April 1997 issuance                                                                           
of 1,000,000 shares                                                                           
of common stock for                                                                           
acquisition of Con-                                                                           
tractors Directory,                                                                           
Inc.                   1,000,000        -0-        100        -0-           -0-         100   

Issuance of shares                                                                            
for services                                                                                  
(directors fees) at                                                                           
$0.05 per share          500,000        -0-     25,000        -0-           -0-      25,000   

Issuance of shares                                                                            
for services at                                                                               
$0.05 per share          100,000        -0-      5,000        -0-           -0-       5,000   

Net Loss - Year Ended                                                                         
September 30, 1997           -0-        -0-        -0-        -0-      (367,318)   (367,318)  
                       ---------    -------    -------     ------      --------    --------   

BALANCE,                                                                                      
SEPTEMBER 30, 1997     5,026,000    100,000    106,063     10,050      (405,879)   (289,766)  

See accompanying notes and independent auditor's report.                                      

                                      -6-                                                     

10SB12G/A
52nd Page of 57
TOC
1st
Previous
Next
Bottom
Just 52nd

                     CONSOLIDATED DATA, INC. AND SUBSIDIARY                                   
                          (A Development Stage Company)                                       
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                         
                  JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997                               
----------------------------------------------------------------------------------------      

                          Number of Shares           Amount          Accumulated              
                         Common    Preferred    Common   Preferred     Deficit       Total    
                        --------   ---------    ------   ---------   -----------   ---------  
BALANCE AT INCEPTION,                                                                         
BALANCE,                                                                                      
SEPTEMBER 30, 1997     5,026,000    100,000    106,063    10,050      (405,879)  (289,766)    

October-December                                                                              
1997 issuance of                                                                              
shares pursuant to                                                                            
private placement                                                                             
at $0.15 per share        80,000        -0-     12,000       -0-           -0-     12,000     

August 1998                                                                                   
issuance of shares                                                                            
for services (Dir-                                                                            
ectors fees) at                                                                               
$0.05 per share          150,000        -0-      7,500       -0-           -0-      7,500     

Net Loss - Year Ended                                                                         
September 30, 1998           -0-        -0-        -0-       -0-      (175,773)  (175,773)    
                       ---------    -------    -------    ------      --------   --------     

BALANCE,                                                                                      
SEPTEMBER 30, 1998     5,256,000    100,000    125,563    10,050      (581,652)  (446,039)    

March 1999                                                                                    
issuance of shares                                                                            
for services (Dir-                                                                            
ectors fees) at                                                                               
$0.20 per share           25,000        -0-      5,000       -0-           -0-      5,000     

March 1999                                                                                    
issuance of shares                                                                            
for services (Dir-                                                                            
ectors fees) at                                                                               
$0.20 per share          300,000        -0-     60,000       -0-           -0-     60,000     

March 1999                                                                                    
issuance of shares                                                                            
for online banking                                                                            
software rights at                                                                            
$0.20 per share        2,000,000        -0-    400,000       -0-           -0-    400,000     

April 1999 issuance                                                                           
of shares pursuant                                                                            
to exercise of                                                                                
private placement                                                                             
stock option;                                                                                 
25,000 shares at                                                                              
$1.00; 25,000                                                                                 
shares at $2.00;                                                                              
and 25,000 shares                                                                             
at $5.00                  75,000        -0-    200,000       -0-           -0-    200,000     

See accompanying notes and independent auditor's report.                                      

                                      -7-                                                     

10SB12G/A
53rd Page of 57
TOC
1st
Previous
Next
Bottom
Just 53rd

                     CONSOLIDATED DATA, INC. AND SUBSIDIARY                                   
                          (A Development Stage Company)                                       
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                         
                  JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997                               
----------------------------------------------------------------------------------------      

                          Number of Shares           Amount          Accumulated              
                         Common    Preferred    Common   Preferred     Deficit       Total    
                        --------   ---------    ------   ---------   -----------   ---------  
April 1999 addi-                                                                              
tional issuance                                                                               
of shares for                                                                                 
online banking                                                                                
software at $0.20                                                                             
per share              1,200,000        -0-    240,000       -0-           -0-    240,000     

May 1999 issuance                                                                             
of shares for                                                                                 
services at $0.20                                                                             
per share                 28,000        -0-      5,600       -0-           -0-      5,600     

June 1999 issuance                                                                            
of balance of shares                                                                          
for directors fees at                                                                         
$0.05 per share pur-                                                                          
suant to directors                                                                            
resolution dated                                                                              
May 1, 1997            1,900,000        -0-     95,000       -0-           -0-     95,000     

Net Loss - Interim                                                                            
June 30, 1999                -0-        -0-        -0-       -0-      (318,694) ( 318,694)    
                     ---------    --------   ---------    ------      --------  ---------     

BALANCE,                                                                                      
JUNE 30, 1999       10,784,000     100,000   1,131,163    10,050      (900,346)   240,867     
                    ==========    ========   =========    ======      ========  =========     


See accompanying notes and independent auditor's report.                        

-8- 

10SB12G/A
54th Page of 57
TOC
1st
Previous
Next
Bottom
Just 54th

CONSOLIDATED DATA, INC. AND SUBSIDIARY
 (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 1999 and SEPTEMBER 30, 1998 and 1997
--------------------------------------------------------------------------------

Note 1.  The Company                                                            
--------------------                                                            

Consolidated  Data,  Inc.   (formerly   Attache'  Holdings,   Ltd),  a  Colorado
corporation,  (the  "Company")  initially was capitalized in May 1996 through an
issuance of 100,000 shares of its preferred stock in consideration  for $10,050.
Shortly  thereafter  in June 1996,  the Company  commenced  an offering of up to
20,000,000  shares of its  common  stock in units of 5,000  shares for $2.50 per
unit pursuant to Rule 504 of  Regulation D of the  Securities  Act of 1933.  The
Company sold a total of 1,926,000 common shares in this Regulation D offering.  

In  early  1997,  the  company  required  all of  the  marketing  rights  to its
electronic  directory  system  for  Colorado,  California  and  New  Mexico  for
1,500,000  common shares of the Company's  restricted  stock.  These  electronic
directories,  through  extensive use of  state-of-the-art  computer and Internet
telecommunications  technology, will provide comprehensive listings of available
sub-contractors and materials suppliers as well as daily up-dated information on
other  key items  such as  building  permits,  bid  lists  and  credit  and lien
information.  Each of the companies electronic directories will cover a specific
region of the country which can be readily  accessed by anyone  involved in real
estate activities.  Essentially,  they will constitute geographic  "Contractor's
Electronic  Yellow Pages" which will be much superior to and  considerably  less
expensive than the traditional telephone directory yellow pages.                

The Company soon  realized the large  potential of this  business and  effective
April 20, 1997 the Company  assumed all  worldwide  rights and  ownership to the
electronic  directory  system by  acquiring  100% of the issued and  outstanding
common  stock of  Contractors  Directory,  Inc., a  Washington  corporation,  in
exchange for 1,000,000 common shares of the Company's restricted stock.         

Funding  for  development  by the  Company's  electronic  directory  system  was
obtained by the  Company's  wholly-owned  subsidiary  through  short-term  loans
arranged by the Company's management.                                           

As an  expansion  of the  Company's  Internet  business on March 10,  1999,  the
Company  acquired from DTEK  Corporation all worldwide  rights,  exclusively and
irrevocably,  to DTEK's proprietary online Internet  technology and software for
$10,000,000 payable as follows:                                                 

     1.  $4,000,000  paid by the  issuance  of  2,000,000  common  shares of the
Company's restricted stock at $2.00 per share.                                  

     2.  $6,000,000  paid at the rate of $10,000  per  license  use or the stock
equivalent  at the rate of $0.20 per share of the  Company's  restricted  common
stock or  1,200,000  shares.  The cash or the stock must be paid by the  Company
twelve months from the date of the contract or by March 10, 2000.               

On April 12, 1999 the Company  authorized and did issue 1,200,000  shares of its
restricted  common  stock  in full  satisfaction  of its  agreements  with  DTEK
Corporation above.                                                              

Notwithstanding the face values indicated in the agreements indicating 2,000,000
shares issued at $2.00 per share for $4,000,000 and the 1,200,000 shares issued 
at $5.00 per share for $6,000,000, the Company has elected, for financial       
statement purposes, to value the 2,000,000 shares at $0.20 per share or $400,000
and the 1,200,000 also at $0.20 per share or $240,000. This places the value of 
DTEK's proprietary online banking technology at $640,000 in terms of its asset  
value on the Company's financial statements.                                    

-9- 

10SB12G/A
55th Page of 57
TOC
1st
Previous
Next
Bottom
Just 55th

CONSOLIDATED DATA, INC. AND SUBSIDIARY
 (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 and SEPTEMBER 30, 1998 and 1997
--------------------------------------------------------------------------------

Note 1.  The Company - continued                                                
--------------------                                                            

As a part of the Company's online banking rights  acquisition,  DTEK Corporation
has assigned to the Company all rights and title to an existing software license
between DTEK and Global Payment  Systems,  LLC which shall include payments from
River City Bank of  Sacramento,  subject to DTEK  receiving  the  balance of the
initial licensing  revenues as compensation for its consulting and support.  All
residual income will go to Consolidated Data, Inc.                              

Note 2.  Consulting Agreements                                                  
------------------------------                                                  

On March 3, 1999 in  response  to newly  instituted  public  company  regulatory
requirements,  the Company  engaged Inter Corp,  Inc. to procure  accounting and
legal services necessary to produce current audited financial  statements and to
complete and file form 10SB with the SEC. Intercorp,  Inc. also was to develop a
business  plan  for the  online  banking  system.  The  Company  issued  300,000
restricted  common  shares as payment for the $60,000 fee charged by Inter Corp,
Inc. at $0.20 per share.                                                        

On March 1, 1999 the Company  engaged  Wall Street  Marketing  Group,  Inc. as a
consultant for twelve (12) months to represent,  advise,  counsel and assist the
Company  in  public  relations,  public  appearances  and the  marketing  of the
Company.  Wall Street  Marketing  Group,  Inc. was also  engaged to  disseminate
information  from the Company to licensed  members of the  securities  industry.
Services to be  performed  do not relate to NASD  activities  or  financing.  In
addition to a  consulting  fee of $5,000 per month for twelve (12)  months,  the
Company also granted stock options on the Company's stock to be exercised by May
1, 2000 as follows:                                                             

1)  25,000 shares priced at $1.00 per share;                
2)  25,000 shares priced at $2.00 per share;                
3)  25,000 shares priced at $5.00 per share;                
4)  25,000 shares priced at $10.00 per share;               
5)  25,000 shares priced at $15.00 per share;               
6)  25,000 shares priced at $20.00 per share;               
7)  25,000 shares priced at $25.00 per share;               
8)  25,000 shares priced at $30.00 per share;               
9)  25,000 shares priced at $40.00 per share;               
10)  25,000 shares priced at $50.00 per share.                

As of June 30,  1999,  Wall  Street  Marketing  Group had  exercised  options to
purchase the Company's common stock as follows:  25,000 shares at $1.00,  25,000
shares at $2.00,  and  25,000  shares at $5.00 for a total of 75,000  shares for
$200,000.                                                                       

Note 3.  Summary of Significant Accounting Policies                             
---------------------------------------------------                             

These Financial Statements include all of the assets, liabilities and results of
operation of the Company.  The Company operates on a fiscal year basis beginning
October 1 and ending  September  30.  Property and  equipment  are stated at the
lower of cost or fair  market  value.  Depreciation  is computed  for  financial
statement  purposes as well as for federal  income tax purposes  using the MACRS
(Modified Accelerated Cost Recovery System) method of depreciation. Equipment is
depreciated over five years. Software is amortized over three years.  Electronic
directory  marketing rights and online banking license rights are amortized over
fifteen years. Startup costs are                                                

-10-

10SB12G/A
56th Page of 57
TOC
1st
Previous
Next
Bottom
Just 56th

CONSOLIDATED DATA, INC. AND SUBSIDIARY
 (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 and SEPTEMBER 30, 1998 and 1997
--------------------------------------------------------------------------------

Note 3.  Summary of Significant Accounting Policies - continued                 
---------------------------------------------------                             

amortized over 60 months.  These consolidated  financial  statements include the
accounts of Contractors Directory, Inc., a wholly owned subsidiary. Intercompany
transactions have been eliminated.                                              

Effective April 20, 1997, Attache Holdings, Inc. acquired 100% of the issued and
outstanding   common  stock  of  Contractors   Directory,   Inc.,  a  Washington
corporation,  in a reverse  merger  acquisition  (accounted  for as a pooling of
interest) in exchange for 1,000,000  shares of the Company's  restricted  common
stock.  The  two  shareholders  who  held  100%  of the  stock  of  Contractor's
Directory,  Inc.  exchanged their stock for the 1,000,000 shares of common stock
of Attache as follows:                                                          

  Pakie Plastino             traded all of his holdings for 750,000 shares
  William D. Doehne          traded all of his holdings for 250,000 shares

Note 4.  Going Concern                                                          
----------------------                                                          

Because of a deficiency in working  capital and  significant  operating  losses,
there is doubt about the ability of the Company to continue in existence  unless
additional working capital is obtained. The Company currently has plans to raise
sufficient  working capital through equity financing and through the acquisition
of companies having  sufficient assets and cash flow to enable the Company to be
self-sufficient and profitable.                                                 

Note 5.  Company Facilities                                                     
---------------------------                                                     

The Company  currently rents shared office space on a month-to-month  basis from
Construction  Lien and Credit Service,  Inc.,  6912-220th  Street SW, Suite 320,
Mountlake Terrace, Washington 98043, for which it is charged $300 per month.    

Note 6.  Income Tax                                                             
-------------------                                                             

The Company has not filed any tax returns  since  inception.  It is  anticipated
that if tax returns were filed, the Company would have net operating losses. The
current deficit of $894,746 at June 30, 1999 would potentially  create a similar
net operating loss which could begin expiring for tax purposes year 2011.       

Note 7.  Certain Relationships                                                  
------------------------------                                                  

Pakie V. Plastino, President of the company, has periodically funded the Company
over the past  three  years  through  loans  from  Construction  Lien and Credit
Services, Inc. and CheKproteKt,  Inc., companies under the ownership and control
of Mr.  Plastino.  Such loans will be paid back  consistent  with the  Company's
capital requirements.                                                           

-11-

10SB12G/A
Last Page of 57
TOC
1st
Previous
Next
Bottom
Just 57th

PART III

Item 1. INDEX TO EXHIBITS:                                                      

Exhibit number                                                                  

3.1      *Articles of Incorporation                                             
3.2      *BYLAWS                                                                
4        *Amendment to Form D                                                   
21       Subsidiaries of the Registrant                                         
23       *Consent of Accountants                                                
27       Financial Data Schedule                                                

       *    These documents have been previously filed with the Securities
              and Exchange Commission and are incorporated by reference herein

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10SB12G/A Filing		Date		First		Last			Other Filings
		6/11/94		34
		7/14/95		3		51
		8/28/95		34
		12/20/95		34
		3/27/96		34
		4/24/96		4
		4/28/96		4
		5/13/96		34
		5/24/96		4		38
		5/31/96		4
		9/30/96		51
		3/14/97		4
		3/20/97		5
		4/17/97		3
		4/20/97		4		56
		5/19/97		38
		9/30/97		28		56
		6/30/98		16
		9/30/98		3		56
		3/1/99		55
		3/3/99		35		55
		3/10/99		54
		3/31/99		43		56
		4/12/99		6		54
		6/30/99		3		56
		7/15/99		4		40
		7/27/99		43
		9/24/99		46
Filed On / Filed As Of		9/29/99		42
		3/10/0		6		54
		5/1/0		55
Top									List All Filings