AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999

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

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
SECURITIES EXCHANGE ACT OF 1934

TMANglobal.com, INC.
(Name of Small Business Issuer in its charter)

             FLORIDA                                    65-0782227
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)


1000 UNIVERSAL STUDIOS PLAZA, BUILDING 22A, ORLANDO, FLORIDA 32819-7610
(Address of principal executive offices) (Zip Code)

Issuer's Telephone Number: (407) 370-4460

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 STOCK par value, $.0001 per share
(Title of Class)


PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

TMANglobal.com, Inc. ("TMAN"), a corporation governed by the laws of the State of Florida, is the result of a merger between FSGI Corporation and The Martial Arts Network On-Line, Inc. on December 21, 1998. TMAN offers goods and services to the martial arts, extreme sports, and health and fitness markets, through its presence on the World Wide Web. TMAN also provides credit unions with comprehensive and internal regulatory compliance audits services, and related internal auditing, accounting and managerial advisory services, through its wholly-owned subsidiary, Financial Standards Group, Inc. ("FSG"). TMAN is traded on the NASDAQ OTC Bulletin Board under the symbol "CHOP" and has principal executive offices at: 1000 Universal Studios Plaza, Building 22A, Orlando, Florida 32819-7610.

FSGI Corporation was formed under the laws of the State of Florida in 1997 as a holding company for the purpose of acquiring FSG. FSGI Corporation began trading on the NASDAQ OTC Bulletin Board on July 31, 1998 under the symbol "FSGI". TMAN changed its trading symbol to "CHOP" on January 14, 1999. In 1997, FSGI Corporation acquired FSG, a Florida company organized in October 1989 to assist credit unions in performing financial services. FSG continues to offer financial services to credit unions as a wholly-owned subsidiary of TMAN.

The Martial Arts Network On-Line, Inc., a company organized under the laws of the State of Florida, was created in 1996 by its parent company The Martial Arts Network, Inc. as a development stage company for the purpose of establishing an Internet point of presence through its web site www.martial-arts-network.com. This site continues to be maintained by the parent company, while TMAN launched www.tmanglobal.com in February 1999 to offer goods and services to the martial arts, extreme sports, and health and fitness markets.

Through its web site, TMAN attempts to provide portals that are inviting to, and frequented by, its target market; thereby creating a low cost, and efficient distribution channel. TMAN believes that the sale of products and services over the Internet offers attractive benefits to customers, including greater selection, convenience, ease of use and competitive pricing. As the Internet becomes an increasingly significant global medium for online activity, TMAN's objective is to become the preeminent site for martial arts, extreme sports, and health and fitness products and services.

PRODUCTS AND SERVICES - INTERNET WEB SITE BUSINESS

TMAN is developing three business models to market a compilation of products and services through its online web site. While these models are operational, they have not resulted in significant revenues and there can be no assurance that they will be able to compete against companies that may be better established, have broader public and industry recognition, have financial resources substantially greater than those of TMAN, and have distribution facilities better than those which now or in the foreseeable future will become available to TMAN. These business models include an e-commerce operation, a Charter Membership Program, and an entertainment agency.


E-COMMERCE OPERATIONS. TMAN offers name-brand sporting goods and apparel at discount prices through a virtual shopping mall accessible on its web site. Similarly, TMAN offers a variety of how-to books, magazine subscriptions, videotapes, CDs, DVDs, and cassettes pertaining to martial arts, extreme sports, health, fitness, and nutrition through a virtual bookstore. TMAN's access to various titles and labels has expanded tremendously since its affiliation with Amazon.com beginning in January 1999. As an Amazon.com Associate, TMAN provides selected books, CDs and videos with accompanying editorials on its web site that allow customers to make informed choices about their purchases. The purchases are made through a special link to Amazon.com, which supplies and delivers the items purchased.

As a complementary business line in its e-commerce operations, TMAN also intends to develop a billing company that will provide martial arts schools, gyms and heath clubs with marketing and business planning services. However, there is no assurance that TMAN will be able to develop and provide such services successfully.

CHARTER MEMBERSHIP PROGRAM. In June 1999, TMAN launched a web-community Charter Membership Program that offers members a combination of TMAN's products and services. The program includes access to the following: celebrity chat rooms; a video jukebox that airs sporting events from around the world; passes to live events; a global calendar displaying dates and times of sports, fitness, and health events; a personal web page; magazine subscriptions; a custom affinity web browser; CD music cards and t-shirts; vacation packages; discounts on virtual mall purchases; and a monthly newsletter.

ENTERTAINMENT AGENCY. TMAN also provides customers the service of its virtual talent and casting agency. The agency provides established and amateur actors access to information on the latest acting prospects, including opportunities to act as stunt people and body doubles for major stars.

SUPPLIERS - INTERNET WEB SITE BUSINESS

The majority of clothing, training equipment, safety gear, and related products sold to customers through TMAN's virtual shopping mall are manufactured in Asia. Management believes that, if for any reason it could not rely on, or retain the services of any of its current suppliers or manufacturers, other comparable suppliers and manufacturers would be readily available in the marketplace.

In May 1999, TMAN opened a branch office in Bangkok, Thailand, one of the centers of the Asian retail market, to serve as TMAN's buying office for its virtual shopping mall. The Bangkok office allows direct participation in the Asian market as well as direct access to a range of products produced by a diversified-base of Asian manufacturers. TMAN's Bangkok presence allows TMAN to ship and distribute the majority of its merchandise, sold over the Internet via its virtual shopping mall, directly to customers. The elimination of a third-party distributor for these products gives TMAN a significant advantage over many U.S.-based retail companies, and allows TMAN to offer its merchandise at a more competitive price.

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In June 1999, TMAN signed an agreement with a Thai manufacturer to produce its own line of clothing, training equipment, and safety gear with the private label, TMAN America. TMAN expects that these items will be natural additions to the products marketed on its virtual shopping mall, TMAN also expects to be able to produce this label in Thailand at relatively lower costs. However, there can be no assurance that TMAN will be successful in producing its private label at a lower cost than those of its competitors, nor can there be any assurance that the TMAN America label will be competitive with other more established and well-known brands.

The majority of the books, music labels, and game titles purchased through TMAN's virtual bookstore are supplied by three U.S.-based companies. Similarly, TMAN has relationships with several suppliers to meet its demand for magazine subscriptions. In the event that any of these sources became unavailable to TMAN, Management believes that comparable replacements could easily be obtained in the marketplace.

In January 1999, TMAN's application to participate in the Amazon.com Associates program was approved. As an Amazon.com Associate, TMAN has agreed to display the Amazon.com logo on its web site in exchange for access to more than 4.7 million books, music CDs, videos, DVDs, and computer game titles, as well as Amazon.com's customer service facilities, including payment processing, ordering, shipping, order status reports, and returns. While the arrangement is automatically renewable, there can be no assurance that TMAN will be able to continue its relationship with Amazon.com and the loss of such a prestigious and important contract might materially alter TMAN's ability to obtain and maintain customers.

In April 1999, TMAN and Physical Genius, Inc. came to an arrangement whereby TMAN agreed to market the Physical Genius Home Trainer on its virtual shopping mall in exchange for the percentage it earned from the mark-up. The Physical Genius Home Trainer utilizes the latest computer hardware and software technologies to assist athletes, coaches and trainers in designing, executing, monitoring and analyzing workout routines. The system provides immediate and comprehensive performance feedback through its patented interactive hand-held device called a digital training assistant, and allows the customer access to the many workout routines contained in its library of exercises. In the event TMAN's relationship with Physical Genius, Inc. terminated, TMAN would lose its ability to market the patented technology of the unique Physical Genius Home Trainer. However, as of September 1999 sales of the Physical Genius Home Trainer have been immaterial to TMAN's profits.

MARKETS AND CUSTOMERS - INTERNET WEB SITE BUSINESS

TMAN markets its products and services worldwide to men and women 18 to 49 years of age with interests in martial arts, extreme sports, health, fitness, and nutrition. TMAN's objectives are to increase customer traffic to the TMAN web site, build customer loyalty, encourage repeat purchases and develop incremental product and service revenue opportunities. TMAN is currently exploring a variety of media, business developmental and promotional methods to achieve these goals. TMAN also benefits from public relations activities as well as online and traditional advertising.

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TMAN is primarily focused on marketing its products and services on the World Wide Web. In May 1999, TMAN indexed its web site on more than 1,500 search engines in 37 countries and retained an Internet technology company to increase the frequency in which TMAN is accessed on keyword searches. Additionally, TMAN is currently under review for participation as a Yahoo! Premier Shopping Partner. Such an arrangement would allow TMAN to benefit directly from Yahoo! traffic by being listed on Yahoo!'s popular and prominent web site as a Premier Shopping Partner.

As an added business strategy to increase access to markets, TMAN seeks to enter into business combinations and alliances that allow TMAN continued access to technological innovation and diversified products. Management believes that developments in the digital information superhighway and other technologies will give TMAN still greater access to customers.

TMAN's sponsorship of sporting events and participation in high-profile fundraisers also increases its visibility in the market. TMAN currently has an arrangement with a clothing manufacturer that produces positive attitude kidswear, whereby TMAN makes a donation of each sale of kidswear to children's hospitals. Management believes that TMAN's participation in goodwill events and sponsorship of sporting events will increase the support it receives from the martial arts community and the public in general.

COMPETITION - INTERNET WEB SITE BUSINESS

The online commerce market is rapidly evolving and intensely competitive. In addition, the retail clothing, book, music, and sports equipment industries are intensely competitive. TMAN competes globally with other retailers and distributors of the products sold on TMAN's web site.

TMAN's strategy for market expansion includes using its significant position on the Internet to procure business relationships with potential competitors whenever a compatible business interest can be identified. However, there can be no assurance that TMAN will be able to come to such arrangements with competitors, nor that TMAN will be able to compete against new companies that may be better established, have broader public and industry recognition, have financial resources substantially greater than those of TMAN, and have distribution facilities better than those which now or in the foreseeable future will become available to TMAN.

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FINANCIAL SERVICES

TMAN, through its subsidiary, FSG, provides credit unions with comprehensive and internal regulatory compliance audit services, and related accounting and managerial advisory services that do not involve the expertise of a Certified Public Accountant ("CPA"). Under applicable regulation, credit unions and their supervisory committees are not required to obtain a certified audit of their financial statements in accordance with generally accepted auditing standards as published by the American Institute of Certified Public Accountants. The supervisory committee may elect to conduct the audit itself or it may seek the expertise of a non-CPA accounting firm, depending on the committee's expertise and the complexity of the credit union's operations. FSG specializes in performing uncertified audits for credit union supervisory committees at competitive rates. FSG's staff is recruited through the acquisition of accounting practices and by hiring existing credit union league examiners, retired federal and state credit union examiners, and individuals with accounting and finance training.

MARKETS AND CUSTOMERS - FINANCIAL SERVICES

FSG currently services approximately 600 credit unions nationwide through its offices located in Florida, Kentucky, Michigan, Hawaii, California, Mississippi, Georgia and Louisiana. FSG's intends to expand its markets through the acquisition of smaller credit union audit practices.

FSG promotes its services within the credit union industry through the relationships of its senior management and members of its board of directors with various federal and state credit union organizations and by their participation in various industry associations, conferences, seminars, chapter meetings and other programs. Management also associates with state credit union leagues and the National Association of Credit Union Supervisory and Auditing Committee in order to obtain referrals. FSG has developed various brochures, newsletters and other marketing literature outlining its proposed services for small credit unions. These products are updated regularly and delivered to various credit union supervisory committees. FSG advertises in various industry publications and exhibits FSG's services at major credit union conferences and credit union league annual meetings.

Despite these efforts, there can be no assurance that FSG will be successful in its expansion strategy. The ability of FSG to develop and expand its operations is dependent on numerous factors including economic conditions, competition, and the ability to develop clientele. There can be no assurance that FSG will be able to provide its comprehensive internal audit services through a nationwide organization on a profitable basis. In addition, there can be no assurance that the expansion of operations will not consume needed financial resources and divert necessary administrative, professional and management personnel from FSG's established operations.

COMPETITION - FINANCIAL SERVICES

FSG has established a competitive position in this segment of the market by providing non-CPA regulatory compliance audit services to credit unions at a significantly lower cost than those offered by CPA-firms. The majority of the smaller credit unions FSG has targeted for its services are currently being audited by small auditing firms, individual CPAs, retired federal, and state regulatory examiners or state credit union leagues.

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However, given the ease of entry which currently characterizes this segment of the market, medium-sized, regional or national CPA firms may establish services that compete with those provided by FSG. In addition, there are individuals and firms which provide on a local or regional basis, comprehensive internal audit services for credit unions, and there may be other firms which seek to establish similar proprietary services which will be competitive with those provided by FSG. Accordingly, while this segment of the industry is highly fragmented at the present time, it is anticipated that the business will be highly competitive in the future. FSG may be in competition with well established companies and firms both large and small, many of which have greater financial resources and capabilities than FSG. There can be no assurance that FSG will be able to compete successfully in this market segment on an ongoing basis

Moreover, while credit union assets have increased substantially in recent years, the number of credit unions has contracted. As the amount of assets of credit unions increase, as is anticipated, the feasibility of conducting certified audits may also increase, and the cost burden relative to the assets of such credit unions will correspondingly decline. Accordingly, FSG will be attempting to provide its services to a potentially declining number of credit unions.

Finally, there are periodic proposals before the National Credit Union Administration and the American Institute of Certified Public Accountants to require credit unions to obtain certified audits, and there can be no assurances that credit unions will not be required to submit certified financial statements or undertake more stringent audit procedures in the future. In that event, while FSG may still be able to provide its services as support to CPA firms, the need for FSG's services could be sharply reduced, which could limit FSG's revenues and profits in the future.

EMPLOYEES OF THE COMPANY

As of September 1, 1999, TMAN and its subsidiary, FSG, employed 28 full-time employees. None of TMAN's or FSG's employees are represented by a labor union, and Management considers its employee relations to be good.

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

CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS, BUT ARE FORWARD-LOOKING STATEMENTS THAT ARE BASED UPON NUMEROUS ASSUMPTIONS ABOUT FUTURE CONDITIONS THAT COULD PROVE NOT TO BE ACCURATE. ACTUAL EVENTS, TRANSACTIONS AND RESULTS MAY MATERIALLY DIFFER FROM THE ANTICIPATED EVENTS, TRANSACTIONS OR RESULTS DESCRIBED IN SUCH STATEMENTS. THE COMPANY'S ABILITY TO CONSUMMATE SUCH TRANSACTIONS AND ACHIEVE SUCH EVENTS OR RESULTS IS SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE EXISTENCE OF DEMAND FOR AND ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES, REGULATORY APPROVALS AND DEVELOPMENTS, ECONOMIC CONDITIONS, THE IMPACT OF COMPETITION AND PRICING, RESULTS OF FINANCING EFFORTS AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS THAT ARE BEYOND THE COMPANY'S CONTROL. THE COMPANY UNDERTAKES NO OBLIGATION AND DOES NOT INTEND TO UPDATE, REVISE, OR OTHERWISE PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES.

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THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

OVERVIEW

TMANglobal.com, Inc. ("TMAN" or the "Company"), is a corporation organized and existing under the laws of the State of Florida. It is the surviving corporation of the combination of FSGI Corporation and The Martial Arts Network On-Line, Inc., which occurred effective December 21, 1998. The Martial Arts Network On-Line, Inc. was a development stage company organized under the laws of the State of Florida, for the purpose of establishing an Internet point of presence for the purpose of marketing goods and services to the martial arts, extreme sports, and health and fitness markets. FSGI Corporation was formed in 1997 for the purpose of acquiring Financial Standards Group, Inc. ("FSG"). FSG was organized in October 1989 and commenced operations in November, 1989. FSG is in the business of providing credit unions with comprehensive and internal regulatory compliance audit services, and related internal auditing, accounting and managerial advisory services. FSG continues to offer financial services to credit unions as a wholly-owned subsidiary of TMAN.

The Company, through its subsidiary, FSG, provides comprehensive and internal auditing, as well as related accounting and managerial advisory services to smaller credit unions and their supervisory committees. FSG currently services approximately 600 credit unions nationwide through its offices located in Florida, Kentucky, Michigan, Hawaii, California, Mississippi, Georgia and Louisiana. Under applicable regulation, such entities and their supervisory committees may obtain a certified audit of their financial statements in accordance with generally accepted auditing standards as published by the American Institute of Certified Public Accountants. However, currently there is no statutory requirement that the annual audit be certified by a Certified Public Accountant ("CPA") or that it be conducted in accordance with generally accepted auditing standards. The supervisory committee may elect to conduct the audit itself or it may seek the expertise of a non-CPA accounting firm, depending on the committee's expertise and the complexity of the credit union's operations. FSG specializes in performing uncertified audits for credit union supervisory committees.

TMAN is in the business of offering goods and services to the martial arts, extreme sports, and health and fitness markets, through a point of presence operating and maintained by it on the World Wide Web. Specifically, TMAN operates www.tmanglobal.com, a web site, devoted to martial arts, extreme sports, and health and fitness launched by TMAN in February 1999. Through its web site, TMAN attempts to provide portals that are inviting to, and frequented by, its target market; thereby creating a low cost, and efficient distribution channel. TMAN believes that the sale of products and services over the Internet offers attractive benefits to customers, including greater selection, convenience, ease of use and competitive pricing. As the Internet becomes an increasingly significant global medium for online activity, TMAN's objective is to become the preeminent site for martial arts, extreme sports, and health and fitness products and services.

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ACQUISITIONS

On November 13, 1998, FSGI Corporation acquired the right to service the credit union clients of Bonnie Davis P.C. As consideration, the Company will issue 40,000 shares of restricted common stock with an agreed upon market value of $80,000. If the total market value at the twelve month and twenty four month anniversary dates is less than $2.00 per share, the Company will issue additional shares valued at the difference between the market price and the guaranteed amount. The accumulated amortization of the client list at June 30, 1999 was $10,000. Further, should the gross revenue for the twelve month period ended November 13, 1999, not equal or exceed 80% of the purchase price ($64,000), then the share adjustments referred to earlier would not apply.

On December 21, 1998, FSGI Corporation acquired all of the outstanding common stock of The Martial Arts Network On-Line, Inc. For accounting purposes, the transaction was effective on January 1, 1999. As consideration, FSGI Corporation issued an aggregate of three million shares of common stock and an option to purchase up to one million additional shares at a purchase price of $1.00 per share. The Martial Arts Network, Inc. (parent of TMANglobal.com, Inc.) now has controlling interest in the new corporation formed. The acquisition was recorded using the purchase method of accounting. The results of operations since the date of acquisition, January 1, 1999, for accounting purposes, are included in the consolidated statements of operations at June 30, 1999. Goodwill of $3,402,777 was recorded in this transaction and is being amortized over 15 years using the straight line method.

The following is a summary of the results of operations of the separate companies from the date of acquisition to June 30, 1999:

      TMANGLOBAL.COM, INC.                        FSGI CORPORATION
      --------------------                        ----------------

Net Sales:          $  6,235                           $649,357
Net (loss):        ($273,617)                         ($150,232)

The following summarizes the fair value of the assets acquired and liabilities assumed of FSGI Corporation:

Cash                                      ($ 2,437)
Accounts receivable                         58,551
Subscriptions receivable                    50,000
Prepaid expenses                            13,475
Property and equipment                      38,767
Client list                                 78,000
Accounts payable                           (64,161)
Accrued expenses                           (35,264)
Notes payable                              (76,875)
                                          ---------
Net assets                                $ 60,056
                                          =========

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The financial statements as presented, include the operations of The Martial Arts Network On-Line, Inc., for the nine months ended June 30, 1999, and FSGI Corporation, from the date of acquisition, January 1, 1999 to June 30, 1999.

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND 1997

TMAN did not commence operations until February 1999. From inception through the end of January 1999, TMAN was a development stage company. Consequently, it did not realize any revenues, cost of revenues or gross profit during either of the fiscal years ended September 30, 1998 or 1997. Selling, general and administrative expenses were $1,027 and $8,323, respectively, for those same periods. Selling, general and administrative expenses for the 1998 fiscal year, in the amount of $1,027, decreased $7,296 from $8,323 in fiscal 1997. The decrease reflected the conclusion of the preparatory period and the consolidation of certain administration activity. The Net Loss for fiscal 1998 decreased $7,296 from $8,323 in fiscal 1997, directly reflecting the change in selling, general and administrative expenses.

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIODS ENDED JUNE 30, 1999 AND 1998

Revenues increased from $0 in the nine month period ended June 30, 1998 to $655,592 in the nine month period ended June 30, 1999 due to the inclusion of the revenues of FSGI Corporation in the consolidated revenues of the Company from and after January 1, 1999 (the effective date of the FSGI Corporation purchase, for accounting purposes). Costs of revenues increased from $0 in the nine months ended June 30, 1998 to $460,769 in the nine months ended June 30, 1999 due primarily to the inclusion of the operations of FSGI Corporation in the consolidated revenues of the Company effective January 1, 1999. Selling, general and administrative expenses increased from $513 in the nine months ended June 30, 1998 to $618,672 in the nine months ended June 30, 1999 due primarily to the inclusion of the operations of FSGI Corporation in the consolidated revenues of the Company effective January 1, 1999 (which accounted for $343,274 of the selling, general and administrative expenses in the nine months ended June 30, 1999). The balance of the selling, general and administrative expenses in the nine months ended June 30, 1999 ($275,398) relate to the operations of TMANglobal.com. The Net Loss increased from $513 in the nine months ended June 30, 1998 to $423,849 in the nine months ended June 30, 1999 due to the inclusion of the operations of FSGI Corporation in the consolidated revenues of the Company effective January 1, 1999, and to pre-operating and operating costs incident to the commencement of operations at TMANglobal.com.

The following is a summary of the results of operations of the separate companies from the date of acquisition to June 30, 1999:

      TMANGLOBAL.COM, INC.                        FSGI CORPORATION
      --------------------                        ----------------
Net Sales:          $  6,235                           $649,357
Net (loss):        ($273,617)                         ($150,232)
                   ==========                         ==========

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FINANCIAL CONDITION

The Company's cash balance was $185,825 at June 30, 1999 as compared to $499 on June 30, 1998. The increase was due primarily to net cash in the amount of $363,909, provided from financing activities during the nine month period ended June 30, 1999. Specifically, $328,790 in cash proceeds were received from the issuance of 343,721 shares of Common Stock in a private placement that the Company completed in April, 1999 (net of subscriptions receivable), and $47,375 was received by virtue of increases in long-term debt (which increases were partially offset by payments on long-term debt of $12,256). Operating activities during the nine month period ended June 30, 1999 accounted for the use of $176,201, as compared to $513 used in the nine month period ended June 30, 1998. The Company expects that its working capital resources and the cash flow that it expects to receive from operations will be sufficient to fund its working capital needs in the near term. While the Company may use funds available under the Credit Agreement (discussed below) to fund future operations, there can be no assurance that the Company's capital resources will be adequate.

In May 1998, FSGI Corporation entered into a Credit Agreement with Bank Atlantic consisting of a $50,000 Loan and a $50,000 Line of Credit collateralized by the assets of FSGI Corporation, for its financial services operations. The Loan has an interest rate of 11.05% and comes due on May 13, 2000. As of June 30, 1999, the balance due on the Loan was $24,274. The Line of Credit provides for borrowings of up to $50,000 at the prime rate plus 2% (9.75% at June 30, 1999). As of June 30, 1999, the balance due under the Line of Credit was $40,000. The Line of Credit is perpetual and interest is paid on it monthly. The Loan and Line of Credit are not available to fund the separate operations of TMANglobal.com, Inc.

IMPACT OF YEAR 2000

The Company has developed a Year 2000 compliance plan to address the issue of software currently in use that may have time or date sensitivity that requires correction. If not addressed, system failures or miscalculations could cause disruptions of operations, including, among other things, a temporary inability to process transactions, prepare invoices, or engage in similar normal business activities. The Company has contacted its major vendors and received written confirmation of Year 2000 compliance from them. These vendors provide the Company with technical support and software programs that cover the paging signals, invoicing and retention of customer activity, and the reporting of the Company's financial and accounting transactions. All of these programs are covered under existing maintenance agreements, and no significant costs have been incurred with respect to Year 2000 compliance issues.

Although the Company has received assurances that it will be Year 2000 compliant and expects no significant issues or expenses with respect to Year 2000, the Company is continuing to review its product offering for potential problems. The Company is also in the process of developing Year 2000 contingency plans in the event of unforeseen circumstances.

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ITEM 3. DESCRIPTION OF PROPERTIES

TMAN leases the following properties for its Internet web site operations: 300 square feet for $700 per month at 1000 Universal Studios Plaza, Building 22A, Orlando, Florida 32819-7610 under a month-to-month lease; and 150 square feet for $220 per month at 919-459 Silom Road, Galleria Plaza, Bangkok, Thailand under a lease commencing May 11, 1999 and expiring November 10, 1999. TMAN also subleases 600 square feet for its customer service and storage facility at 11435A Palmetto Park Road, Boca Raton, Florida for $1,000 per month from West Boca Karate which is owned by Ron Tramontano a director and President of TMAN. Management believes that the terms and conditions of this lease are comparable or better than those that would have been obtained on an arms-length basis.

FSG leases the following properties for its financial services operations: 1,400 square feet for $2,061.82 per month at 3200 N. Military Trail, Suite 110, Boca Raton, Florida 33431 under a lease commencing October 1, 1998 and expiring September 30, 1999; 480 square feet for $417.90 per month at 3615 Newburg Road, Louisville, Kentucky 40218 under a lease commencing October 1, 1997 and expiring September 30, 2000; 600 square feet for $690.66 per month at 5075 Cascade Road, S.E., Suite E, Grand Rapids, Michigan 49546 under a lease commencing October 1, 1998 and expiring September 30, 2003; 120 square feet for $338.54 per month at 1654 South King Street, Honolulu, Hawaii 96826 under a lease commencing March 1, 1997 and expiring February 28, 2000; 370 square feet for $420.00 per month at 300 Willowbend Road, Suite H, Peachtree City, Georgia 30269 under a lease commencing September 4, 1998 and expiring September 30, 1999 (the lease was renewed on October 1, 1999 through September 30, 2000).

Except for the sublease at 11435A Palmetto Park Road, Boca Raton, Florida, each of the lease agreements are with unaffiliated parties. In the event that TMAN or FSG lost its rights under a particular lease, Management believes that it could locate comparable facilities without difficulty. Management believes the properties are adequately covered by insurance and that it has sufficient space for operations for the next twelve months.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of September 1, 1999, with respect to the beneficial ownership of the outstanding shares of TMAN's common stock by (1) each person known by TMAN to be the "beneficial owners" of more than 5% of the common stock; (2) each director of TMAN; (3) each Named Executive Officer; and (4) all directors and executive officers as a group.

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NAME AND ADDRESS                                                 NUMBER OF SHARES            % OF COMMON STOCK
OF BENEFICIAL OWNER (1)                   TITLE OF CLASS        BENEFICIALLY OWNED         BENEFICIALLY OWNED(2)
---------------------------------------  ------------------  --------------------------  --------------------------

The Martial Arts Network, Inc.             common stock            4,000,000(3)                   57.6%
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

Tony Interdonato                           common stock            5,000,000(4)                   63.0%
c/o TMANglobal.com, Inc.
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

Ron J. Tramontano                          common stock            5,005,000(5)                   63.0%
c/o TMANglobal.com, Inc.
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

Ron Valli                                  common stock            1,000,000(6)                   14.4%
c/o TMANglobal.com, Inc.
1000 Universal Studios Plaza
Building 22A
Orlando, Florida 32819-7610

All directors and officers as              common stock            7,000,000(7)                   70.4%
a group ( 3 persons)


(1) Unless noted, all of such shares of common stock are owned of September 1, 1999 by each person or entity named as beneficial owner and such person or entity has sole voting and dispositive power with respect to the shares of common stock owned by each of them.
(2) As to each person or entity named as beneficial owners, such person's or entity's percentage of ownership is determined by assuming that any options or convertible securities held by such person or entity which are exercisable or convertible within 60 days from the date hereof have been exercised or converted, as the case may be.
(3) Includes, 1,000,000 shares of common stock issuable pursuant to options granted in January 1999 and exercisable through January 2002.
(4) Represents 1,000,000 shares of common stock issuable to Mr. Interdonato pursuant to options granted in January 1999 and exercisable through January 2002; the 3,000,000 shares of common stock beneficially owned by The Martial Arts Network, Inc; and the 1,000,000 shares of common stock issuable to The Martial Arts Network pursuant to options granted to it in January 1999 and exercisable through January 2002. Mr. Interdonato is considered a beneficial owner of the interest held by The Martial Arts Network, Inc. in TMAN given his direct interest in The Martial Arts Network, Inc. and his position as President and Chief Operating Officer of The Martial Arts Network, Inc.
(5) Includes, 1,000,000 shares of common stock issuable pursuant to options granted to Mr. Tramontano in January 1999 and exercisable through January 2002; the 3,000,000 shares of common stock beneficially owned by The Martial Arts Network, Inc; and the 1,000,000 shares of common stock issuable to The Martial Arts Network pursuant to options granted to it in January 1999 and exercisable through January 2002. Mr. Tramontano is considered a beneficial owner of the interest held by The Martial Arts Network, Inc. in TMAN given his direct interest in The Martial Arts Network, Inc. and his position as Director and Chairman of The Martial Arts Network, Inc.
(6) Represents 1,000,000 shares of common stock issuable to Dr. Valli pursuant to options granted in January 1999 and exercisable through January 2002.
(7) Represents 3,000,000 shares of common stock issuable to the three individual directors and officers pursuant to options granted in January 1999 and exercisable through January 2002; the 3,000,000 shares of common stock beneficially owned by The Martial Arts Network, Inc; and the 1,000,000 shares of common stock issuable to The Martial Arts Network pursuant to options granted to it in January 1999 and exercisable through January 2002.

12

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of TMAN are:

          NAME                         AGE                            TITLE
----------------------------           ---           -----------------------------------------
Tony Interdonato                       40            Chairman of the Board and Chief Executive
                                                        Officer
Ron J. Tramontano                      51            President and Director
Ronald Valli                           49            Chief Operating Officer

TMAN's articles of incorporation provide that the board of directors shall consist of no less than one, nor more than seven directors, each of which shall be elected annually. Currently the board of directors consists of Tony Interdonato and Ron Tramontano, both of whom were elected in January 1999.

TONY INTERDONATO. Mr. Interdonato has been President and Chief Operating Officer of TMAN's parent, The Martial Arts Network, Inc. since October 1994. Mr. Interdonato became Chairman and Chief Executive Officer of TMAN on January 1, 1999. In May 1999, Mr. Interdonato became Chief Executive Officer of FSG. From August 1996 to June 1997, Mr. Interdonato oversaw the creation and production of an international business program hosted by former Secretary of Defense Caspar Weinberger as Senior Vice President and General Manager of Multi-Media Productions. From June 1994 to May 1996, Mr. Interdonato was the President of Direct Image, Inc., an ad agency responsible for successfully launching numerous national promotional campaigns for Fortune 500 clients. From June 1995 to August 1996, he also served as the Vice President of Business Development/Strategic Planning and Head of Corporate Communications/Public Relations at Five Star Productions. Mr. Interdonato was a Senior Producer and Vice President of Media Relations at WJMK-TV from October 1993 to June 1995. Mr. Interdonato pursued degrees in Oceanography and Electronics at Florida Institute of Technology from 1977 to 1979. Mr. Interdonato double majored in Marketing and Mass Communications at the University of South Florida in 1982.

RON TRAMONTANO. Mr. Tramontano has been a Director and Chairman of The Martial Arts Network, Inc. since October 1994. Mr. Tramontano became a Director and President of TMAN in January 1999. Mr. Tramontano is also Chief Instructor of the West Boca Karate Center, which he opened in 1986. Prior to opening West Boca Karate Center, Mr. Tramontano was employed by Teltec Communications and New York Telephone for more than eighteen years where he engineered and monitored the first microwave transmission stations to be used at that time in the Northeast, including the installation of CNN's video transmitter/receiver at One World Trade Center in New York City. Mr. Tramontano graduated from Metropolitan Collegiate Institute with a degree in Electronics in June 1985. In addition to being a black belt master, Mr. Tramontano is also a published author, licensed pilot, and an accomplished pianist.

13

RON VALLI. Ron Valli, Ph.D, was appointed Chief Technology Officer of TMAN's parent, The Martial Arts Network, Inc., in 1997. In January 1999, Dr. Valli became TMAN's Chief Operating Officer. Dr. Valli worked on the architecture and development of high-technology products as a design engineer from January 1997 to January 1999 for Milgo Solutions. From October 1994 to January 1997, Dr. Valli worked at NCR Corporation with a team of architects on several high-technology products, including a next generation 8-way "Octascale" Pentium Pro System and Windows NT systems that specialize in hierarchical bus-based and SCI-based scaleable architectures, and multiple PCI bus systems. Dr. Valli received a Masters in Science from the University of Virginia in 1984 and a Doctorate of Philosophy in Electrical Engineering/Computer Architecture from the University of Pittsburgh in 1989. During his doctoral studies, he started his studies of Tang Soo Do under Master C.S. Kim. He continued his martial arts training under Mr. Tramontano and received his black belt in Tang Soo Do in 1990. Dr. Valli achieved his second-degree black belt in 1992.

There are no material proceedings to which any director, officer or affiliate of TMAN, any owner of record, of beneficially more than five percent of TMAN common stock, or any associate of any such director, officer, affiliate of TMAN or security holder is a party adverse to TMAN or any of its subsidiaries or has a material interest adverse to TMAN or any of its subsidiaries.

ITEM 6. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the aggregate cash compensation paid for services rendered to TMAN during the last three years by each person serving as TMAN's chief executive officer during the last year and TMAN's most highly compensated executive officers serving as such at the end of the year ended December 31, 1998, whose compensation was in excess of $100,000.

                                                                   LONG-TERM COMPENSATION
                                                              ---------------------------------
                              ANNUAL COMPENSATION                    AWARDS           PAYOUTS
                    ----------------------------------------- ----------------------  ----------
                                                                          SECURITIES
                                                  OTHER       RESTRICTED  UNDERLYING
     NAME AND                                    ANNUAL         STOCK     OPTIONS/      LTIP       ALL OTHER
PRINCIPAL POSITION  YEAR  SALARY($) BONUS($)  COMPENSATION($) AWARDS($)    SARS(#)    PAYOUTS($) COMPENSATION($)
------------------- ----- --------- --------- --------------- ----------  ----------  ---------- ---------------
Jason L. Lents(1)   1998     90,000    -            -          286,000        -          -            N/A
 President          1997     90,000    -            -             -           -          -            N/A
                    1996          -    -            -             -           -          -            N/A

14

(1) Jason L. Lents was appointed director of FSGI Corporation and president of FSG in August 1997. Mr. Lents ran the operations of FSG and FSGI Corporation, including the duties traditionally assigned to the chief executive officer from the time it was acquired until January 1, 1999, at which time Tony Interdonato was appointed chief executive officer of FSGI Corporation's successor company TMAN. Mr. Lents continued as the president of FSG until May 1, 1999 at which time Mr. Interdonato became chief executive officer of FSG and Michael Santone became interim president of FSG. Mr. Lents continued to work as a consultant for FSG until September 30, 1999. See "Consulting Agreements".

OPTION/SAR GRANTS IN LAST FISCAL YEAR (1998)

TMAN granted no options to purchase shares of common stock to any executive officer during the year ended December 31, 1998.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

No options to purchase common stock were exercised by any executive officer during the year ended December 31, 1998.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE

No awards were made under any long-term incentive plan to any executive officer during the year ended December 31, 1998.

DIRECTOR AND OFFICER COMPENSATION

TMAN does not generally compensate directors for the activities they perform in their capacity as director. In January 1999 the board of directors resolved to pay a fixed base salary through January 2000 to TMAN's three principal officers as follows: $4,000 per month ($48,000 per year) to Tony Interdonato, Chairman and Chief Executive officer; $5,000 per month ($60,000 per year) to Ron Valli, Chief Operating Officer; and $2,000 per month ($24,000 per year) to Ron Tramontano, President and Director. As of June 1999, the board of directors resolved to pay Ron Tramontano $4,000 per month ($48,000 per year). Messrs. Interdonato and Tramontano and Dr. Valli each also received in January 1999, options to purchase 1,000,000 shares of common stock exercisable at $1.00 until January 2002.

CONSULTING AGREEMENTS

Jason L. Lents, a former director of FSGI Corporation and the former president of FSG, provided consulting services to FSG between May 1, 1999 and September 30, 1999 at a rate of $6,250 per month ($75,000 per year).

15

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no transactions between TMAN and any director, executive officer, or beneficial owner in excess of $60,000 during the year ended December 31, 1998.

ITEM 8. DESCRIPTION OF SECURITIES

TMAN is currently authorized to issue 20 million shares of common stock, par value $.0001 per share. As of September 1, 1999, there were 5,938,554 shares of common stock issued and outstanding and 55 holders of record. Management believes that there are approximately 300 beneficial owners, only one of which currently holds more than a 5% interest in TMAN. Each share of common stock entitles the holder to one vote on each matter submitted to the stockholders. The holders of common stock: (a) have equal ratable rights to dividends from funds legally available therefor when, as and if declared by the board of directors; (b) are entitled to share ratably in all of the assets of TMAN available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of TMAN; (c) do not have preemptive, subscription or conversion rights, or redemption or applicable sinking fund provisions; and (d) as noted above are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders. Prior to any payment of dividends to the holders of common stock, all accrued and unpaid dividends on any outstanding shares of preferred stock must be paid. TMAN anticipates that, for the foreseeable future, it will retain earnings, if any, to finance the operations of its businesses. The payment of dividends in the future will depend on, among other things, the capital requirements and the operating and financial conditions of TMAN.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

TMAN currently trades on the NASDAQ OTC Bulletin Board under the symbol "CHOP". TMAN traded under the symbol "FSGI" from July 31, 1998 to January 13, 1999. On January 4, 1999, the Securities and Exchange Commission approved amendments to National Association of Securities Dealers, Inc. Rules 6530 and 6540 to limit quotations on the OTC Bulletin Board to the securities of companies that make current filings pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. This Form 10-SB must be declared effective by December 1, 1999 for TMAN to meet its initial filing obligations under the eligibility rule. In the event TMAN fails to meet this deadline it will no longer be eligible to be quoted on the OTC Bulletin Board. Once becoming compliant TMAN would only be allowed to reenter the OTC Bulletin Board after being cleared by the OTC Compliance Unit. The range of high and low bid information for TMAN's common stock for each full quarterly period during TMAN's last two fiscal years, is as follows:

16

                            PERIOD                 HIGH BID             LOW BID
                            ------                 --------             -------
FISCAL 1998
                        4th quarter(1)               2.938               0.440

FISCAL 1999
                        1st quarter                  2.406               0.440
                        2nd quarter                  3.500               0.750
                        3rd quarter                  2.000               0.625
                        4th quarter(2)               2.000               0.375

(1)      Beginning July 31, 1998, the first date TMAN's common stock began
         trading.

(2) As of September 24, 1999.

These quotations were obtained from the NASDAQ OTC Bulletin Board quarterly quote summaries, and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. As of September 1, 1999, the closing bid price for TMAN's common stock was $0.40625. As of the same date, there were 55 holders of record of TMAN's common stock. Management believes that there are approximately 300 beneficial owners of TMAN common stock.

TMAN has not paid any cash dividends and does not anticipate paying any cash dividends in the foreseeable future. TMAN intends to use any earnings which it may generate to finance the growth of its business.

ITEM 2. LEGAL PROCEEDINGS

In July, 1999, the Trustee in Bankruptcy ("Trustee") for Total World Telecommunications, Inc. ("Total World') filed a Complaint to Recover Fraudulent Transfer in the United States Bankruptcy Court for the Southern District of Florida against Financial Standards Group, Inc. ("FSG"), a wholly-owned subsidiary of TMANglobal.com, Inc., and three individuals. In Re: Total World Telecommunications, Inc. Lawrence H. Blum as Unsecured Creditors Trustee v. Financial Standards Group, Inc., et al, Case No. 97-36030-BKC-SHF, Adv. 99-3153 (U.S.D.C. S.D. Fla. Bkrptcy, 1999). The Trustee alleges that Total World's transfer of the stock in FSG to the three individuals who were officers of FSG at the time for a $50,000 note within a year of the filing of Total World's involuntary bankruptcy was for insufficient consideration while Total World was insolvent, with the intent to hinder, delay, and defraud Total World's creditors, and therefore is a voidable fraudulent transfer under Federal and Florida bankruptcy law. The Trustee seeks an Order declaring the transfer of the FSG stock to the three individuals to have been a violative fraudulent transfer, and further ordering FSG and the individuals to turn the FSG stock over to the Trustee, or alternatively awarding unspecified money damages. Counsel for FSG is now reviewing the matter and determining a responsive course of action. Discovery has not commenced, and TMAN is not yet in a position to assess the significance or potential impact of the litigation.

17

There can be no assurance that the outcome of this litigation will be favorable to TMAN. An adverse finding against TMAN or the requirement that TMAN expend significant resources defending itself may result in a material adverse effect on the financial condition of TMAN.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

1. In October 1997, FSGI Corporation borrowed $50,000 from Premium Investment Management, Ltd. In satisfaction of that debt, FSGI Corporation paid to the lender $3,000 in interest, and in August 1998 at the lender's instruction, issued to SBZ Investment Subtrust, Ltd. 500,000 shares of common stock; options to purchase 100,000 shares of common stock at $1.00; and options to purchase 100,000 shares of common stock at $.50 per share. In March 1999, TMAN sold 66,667 shares of common stock to SBZ Investment Subtrust at $.75 per share.

2. In November 1997, as consideration for consulting services, FSGI Corporation granted Fly Yellow Investments, Ltd. options to purchase 100,000 shares of common stock at $1.00 per share, exercisable between November 1, 1997 and October 31, 2000

3. In July 1998, FSGI Corporation granted David Latraverse options to purchase 50,000 shares of common stock at $1.00 per share between July 1998 and June 30, 2001 in consideration for investment consulting services.

4. In August 1998, FSGI Corporation also issued 33,333 shares of common stock to M&A West as consideration for financial advise, investor relations and public relations services.

5. In September 1998, FSGI Corporation issued 25,000 shares of common stock to National Capital Merchant Group, L.L.C. for strategic planning and financial advice.

6. In October 1998, FSGI Corporation granted an option to Southeast Capital Partners, Inc. to purchase 75,000 shares of common stock at $1.00 per share between October 1, 1998 and September 30, 1999 in consideration of market and strategic planning services. In September 1998, Southeast Capital Partners, Inc. was issued 25,000 shares of common stock and in October 1998 Southeast Capital Partners, Inc. was issued 25,000 shares of common stock.

7. In October 1998, as partial consideration for management advisor and investor relation services, FSGI Corporation also granted options to Managerial Advisory Services, Inc. to purchase common stock as follows: 100,000 shares at $1.00; 100,000 shares at $1.50; and 100,000 shares at $2.00.

8. In November 1998, FSGI Corporation issued 50,000 shares of common stock to Stockbroker Relations, Inc. and 133,333 shares of common stock to Scott Sieck for financial advice, investor relations, and public relations services.

18

9. In January 1999, TMAN granted options to purchase 1,000,000 shares of common stock at $1.00 per share, between January 1999 and January 2002, to its three officers, Tony Interdonato, Ron Tramontano, and Ron Valli.

10. In April 1999, TMAN issued 50,000 shares of common stock to K.M. Ward, Inc. as consideration for consulting services, and agreed to grant Elliot, Lane & Associates 100,000 shares of restricted common stock as consideration for investment banking services.

11. In June 1998, FSGI Corporation issued 777,000 shares of common stock to private investors as compensation for a prior investment.

12. In December 1998, FSGI Corporation issued 245,500 shares of restricted common stock to private persons as compensation for a prior investment.

13. In April 1998 TMAN sold 5,400 shares of common stock to private investor at $.75 per shares and in June 1998, FSGI Corporation sold 538,667 shares of common stock to private investors at $.75 per share in connection with a private offering.

14. FSGI Corporation sold 100,000 shares of common stock at $.75 per share to Five Speed Investment Subtrust in August 1998. FSGI Corporation sold another 100,000 shares at $.75 per share to Five Speed Investment Subtrust in October 1998. In February 1999, Five Speed Investment Subtrust purchased 66,667 shares of TMAN's common stock at $.75 per share.

15. In January 1999, private investors purchased 13,500 shares of common stock at $.75 per shares.

16. In March 1999, TMAN sold 288,153 shares of common stock to private investors at a price of $.75 per share.

17. In March 1999, TMAN issued 3,000,000 shares of restricted common stock to The Martial Arts Network, Inc. in accordance with Agreement and Plan of Merger between FSGI Corporation and The Martial Arts Network On-Line, Inc. The Martial Arts Network, Inc. was also issued options exercisable at $1.00 per share for 1,000,000 shares of common stock between January 1999 and January 2002.

In the transactions described in paragraphs 1 through 10, exemptions from the registration requirements of the Securities Act of 1933, as amended was claimed under Rule 504 and/or Rule 701 and/or Section 4(2) of the Securities Act of 1933, as amended. In the transactions described in paragraphs 11 through 16 exemption from the registration requirements of the Securities Act of 1933, as amended was claimed under Rule 504 and/or 4(2). In the transaction described in paragraph 17, exemption from the registration requirements of the Securities Act of 1933, as amended was claimed under Section 4(2) of the Securities Act of 1933, as amended. The forgoing transactions did not involve any public offering and the recipients either received adequate information about FSGI Corporation or TMAN, or had access, through employment or other relationships, to such information. In each of the foregoing transactions, Management reasonably believed that each of the recipients was "sophisticated" within the meaning of
Section 4(2) of the Securities Act of 1933, as amended and/or "accredited" within the meaning of Rule 501 under the Securities Act of 1933, as amended.

19

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 607.0850 of the Florida Business Corporation Act empowers a corporation to indemnify any person who was or is a party to a proceeding by reason of the fact that he was or is an officer, director, employee or agent of the corporation against liability incurred in connection with such proceeding. Such person must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation. With respect to any criminal proceeding, such person must have had no reasonable cause to believe his conduct was unlawful. Moreover, indemnification of officers, directors, employees or agents of TMAN is only appropriate when determined to be proper under the applicable standard of conduct by a majority vote of a quorum of TMAN's board of directors, excluding any directors seeking indemnification.

Indemnification is not exclusive under the Florida Business Corporation Act, however, indemnification is not permitted to be made on behalf of any person if a judgment or final adjudication establishes: (1) a violation of the criminal law, unless such person had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful; (2) such person derived an improper personal benefit from the transaction; (3) as to any director, such proceeding arose from an unlawful distribution under Section 607.0834 of the Florida Business Corporation Act; or (4) willful misconduct or a conscious disregard for the best interests of TMAN in a proceeding by the corporation or a stockholder.

TMAN's bylaws provide that TMAN shall indemnify persons acting in good faith and in the best interest of TMAN. The bylaws provide further, with respect to criminal activities, that TMAN shall indemnify persons who had no reasonable cause to think his or her actions unlawful. TMAN is empowered by the bylaws to purchase and maintain insurance on behalf of any such person.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING TMAN PURSUANT TO THE FOREGOING PROVISIONS, TMAN HAS BEEN INFORMED THAT IN THE OPINION OF THE SEC, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE UNENFORCEABLE.

PART F/S

See pages F-1 through F-13 hereinbelow.

20

PART III

ITEM 1. INDEX TO EXHIBITS

ITEM 2. DESCRIPTION OF EXHIBITS

EXHIBIT NO.                           DESCRIPTION
-----------                           -----------

      2.1      Agreement and Plan of Merger dated December 21, 1998 between
               FSGI Corporation and The Martial Arts Network On-Line, Inc.

      3.1      Articles of Incorporation and amendment thereto

      3.2      Bylaws

      4.1      Certificate for shares of common stock

      10.1     Consulting Agreement dated March 9, 1999 between K. M. Ward
               Inc. and TMAN

      10.2     Consulting Agreement dated March 17, 1999 between VistaQuest,
               Inc. and TMAN

      10.3     General Agreement dated April 29, 1999 between Elliott, Lane &
               Associates, Inc. and TMAN

      10.4     Purchase Contract dated November 13, 1998 between Bonnie Davis
               P.C. and FSGI Corporation.

      11       Statement re: Computation of Per Share Earnings

      21       Subsidiaries of the registrant

      23       Consent of Independent Certified Public Accountants

      27       Financial Data Schedule

      99       TMANglobal.com, Inc. Pro Forma Combined Financial Statements.

SIGNATURE

Pursuant to the requirements of the Section 12 of the Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  October 8, 1999                 TMANGLOBAL.COM, INC.



                                        By: /S/ Tony Interdonato
                                            ------------------------------------
                                            Tony Interdonato
                                            Chairman and Chief Executive Officer

21

TMANGLOBAL.COM, INC.

FINANCIAL STATEMENTS

SEPTEMBER 30, 1998 AND 1997


TABLE OF CONTENTS

Independent Auditor's Report.............................................................................1

Financial Statements:

   Balance Sheets as of September 30, 1998 and 1997, and
       Unaudited at June 30, 1999 and 1998...............................................................2

   Statements of Operations for the Years Ended September 30, 1998 and 1997, and
       Unaudited for the Nine Months Ended June 30, 1999 and 1998 .......................................3

   Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended
       September 30, 1998 and 1997, and Unaudited for the Nine Months
       Ended June 30, 1999 and 1998......................................................................4

   Statements of Cash Flows for the Years Ended September 30, 1998 and 1997, and
       Unaudited for the Nine Months Ended June 30, 1999 and 1998........................................5

Notes to Financial Statements.........................................................................6-13


DASZKAL, BOLTON & MANELA
CERTIFIED PUBLIC ACCOUNTANTS
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

2401 N.W. BOCA RATON BOULEVARD, SUITE #100 @ BOCA RATON, FLORIDA 33431
TELEPHONE (561) 367-1040 FAX (561) 750-3236

JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN, CPA, P.A.

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders TMANglobal.com, Inc.
Boca Raton, Florida

We have audited the accompanying balance sheets of TMANglobal.com, Inc., as of September 30, 1998 and 1997, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TMANglobal.com, Inc., as of September 30, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company experienced a loss from operations in 1998 and 1997 and had negative cash flows from operations at September 30, 1998 and 1997. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 13. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

                                 /s/ Daszkal, Bolton, Manela, Devlin & Co., CPAs
Boca Raton, Florida
July 7, 1999

F-1

TMANGLOBAL.COM, INC.
BALANCE SHEETS

ASSETS

                                                                                                  JUNE 30,
                                                                    YEARS ENDED          ----------------------------
                                                                   SEPTEMBER 30,             1999            1998
                                                           ----------------------------  -------------  -------------
                                                                1998          1997               (UNAUDITED)
                                                           -------------  -------------  ----------------------------
Current assets:
   Cash                                                    $          -   $      1,012   $    185,825   $        499
   Accounts receivable                                                -              -         42,730              -
   Prepaid and other assets                                           -              -         28,255              -
                                                           -------------  -------------  -------------  -------------
          Total current assets                                        -          1,012        256,810            499
                                                           -------------  -------------  -------------  -------------

Property and equipment, net                                           -              -         35,120              -
                                                           -------------  -------------  -------------  -------------

Other assets:
   Goodwill, net                                                      -              -      3,289,351              -
   Client list, net                                                   -              -         70,000              -
                                                           -------------  -------------  -------------  -------------
          Total other assets                                          -              -      3,359,351              -
                                                           -------------  -------------  -------------  -------------

          Total assets                                     $          -   $      1,012   $  3,651,281   $        499
                                                           =============  =============  =============  =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current liabilities:
   Accounts payable                                        $          -   $          -   $     60,382   $          -
   Accrued expenses                                                   -              -          1,541              -
   Due to stockholders                                            8,097          8,097          8,062          8,097
   Due to affiliate                                               1,000          1,000              -          1,000
   Checks outstanding in excess of bank balances                     15              -         29,140              -
   Current maturities of long-term debt                               -              -         75,422              -
                                                           -------------  -------------  -------------  -------------
          Total current liabilities                               9,112          9,097        174,547          9,097
                                                           -------------  -------------  -------------  -------------

Long-term debt                                                        -              -         36,572              -
                                                           -------------  -------------  -------------  -------------

          Total liabilities                                       9,112          9,097        211,119          9,097
                                                           -------------  -------------  -------------  -------------

Stockholders' equity (deficit):
   Common stock, $0.0001 par value; authorized
      20,000,000 shares: issued and outstanding -
      3,000,000 shares                                              300            300            594            300
   Subscriptions receivable                                           -              -         (1,500)             0
   Additional paid-in capital                                      (200)          (200)     3,874,129           (200)
   Accumulated deficit                                           (9,212)        (8,185)      (433,061)        (8,698)
                                                           -------------  -------------  -------------  -------------
          Total stockholders' equity (deficit)                   (9,112)        (8,085)     3,440,162         (8,598)
                                                           -------------  -------------  -------------  -------------

          Total liabilities and stockholders' equity       $          -   $      1,012   $  3,651,281   $        499
                                                           =============  =============  =============  =============

See accompanying notes to financial statements.

F-2

TMANGLOBAL.COM, INC.
STATEMENTS OF OPERATIONS

                                                                                               NINE MONTHS ENDED
                                                                                                   JUNE 30,
                                                                    YEARS ENDED          ----------------------------
                                                                   SEPTEMBER 30,              1999           1998
                                                           ----------------------------  -------------  -------------
                                                                1998           1997              (UNAUDITED)
                                                           -------------  -------------  ----------------------------

Revenues earned                                            $          -   $          -   $    655,592   $          -

Costs of revenues earned                                              -              -        460,769              -
                                                           -------------  -------------  -------------  -------------

Gross profit                                                          -              -        194,823              -

Selling, general and administrative
  expenses                                                        1,027          8,323        618,672            513
                                                           -------------  -------------  -------------  -------------

Net loss                                                   $     (1,027)  $     (8,323)  $   (423,849)  $       (513)
                                                           -------------  -------------  -------------  -------------

Net loss per share (basic & diluted)                       $          -   $          -   $      (0.07)  $          -
                                                           =============  =============  =============  =============

Weighted average common shares
  outstanding                                                 3,000,000      3,000,000      5,799,230      3,000,000
                                                           =============  =============  =============  =============

See accompanying notes to financial statements.

F-3

TMANGLOBAL.COM, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                                                           ADDITIONAL
                                                NUMBER         COMMON        PAID-IN     SUBSCRIPTION    ACCUMULATED
                                               OF SHARES       STOCK         CAPITAL      RECEIVABLE      (DEFICIT)        TOTAL
                                            -------------  -------------  -------------  -------------  -------------  -------------


Balance, October 1, 1996                       3,000,000   $        300   $       (200)  $          -   $        138   $        238

Net loss - September 30, 1997                          -              -              -              -         (8,323)        (8,323)
                                            -------------  -------------  -------------  -------------  -------------  -------------

Balance (deficit), September 30, 1997          3,000,000            300           (200)             -         (8,185)        (8,085)

Net loss - September 30, 1998                          -              -              -              -        (1 ,027)        (1,027)
                                            -------------  -------------  -------------  -------------  -------------  -------------

Balance (deficit), September 30, 1998          3,000,000            300           (200)             -         (9,212)        (9,112)

Unaudited:
Acquisition of assets of FSGI
Corporation                                    2,542,833            254      3,512,579        (50,000)             -      3,462,833

Issuance of stock                                440,987             44        330,246              -              -        330,290

Issuance of stock for services                    52,000              5         81,495         (1,500)             -         80,000

Retirement of common stock                       (97,266)            (9)       (49,991)        50,000              -              -

Net loss - June 30, 1999                               -              -              -              -       (423,849)      (423,849)
                                            -------------  -------------  -------------  -------------  -------------  -------------

Balance, June 30, 1999 (Unaudited)             5,938,554   $        594   $  3,874,129   $     (1,500)  $   (433,061)  $  3,440,162
                                            =============  =============  =============  =============  =============  =============

See accompanying notes to financial statements.

F-4

TMANGLOBAL.COM, INC.
STATEMENTS OF CASH FLOWS

                                                                                               NINE MONTHS ENDED
                                                                                                   JUNE 30,
                                                                    YEARS ENDED          ----------------------------
                                                                   SEPTEMBER 30,              1999           1998
                                                           ----------------------------  -------------  -------------
                                                                1998           1997              (UNAUDITED)
                                                           -------------  -------------  ----------------------------
Cash flows from operating activities:

  Net (loss)                                               $     (1,027)  $     (8,323)  $   (423,849)  $       (513)
     Adjustments to reconcile net loss to cash
       provided (used) by operating activities:
          Depreciation                                                -              -          5,530              -
          Amortization                                                -              -        121,426              -
          Common stock issued for services                            -              -         81,500              -
     Changes in assets and liabilities, net of
       effects of acquisitions:
     (Increase) decrease in:
          Cash acquired                                               -              -         (2,437)             -
          Accounts receivable                                         -              -         15,821              -
          Subscriptions receivable                                    -              -         50,000              -
          Prepaid and other assets                                    -              -        (14,780)             -
     Increase (decrease) in:
          Accounts payable                                            -              -         (3,779)             -
          Accrued expenses                                            -              -        (33,723)             -
          Due to stockholder                                          -          8,097            (35)             -
          Due to affiliates                                           -          1,000         (1,000)             -
          Checks outstanding in excess of bank
           balance                                                   15              -         29,125              -
                                                           -------------  -------------  -------------  -------------

                    Net cash provided (used) by
                     operating activities                        (1,012)           774       (176,201)          (513)
                                                           -------------  -------------  -------------  -------------

Cash flows from investing activities:
  Purchase of property and equipment                                  -              -         (1,883)             -
                                                           -------------  -------------  -------------  -------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                              -              -        330,290              -
  Subscriptions receivable                                                                     (1,500)
  Increase in long-term debt                                          -              -         47,375              -
  Payments on long-term debt                                          -              -        (12,256)             -
                                                           -------------  -------------  -------------  -------------

                    Net cash provided by financing
                     activities                                       -              -        363,909              -
                                                           -------------  -------------  -------------  -------------

Net increase (decrease) in cash                                  (1,012)           774        185,825           (513)

Cash at beginning of period                                       1,012            238              -          1,012
                                                           -------------  -------------  -------------  -------------

Cash at end of period                                      $          -   $      1,012   $    185,825   $        499
                                                           =============  =============  =============  =============

Additional cash payment information:
  Interest paid                                            $          -   $          -   $      5,092   $          -
                                                           =============  =============  =============  =============
  Income taxes                                             $          -   $          -   $          -   $          -
                                                           =============  =============  =============  =============

Non cash transactions affecting investing and
 financing activities:
      Common stock issued for acquisition                             -              -      2,542,833              -
                                                           =============  =============  =============  =============
      Common stock issued for services                                -              -         52,000              -
                                                           =============  =============  =============  =============

See accompanying notes to financial statements.

F-5

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

TMANglobal.com, Inc., ("the Company") was formed on December 21, 1998, resulting from a merger between The Martial Arts Network On-line, Inc. (a development stage company), (TMANO) and FSGI Corporation (FSGI). TMANglobal.com, Inc., is located at Universal Studios in Orlando, Florida.

TMANO was incorporated on May 23, 1996, in the State of Florida as the Martial Arts Network, Inc. The Company then underwent a name change to TMANO on June 1, 1997. From its inception, TMANO was in the development stage and engaged primarily in the business of developing its on-line web site. Consequently, TMANO has had no significant revenue and has been dependent upon the receipt of capital investment or other financing to fund its continuing operations.

FSGI was incorporated on May 15, 1997, in the State of Florida. FSGI through its wholly owned subsidiary Financial Standards Group, Inc., provides auditing and accounting services to assist credit unions and their supervisory committees in performing comprehensive internal and regulatory compliance audits in satisfaction of their statutory requirements. Financial Standards Group, Inc., has offices in Georgia, Florida, Kentucky, Michigan, Mississippi, Louisiana, California, and Hawaii.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all cash and other demand deposits to be cash and cash equivalents. As of September 30, 1998 and 1997, the Company had no cash equivalents.

Property and Equipment

Property and equipment are stated at cost and are being depreciated using the straight-line and accelerated methods over the estimated useful lives of two to seven years. Leasehold improvements are stated at cost and are being amortized over the lesser of the term of the lease or the estimated useful life of the asset. Amortization is included in depreciation expense.

Revenue Recognition

Revenue is recognized as earned as services are performed.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

F-6

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Unaudited Interim Information

The information presented as of June 30, 1999 and 1998, and for the nine month period ended June 30, 1999 and 1998, has not been audited. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 1999 and 1998, and the results of its operations and its cash flows for the nine months ended June 30, 1999 and 1998, and the stockholders equity for the nine months ended June 30, 1999.

Principles of Consolidation (Unaudited)

The consolidated financial statements include the accounts of TMANglobal.com, Inc. and its wholly-owned subsidiary, Financial Standards Group, Inc., at June 30, 1999. All intercompany accounts and transactions have been eliminated in consolidation.

The financial statements as presented, reflect the reverse merger of the Martial Arts Network On-Line, Inc., for the nine months ended June 30, 1999, and FSGI Corporation, from the date of acquisition, December 31, 1998 to June 30, 1999. See Note 3 for a schedule of the operating results for the period ended June 30, 1999 for each individual company.

Advertising (Unaudited)

Advertising costs are expensed when incurred. The advertising cost incurred for the period ended June 30, 1999, was $26,718.

Amortization of Goodwill (Unaudited)

Goodwill represents the amount of which the purchase price of businesses acquired exceeds the fair market value of the net assets acquired under the purchase method of accounting.

The excess of the fair value of the net assets of FSGI Corporation acquired by the reverse merger was $3,402,777 and was recorded as goodwill. Goodwill is being amortized on a straight-line method over 15 years. The accumulated amortization of the excess fair value of net assets of the Company acquired over cost is $113,426 at June 30, 1999.

NOTE 3 - ACQUISITIONS (UNAUDITED)

On December 21, 1998, FSGI Corporation acquired all of the outstanding common stock of TMAN Online, for accounting purposes the transaction was effective on January 1, 1999. As consideration, FSGI Corporation issued an aggregate of three million shares of common stock and an option to purchase up to one million additional shares at a purchase price of $1.00 per share. The Martial Arts Network, Inc. (parent of TMANglobal.com, Inc.) now has controlling interest in the new corporation formed.

F-7

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 3 - ACQUISITIONS (UNAUDITED) (CONTINUED)

The acquisition was recorded using the purchase method of accounting. The results of operations since the date of acquisition, January 1, 1999, for accounting purposes, are included in the consolidated statements of operations at June 30, 1999. Goodwill of $3,402,777 was recorded in this transaction and is being amortized over 15 years using the straight line method.

The following is a summary of the results of operations of the separate companies from the date of acquisition to June 30, 1999:

                                                     FSGI
                                                     ----
                            TMANGLOBAL.COM     CORPORATION
                            --------------   --------------
Net Sales                   $       6,235    $     649,357
                            --------------   --------------

Net (loss)                  $    (273,617)   $    (150,232)
                            ==============   ==============

The following summarizes the fair value of the assets acquired and liabilities assumed of FSGI Corporation:

Cash                            $      (2,437)
Accounts receivable                    58,551
Subscriptions receivable               50,000
Prepaid expenses                       13,475
Property and equipment                 38,767
Client list                            78,000
Accounts payable                      (64,161)
Accrued expenses                      (35,264)
Notes payable                         (76,875)
                                --------------

    Net assets                  $      60,056
                                ==============

NOTE 4 - PROPERTY AND EQUIPMENT (UNAUDITED)

The Company acquired computer equipment as part of the reverse merger with FSGI Corporation December 21, 1998. The Company's property and equipment consisted of the following at June 30, 1999:

Computer equipment              $      40,650
Less: accumulated depreciation         (5,530)
                                --------------

  Total property and equipment  $      35,120
                                ==============

Depreciation expense for the period ended June 30, 1999 was $5,530.

F-8

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT (UNAUDITED)

The Company assumed various notes on December 21, 1998 as part of the acquisition. FSGI Corporation's long-term debt consists of the following at June 30, 1999:

Various notes payable for insurance with varying terms and
maturities.   Interest rates range from 11% to 17%.                                 $     11,148

Note payable, interest payable at prime plus 1%, (8.75% at June
30, 1999) paid semi-annually, with principal due May 2002,
unsecured.                                                                                36,572

Note payable, monthly payments of $2,335, including interest at
11.05%, due May 2000, collateralized by Company assets.                                   24,274

Line of credit, with a bank providing borrowings for up to
$50,000 at prime plus 2% (9.75% at June 30, 1999),
collateralized by Company assets.                                                         40,000
                                                                                    -------------
              Total                                                                      111,994
              Less: current portion                                                      (36,572)
                                                                                    -------------
                                                                                    $     75,422
                                                                                    =============

Maturities of long-term debt at June 30, are as follows:


                        2000                       $      75,422
                        2001                                   -
                        2002                              36,572
                                                   --------------

                        Total                      $     111,994
                                                   ==============

NOTE 6 - OPERATING LEASES (UNAUDITED)

The Company leases its facilities in Florida under an operating lease with a term of four years payable in monthly installments. Other operating leases include automobiles and equipment. Total lease expense for the period ended June 30, 1999 was $23,298.

Future minimum lease payments for the period ended June 30 are as follows:

               2000                       $      27,316
               2001                              17,551
               2002                               2,676
                                          --------------

Total future minimum lease payments       $      47,543
                                          ==============

F-9

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 7 - ACQUISITION OF CLIENT LIST (UNAUDITED)

On November 13, 1998, FSGI Corporation acquired the right to service the credit union clients of Bonnie Davis P.C. As consideration, the Company will issue 40,000 shares of restricted common stock with an agreed upon market value of $80,000. If the total market value at the twelve month and twenty four month anniversary dates is less than $2.00 per share, the Company will issue additional shares valued at the difference between the market price and the guaranteed amount.

Further, should the gross revenue for the twelve month period ended November 13, 1999, not equal or exceed 80% of the purchase price ($64,000), then the share adjustments referred to earlier would not apply.

The accumulated amortization of the client list at June 30, 1999 was $10,000.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company is currently engaged in litigation in connection with the claim of a former employee for monetary amounts with respect to her return of 100,000 shares of common stock.

Additionally, the Company is a party to legal proceedings with TWT, Inc., former parent of FSG, Inc., in connection with TWT, Inc.'s bankruptcy. A $50,000 note payable was recorded in relation to the transfer of TWT's common stock in FSG to three officers. The balance on the note as of June 30, 1999, is $36,572 (See Note 5).

In the opinion of management, these proceedings are not expected to have a material impact on its financial position or results of operations. However, there can be no assurance that the outcome of the litigations will be favorable to the Company. If the outcome of the litigations is not favorable, such outcome could have a material adverse effect on the financial condition of the Company.

NOTE 9 - STOCKHOLDERS' EQUITY (UNAUDITED)

In December 1998, as a result of the reverse merger, The Martial Arts Network, Inc. (TMAN), was issued three million of the common shares of FSGI Corporation, which resulted in TMAN obtaining the controlling interest in FSGI Corporation.

Common Stock Issued for Cash

The Company issued 440,987 shares of common stock during the nine months ended June 30, 1999. The total amount obtained from the issuance of these common shares was $330,290. The Company also retired 97,266 shares of common stock during the same period.

F-10

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 10 - RELATED PARTY TRANSACTIONS

At September 30, 1998, the Company had an outstanding payable to the stockholders in the amount of $8,097. The transactions involving the stockholders/officers are summarized below:

Balance at October 1, 1997                         $           -
Advances from stockholders                                 8,097
                                                   --------------
Balance at September 30, 1997                              8,097
Advances from stockholders                                     -
                                                   --------------
Balance at September 30, 1998                      $       8,097
                                                   ==============

NOTE 11 - INCOME TAXES (UNAUDITED)

As of June 30, 1999, TMANglobal.com, Inc. had an unused net operating loss carry forward of $402,394 available for use on its future corporate federal income tax returns. This amount includes the net operating losses of TMANO, from the date of inception, and the net operating losses of its subsidiary, FSGI Corporation since the date of acquisition, January 1, 1999. The Company's evaluation of the tax benefit of its net operating loss carry forward is presented in the following table. The tax amounts have been calculated using the 34% tax rate.

Deferred tax asset:
  Tax benefit of net operation loss                $     136,814
  Less: valuation allowance                             (136,814)
                                                   --------------
Deferred tax asset                                 $           -
                                                   ==============

In addition to the above, FSGI Corporation has $460,522 of unused loss carry forwards which can be used to offset FSGI Corporation's future taxable income. The deferred tax amount of $156,577 has been offset by the valuation allowance of $156,577. The loss carry forwards expire from 2012 to 2014.

Temporary differences between the financial statement carrying amount and tax basis of assets and liabilities did not give rise to significant portions of deferred taxes.

The Company's unused net operating loss carryover as of June 30, 1999 is summarized below:

YEAR LOSS ORIGINATED                    YEAR EXPIRING        AMOUNT
--------------------                   --------------   --------------

September 30, 1997                               2012   $       8,185
September 30, 1998                               2013           1,027
June 30, 1999                                    2014         393,182
                                                        --------------

     Total Available Net Operating Loss                 $     402,394
                                                        ==============

F-11

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 12 - EMPLOYEE STOCK OPTIONS (UNAUDITED)

As of June 30, 1999, options to purchase 4,350,000 shares of the Company's common stock at an average price per share of $0.99 have been granted to certain of the Company's officers and key employees.

The Company has elected to account for the stock options under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. Accordingly, no compensation expense has been recognized on the stock options.

Had compensation expense for the stock option plan been determined based on the fair value of the options at the grant date consistent with the methodology prescribed under Statement of Financial Standards No. 123, "Accounting for Stock Based Compensation", the Company's net income for the three months ended June 30, 1999 would have been decreased by approximately $1,820,000. The fair value of each option is estimated on the date of grant using the fair market option pricing model with the assumption:

Risk-free interest rate                                  5%
Expected life (years)                                  1.5
Expected volatility                                  2,001
Expected dividends                                    None

A summary of options during the years ended June 30, 1999 is shown below:

                                                 NUMBER      WEIGHTED-AVERAGE
                                                OF SHARES    EXERCISE PRICE
                                             --------------  --------------
Outstanding at December 31, 1998                 1,350,000   $        0.96
  (grants at date of acquisition)
Granted to the management of TMAN                3,000,000            1.00
Exercised                                                -               -
Forfeited                                                -               -
                                             --------------  --------------

Outstanding at June 30, 1999                     4,350,000   $        0.99
                                             ==============  ==============

Exercisable at June 30, 1999                     4,350,000
                                             ==============

Available for issuance at June 30, 1999         17,457,167
                                             ==============

NOTE 13 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS

As shown in the accompanying financial statements, the Company incurred a net loss of $393,182 during the nine months year ended June 30, 1999. The ability of the Company to continue as a going concern is dependent on returning to profitable operations and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-12

TMANGLOBAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 13 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS
(CONTINUED)

The Company plans on raising additional capital through private placement offerings of common stock, which during the period from January 1, 1999, through June 30, 1999, have raised approximately $330,290. Management believes these actions will provide the necessary capital and cash requirements to ensure the Company's ability to continue as a going concern.

No estimate has been made should managements' plan be unsuccessful.

F-13

FSGI CORPORATION AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED SEPTEMBER 30, 1998 AND

THREE MONTHS ENDED DECEMBER 31, 1998


TABLE OF CONTENTS

Independent Auditor's Report................................................   1

Financial Statements:

   Consolidated Balance Sheets.............................................. 2-3

   Consolidated Statements of Operations....................................   4

   Consolidated Statements of Changes in Stockholders' Equity (Deficit).....   5

   Consolidated Statements of Cash Flows....................................   6

Notes to Financial Statements...............................................7-12


DASZKAL, BOLTON & MANELA
CERTIFIED PUBLIC ACCOUNTANTS
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

2401 N.W. BOCA RATON BOULEVARD, SUITE #100 @ BOCA RATON, FLORIDA 33431
TELEPHONE (561) 367-1040 FAX (561) 750-3236

JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN, CPA, P.A.

INDEPENDENT AUDITOR'S REPORT

To The Board of Directors and Stockholders FSGI Corporation and subsidiary

We have audited the accompanying consolidated balance sheets of FSGI Corporation and subsidiary as of September 30, 1998, and December 31, 1998, the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year and three months then ended. These consolidated financial statements are the responsibility of the management of FSGI Corporation and subsidiary. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FSGI Corporation and subsidiary as of September 30, 1998 and December 31, 1998, and the results of its operations and its cash flows for the year and three months then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company experienced a loss from operations in 1998 and had negative cash flows from operations for the periods ended September 30, 1998 and December 31, 1998. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 13. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

                                 /s/ Daszkal, Bolton, Manela, Devlin & Co., CPAs
Boca Raton, Florida
June 24, 1999

-1-

                                          FSGI CORPORATION AND SUBSIDIARY
                                            CONSOLIDATED BALANCE SHEETS


                                                      ASSETS
                                                      ------



                                                                           SEPTEMBER 30,             DECEMBER 31,
                                                                               1998                      1998
                                                                           -------------             ------------
Current assets:
   Cash                                                                    $     52,025              $     6,369
   Accounts receivable                                                           65,009                   58,551
   Subscription receivable                                                            -                   50,000
   Prepaid and other assets                                                      18,966                   13,476
                                                                           -------------             ------------
            Total current assets                                                136,000                  128,396
                                                                           -------------             ------------

Property and equipment, net                                                       1,279                    4,524
                                                                           -------------             ------------

Other assets:
   Client list, net                                                                   -                   78,000
                                                                           -------------             ------------

            Total assets                                                   $    137,279              $   210,920
                                                                           =============             ============

See accompanying notes to consolidated financial statements

-2-

                                          FSGI CORPORATION AND SUBSIDIARY
                                            CONSOLIDATED BALANCE SHEETS


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                  ----------------------------------------------



                                                                           SEPTEMBER 30,             DECEMBER 31,
                                                                               1998                      1998
                                                                           -------------             ------------
Current liabilities:
   Accounts payable                                                        $     69,370              $    64,162
   Accrued expenses                                                              23,647                   35,264
   Checks outstanding in excess of bank balances                                      -                    8,806
   Current maturities of long-term debt                                          30,129                   28,038
                                                                           -------------             ------------
            Total current liabilities                                           123,146                  136,270
                                                                           -------------             ------------

Excess of fair value of net assets of company
  acquired over cost                                                             22,913                   21,335
Long-term debt                                                                   55,396                   48,837
                                                                           -------------             ------------
            Total liabilities                                                   201,455                  206,442
                                                                           -------------             ------------

Stockholders' equity (deficit):
   Preferred stock, $0.001 par value; authorized
      2,000,000; -0- shares issued and outstanding                                    -                        -
   Common stock, $0.0001 par value; 20,000,000 shares
     authorized; 1,989,000 shares issued and outstanding,
     September 30, 1998 and 2,542,833 issued and
     outstanding, December 31, 1998                                                 199                      254
   Additional paid-in capital                                                   334,801                  514,746
   Subscriptions receivable                                                           -                  (50,000)
   Accumulated deficit                                                         (399,176)                (460,522)
                                                                           -------------             ------------
            Total stockholders' equity (deficit)                                (64,176)                   4,478
                                                                           -------------             ------------

            Total liabilities and stockholders' equity (deficit)           $    137,279              $   210,920
                                                                           =============             ============

See accompanying notes to consolidated financial statements

-3-

                                          FSGI CORPORATION AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                              YEAR ENDED               THREE MONTHS ENDED
                                                                             SEPTEMBER 30,                DECEMBER 31,
                                                                                 1998                         1998
                                                                             -------------                -------------
Revenues earned                                                              $  1,311,979                 $    358,327

Costs of revenues earned                                                          916,796                      211,203
                                                                             -------------                -------------

Gross profit                                                                      395,183                      147,124
                                                                             -------------                -------------

Selling, general and administrative expenses                                      598,210                      165,479
                                                                             -------------                -------------

Loss from operations                                                             (203,027)                     (18,355)

Other income (expense):
  Bad debts                                                                       (68,586)                     (43,232)
  Amortization of excess of fair value of net
      assets of company acquired over cost                                          6,317                        1,578
  Interest income                                                                   3,499                          195
  Interest expense                                                                 (2,522)                      (1,532)
                                                                             -------------                -------------
             Total other income (expense)                                         (61,292)                     (42,991)
                                                                             -------------                -------------

Net loss                                                                     $   (264,319)                $    (61,346)
                                                                             =============                =============

Net loss per share (basic and diluted)                                       $      (0.26)                $      (0.03)
                                                                             =============                =============

Weighted average common shares outstanding                                      1,011,421                    2,245,179
                                                                             =============                =============

See accompanying notes to consolidated financial statements

-4-

                                          FSGI CORPORATION AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


                                                                           ADDITIONAL
                                                     NUMBER OF    COMMON     PAID-IN   SUBSCRIPTIONS ACCUMULATED
                                                      SHARES      STOCK      CAPITAL    RECEIVABLE    (DEFICIT)     TOTAL
                                                   ----------- ----------- ----------- ------------- ----------- -----------
Balance, October 1, 1997 as previously reported         1,000  $        -  $        0  $          -  $ (134,857)  $(134,857)

751 for one stock split                               751,000          75         (75)            -           -           -
                                                   ----------- ----------- ----------- ------------- ----------- -----------

Balance, October 1, 1997                              752,000          75         (75)            -    (134,857)   (134,857)

Conversion of note payable to common shares           500,000          50      49,950             -           -      50,000

Issuance of stock                                     737,000          74     503,676             -           -     503,750

Stock issuance costs                                        -           -    (218,750)            -           -    (218,750)

Net loss - September 30, 1998                               -           -           -             -    (264,319)   (264,319)
                                                   ----------- ----------- ----------- ------------- ----------- -----------

Balance, September 30, 1998                         1,989,000         199     334,801             -    (399,176)    (64,176)

40,000 shares to be issued for purchase of asset            -           -      80,000             -           -      80,000

Subscriptions receivable                               66,666           7      49,993       (50,000)          -           -

Issuance of stock                                     487,166          48     190,952             -           -     191,000

Stock issuance costs                                        -           -    (141,000)            -           -    (141,000)

Net loss - December 31, 1998                                -           -           -             -     (61,346)    (61,346)
                                                   ----------- ----------- ----------- ------------- ----------- -----------

Balance, December 31, 1998                          2,542,833  $      254  $  514,746  $    (50,000) $ (460,522) $    4,478
                                                   =========== =========== =========== ============= =========== ===========

See accompanying notes to consolidated financial statements

-5-

                                             FSGI CORPORATION AND SUBSIDIARY
                                           CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                              YEAR ENDED            THREE MONTHS ENDED
                                                                             SEPTEMBER 30,             DECEMBER 31,
                                                                                 1998                      1998
                                                                             -------------             -------------
Cash flows from operating activities:
  Net (loss)                                                                 $   (264,319)             $    (61,346)
      Depreciation and amortization                                                     -                      2072
      Amortization of excess of fair value of net
        assets of company acquired over cost                                       (6,317)                   (1,578)
  (Increase) decrease in:
      Accounts receivables                                                        (28,227)                    6,458
      Prepaid and other assets                                                     (2,640)                    5,490
  Increase (decrease) in:
      Accounts payable                                                                963                    (5,208)
      Accrued expenses                                                            (33,409)                   11,617
      Checks outstanding in excess of bank balance                                      -                     8,806
                                                                             -------------             -------------
             Net cash (used) by operating activities                             (333,949)                  (33,689)
                                                                             -------------             -------------

Cash flows from investing activities:
  Purchase of property and equipment                                               (1,279)                   (3,317)
                                                                             -------------             -------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                          335,000                         -
  Increase in long-term debt                                                       59,245                         -
  Payments on long-term debt                                                      (23,720)                   (8,650)
                                                                             -------------             -------------
             Net cash provided (used) by financing activities                     370,525                    (8,650)
                                                                             -------------             -------------

Net increase (decrease) in cash                                                    35,297                   (45,656)

Cash at beginning of period                                                        16,728                    52,025
                                                                             -------------             -------------

Cash at end of period                                                        $     52,025              $      6,369
                                                                             =============             =============

Additional cash payment information:
  Interest paid                                                              $      2,522              $      1,532
                                                                             =============             =============
  Income taxes                                                               $          -              $          -
                                                                             =============             =============

Non cash transactions affecting investing and
    financing activities:
  Conversion of note payable to common stock                                 $     50,000              $          -
                                                                             =============             =============
  Purchase of client list for common stock                                   $          -              $     80,000
                                                                             =============             =============
  Stock issued for services                                                  $          -              $    141,000
                                                                             =============             =============
  Stock issuance costs                                                       $          -              $   (141,900)
                                                                             =============             =============
  Stock issued for receivable                                                $          -              $    100,000
                                                                             =============             =============

See accompanying notes to consolidated financial statements

-6-

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

FSGI Corporation (the "Company") was incorporated on May 15, 1997, in the State of Florida. The Company through its wholly owned subsidiary, Financial Standards Group, Inc., provides auditing and accounting services to assist credit unions and their supervisory committees in performing comprehensive internal and regulatory compliance audits in satisfaction of their statutory requirements. Financial Standards Group, Inc., has offices in Georgia, Florida, Kentucky, Michigan, Mississippi, Louisiana, California, and Hawaii.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all cash and other demand deposits to be cash and cash equivalents. As of September 30, 1998, and December 31, 1998, the Company had no cash equivalents.

Property and Equipment

Property and equipment are stated at cost and are being depreciated using the straight-line and accelerated methods over the estimated useful lives of two to seven years. Leasehold improvements are stated at cost and are being amortized over the lesser of the term of the lease or the estimated useful life of the asset.

Revenue Recognition

Revenue is recognized as earned as services are performed.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of FSGI Corporation at September 30, 1998, and December 31, 1998, and its wholly-owned subsidiary, Financial Standards Group, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Advertising

Advertising costs are expensed when incurred. The advertising costs incurred for the year ended September 30, 1998, was $2,592, and for the three months ended, December 31, 1998, was $27,661.

Amortization of Negative Goodwill

Financial Standards Group, Inc., was a wholly-owned subsidiary of TWTI, a public company, when it was acquired by FSGI Corporation in May 1997. TWTI subsequently went into Chapter 11. The total cost of the acquisition was $50,000 and the transaction was accounted as a purchase. The excess of the fair value of the net assets of Financial Standards Group, Inc., exceeded the cost by $31,600 and has been recorded as negative goodwill.

-7-

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The excess of the fair value of net assets of the Company acquired over the purchase price, is being amortized into income on the straight-line method over 60 months. The accumulated amortization of the excess of fair value of net assets of the Company acquired over cost is $8,687 at September 30, 1998, and $10,265 at December 31, 1998.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, cash equivalents, accounts receivable, loans receivable, accounts payable and notes payable approximates fair value because of their short maturities.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                  SEPTEMBER 30,            DECEMBER 31,
                                                      1998                     1998
                                                  -------------            ------------
Computer equipment                                $      1,279             $     4,596
Less: accumulated depreciation                               -                     (72)
                                                  -------------            ------------
      Total property and equipment                $      1,279             $     4,524
                                                  =============            ============

Depreciation expense for the periods ended September 30, 1998, was $-0- and December 31, 1998, was $72.

NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following:

                                                                                   SEPTEMBER 30,           DECEMBER 31,
                                                                                       1998                    1998
                                                                                   -------------           ------------
Note payable, monthly payments of $966, including interest at 9.6%,
due March 1999.                                                                    $      5,547            $     2,773

Note payable, interest payable at prime plus 1%, (8.75% at September 30, 1998,
and December 31, 1998) paid semi-annually, with principal
due May 2002.  Unsecured.                                                                37,572                 37,572


Note payable, monthly payments of $2,335, including interest at 11.5%,
due May 2000, collateralized by company assets.                                          42,406                 36,530
                                                                                   -------------           ------------
                      Total                                                              85,525                 76,875
                      Less: current portion                                             (30,129)               (28,038)
                                                                                   -------------           ------------
                                                                                   $     55,396            $    48,837
                                                                                   =============           ============

-8-

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT (CONTINUED)

Maturities of long-term debt at December 31, are as follows:


                                  1999                              $   28,038
                                  2000                                  11,265
                                  2001                                       -
                                  2002                                  37,572
                                                                    -----------
                            Total                                   $   76,875
                                                                    ===========

NOTE 6 - OPERATING LEASES

The Company leases its facilities in Florida under an operating lease with a term of four years, payable in monthly installments. Other operating leases include automobiles and equipment.

Total lease expense amounted to $70,835 for the year ended September 30, 1998, and $16,142 for the period ended December 31, 1998.

Future minimum lease payments for the period ended December 31, are as follows:


                                  1999                              $   46,596
                                  2000                                  22,467
                                  2001                                  17,551
                                  2002                                   2,676
                                  2003                                   1,324
                                                                    -----------
                            Total future minimum lease payments     $   90,614
                                                                    ===========

NOTE 7 - ACQUISITION OF CLIENT LIST

On November 13, 1998, the Company acquired the right to service the credit union clients of Bonnie Davis P.C. As consideration, the Company will issue 40,000 shares of common stock with an agreed upon market value of $80,000. If the total market value at the twelve month and twenty four month anniversary dates is less than $2.00 per share, the Company will issue additional shares valued at the difference between the market price and the guaranteed amount.

Further, should the gross revenue for the twelve month period ended November 13, 1999, not equal or exceed 80% of the purchase price ($64,000), then the share adjustments referred to earlier would not apply.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company is currently engaged in litigation in connection with the claim of a former employee for monetary amounts with respect to her return of 100,000 shares of company stock. There can be no assurance that the outcome of the litigation will be favorable to the Company. If the outcome of the litigation is not favorable, such outcome could have a material adverse effect on the financial condition of the Company.

-9-

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 9 - STOCKHOLDERS' EQUITY

In October 1997, the Board of Directors of FSGI Corporation resolved to increase the number of authorized common stock of the corporation to 20,000,000 at a par value of $0.0001. The outstanding common stock at that date was adjusted to 1,989,000 shares. The Company further resolved to authorize 2,000,000 shares of preferred stock. As of September 30, 1998 and December 31, 1998, there are no preferred shares issued and outstanding.

Common Stock Issued for Cash

The Company issued 840,833 shares of common stock during the year ended September 30, 1998, and the three months ended December 31, 1998. The total amount obtained from the issuance of these common shares was $385,000. In addition, the Company issued 383,333 shares of common stock for services relating to the issuance of the common stock. The value of these services was approximately $50,000 and is included in the accompanying financial statement as a reduction of additional paid-in capital.

Non-Cash Stock Transactions

The Company will issue 40,000 shares of common stock as part of the consideration for purchase of asset, in October 1998. These shares were assigned a value of $2.00 per share.

NOTE 10 - CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially expose the Company to concentrations of credit risk, as defined by Statement of Financial Accounting Standards No. 105, consist primarily of trade receivables. The Company officers have attempted to minimize this risk by monitoring the companies for whom it provided credit services.

NOTE 11 - EMPLOYEE STOCK OPTIONS

Options to purchase 1,350,000 shares of the Company's common stock at an average price per share of $1.86 have been granted to certain of the Company's officers and key employees.

The Company has elected to account for the stock options under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. Accordingly, no compensation expense has been recognized on the stock options.

Had compensation expense for the stock option plan been determined based on the fair value of the options at the grant date consistent with the methodology prescribed under Statement of Financial Standards No. 123, "Accounting for Stock Based Compensation", the Company's net income would have been decreased by $361,295. The fair value of each option is estimated on the date of grant using the fair market option pricing model with the assumption:

Risk-free interest rate                              5%
Expected life (years)                              1.5
Expected volatility                              2,001
Expected dividends                                None

-10-

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 11 - EMPLOYEE STOCK OPTIONS (CONTINUED)

A summary of options during the period ended December 31, 1998 is shown below:

                                                                        NUMBER          WEIGHTED-AVERAGE
                                                                       OF SHARES         EXERCISE PRICE
                                                                     -------------      ----------------

Outstanding at September 30, 1997                                               -          $          -
Granted                                                                 1,350,000                   .96
Exercised                                                                       -                     -
Forfeited                                                                       -                     -
                                                                     -------------         -------------

Outstanding at December 31, 1998                                        1,350,000          $        .96
                                                                     =============         =============

Exercisable at December 31, 1998                                        1,350,000
                                                                     =============

Available for issuance at December 31, 1998                            13,197,167
                                                                     =============

NOTE 12 - INCOME TAXES

As of December 31, 1998, the Company had an unused net operating loss carry forward of $460,522 available for use on its future corporate federal income tax returns. The Company's evaluation of the tax benefit of its net operating loss carry forward is presented in the following table. The tax amounts have been calculated using the 34% tax rate.

                                                           DECEMBER 31,         SEPTEMBER 30,
                                                               1998                 1998
                                                           ------------         -------------
Deferred tax asset:
     Tax benefit of net operating loss                     $   156,577          $    135,720
      Less: valuation allowance                               (156,577)             (135,720)
                                                           ------------         -------------
Deferred tax asset                                         $         -          $          -
                                                           ============         =============

Temporary differences between the financial statement carrying amount and tax basis of assets and liabilities did not give rise to significant portions of deferred taxes.

The Company's unused net operating loss carryover as of December 31, 1998, is summarized below:

YEAR LOSS ORIGINATED                YEAR EXPIRING                 AMOUNT
--------------------                -------------              -------------

September 30, 1997                      2012                   $    134,857
September 30, 1998                      2013                        264,319
December 31, 1998                       2014                         61,346
                                                               -------------

Total Available Net Operating Loss $ 460,522

-11-

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

NOTE 13 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS

As shown in the accompanying financial statements, the Company incurred a net loss of $264,319 during the year ended September 30, 1998, and $61,346 for the three months ended December 31, 1998. The ability of the Company to continue as a going concern is dependent on returning to profitable operations and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company plans on raising additional capital through private placement offerings of common stock, which during the period from January 1, 1999, through March 31, 1999, have raised approximately $316,565. Management believes these actions will provide the necessary capital and cash requirements to ensure the Company's ability to continue as a going concern.

No estimate has been made should managements' plan be unsuccessful.

NOTE 14 - ACQUISITIONS

On December 21, 1998, FSGI Corporation merged with The Martial Arts Network Online, Inc., (TMANO) to form TMANglobal.com., Inc. As consideration, the Company issued 3,000,000 of its common stock. The combination resulted in a reverse merger and The Martial Arts Network, Inc. was given controlling interest in the newly-formed corporation. The acquisition was effective January 1, 1999, and will be recorded as a purchase and the results of operations and goodwill will be included in the consolidated financial statements beginning with the date of closing. For accounting purposes the Company's operations are consolidated with TMANglobal.com, Inc., as of January 1, 1999.

-12-

FSGI CORPORATION AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

For the Period from May 15, 1997
(Date of Inception)

to September 30, 1997


FSGI CORPORATION AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

For the Period from May 15, 1997
(Date of Inception)

to September 30, 1997

CONTENTS

Report of Independent Auditors.....................................2

Financial Statements:

     Consolidated Balance Sheets...................................3

     Consolidated Statements of Operations.........................4

     Consolidated Statements of Changes in Stockholders' Equity....5

     Consolidated Statements of Cash Flows.........................6

Notes to Consolidated Financial Statements......................7-10

1

To the Board of Directors
FSGI Corporation
Boca Raton, Florida

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying consolidated balance sheets of FSGI Corporation (a Florida corporation) and Subsidiary as of September 30, 1997 and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the period from May 15, 1997 (date of inception) to September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of FSGI Corporation and Subsidiary as of September 30, 1997 and the consolidated results of its operations and its cash flows for the period from May 15, 1997 (date of inception) to September 30, 1997 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, at September 30, 1997 the accompanying balance sheet reflects an accumulated deficit of $134,857 and a working capital deficiency of $55,617. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters as described in Note 2 is to achieve profitable operations through its increased revenue and cost cutting.

Millward & Co. CPAs
Fort Lauderdale, Florida
December 15, 1997

2

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
September 30, 1997

ASSETS

CURRENT ASSETS:

Cash                                                         $       16,728
Accounts receivable, net                                             36,782
Prepaid expenses and other current assets                            16,316
                                                             ---------------

     Total Current Assets                                            69,826
                                                             ---------------
     Total Assets                                            $       69,826
                                                             ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accounts payable                                             $       68,397
    Accrued expenses and other liabilities                               57,056
                                                                 ---------------

         Total Current Liabilities                                      125,453
                                                                 ---------------
LONG-TERM DEBT:
    Note payable                                                         50,000
                                                                 ---------------
Excess of fair value of net assets of companies
    Acquired over cost (net of amortization of $2,370)                   29,230
                                                                 ---------------

STOCKHOLDERS' EQUITY:

Common Stock - $.0001 par value,
 1,000 shares, authorized, shares issued and outstanding                  -
Accumulated deficit                                                (134,857)
                                                             ---------------
                                                                   (134,857)
                                                             ---------------
Total Liabilities and Stockholders' Equity                   $       69,826
                                                             ===============

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

3

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
For the Period from May 15, 1997
(Date of Inception)

to September 30, 1997

AUDIT FEES                                                       $      483,116
                                                                 ---------------

DIRECT AUDIT EXPENSES                                                   361,229
                                                                 ---------------
GROSS PROFIT
                                                                        121,887
                                                                 ---------------
OPERATING EXPENSES:
    General and administrative                                          250,811
    Marketing                                                             8,303
                                                                 ---------------
                                                                        259,114
                                                                 ---------------
    Loss from operations                                               (137,227)
                                                                 ---------------
OTHER INCOME
    Amortization of excess of fair value of net assets
     of company acquired over cost                                        2,370
                                                                 ---------------
    Total other income                                                    2,370
                                                                 ---------------

NET LOSS                                                         $     (134,857)
                                                                 ===============

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

4

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from May 15, 1997
(Date of Inception)

to September 30, 1997

                                            Common Stock
                                          $.0001 Par Value                                                       Total
                                  ----------------------------------     Additional          Accumulated      Stockholders
                                      Issued             Amount        Paid-in Capital         Deficit          Deficit
                                  ---------------    ---------------   ---------------     ---------------  ---------------

Balance, May 15, 1997                          -     $            -    $            -      $            -   $            -
 (Date of Inception)

Issuance of Common Stock                   1,000                  -                 -                   -                -

Net Loss                                       -                  -                 -            (134,857)        (134,857)
                                  ---------------    ---------------   ---------------     ---------------  ---------------

Balance,
 September 30, 1997                        1,000                  -                 -            (134,857)        (134,857)
                                  ===============    ===============   ===============     ===============  ===============

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

5

FSGI CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period from May 15, 1997
(Date of Inception)

to September 30, 1997

CASH FLOWS FROM OPERATING ACTIVITIES:                                 $(134,857)
    Net Loss
    Adjustments to Reconcile Net Loss to Net Cash
      Provided by (Used in) Operating Activities:
      Amortization of Excess of Fair Value of Net Assets
         of Company Acquired over Cost                                   (2,370)

    (Increase) decrease in:
         Accounts Receivable                                             41,341
         Prepaid Expenses                                                51,060

    Increase (Decrease) in:
         Accounts Payable                                                44,196
         Accrued Expenses and Other                                         418
                                                                      ----------
    Net Cash Provided by (Used in) Operating Activities                    (212)
                                                                      ==========

    Net Increase (Decrease) in Cash and Cash Equivalents                   (212)

    Cash Received in Acquisition of Financial Standards Group, Inc.      16,940

    Cash and Cash Equivalents - Beginning of Period                           -
                                                                      ----------
    Cash and Cash Equivalents - End of Period                         $  16,728
                                                                      ==========

SUPPLEMENTAL NONCASH FINANCING AND INVESTING ACTIVITIES:
  Issuance of note payable for purchase of net assets of
   Financial Standards Group, Inc.                                    $  50,000
                                                                      ==========
SUPPLEMENTAL DISCLOSURES:
  Interest paid - cash basis                                          $     146
                                                                      ==========

As discussed in Note 3, on May 15, 1997, the Company purchased
the net assets of Financial Standards Group, Inc. for a $50,000
note payable. The following summarizes the net assets acquired:

Cash                                                                  $  16,940
Accounts receivable                                                      78,122
Prepaid expenses                                                         67,379
Accounts Payable and other liabilities                                  (80,841)
Excess of fair value of assets of Company (negative goodwill)           (31,600)

Acquired investment                                                   $  50,000
                                                                      ==========

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

6

FSGI CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

FSGI Corporation (the Company) was incorporated under the laws of the State of Florida on May 15, 1997. On May 15, 1997, the Company acquired all of the outstanding stock of Financial Standards Group, Inc. ("FSG"). FSG is primarily engaged to provide accounting services to assist credit unions and their supervisory committees in performing comprehensive internal and regulatory compliance audits in satisfaction of their statutory requirements. The Company also provides various other auditing, accounting and managerial advisory services to the credit union industry but does not perform audits of financial statements. FSG was a subsidiary of TWTI, Inc., a public company who subsequent to the acquisition date, went into Chapter 11.

In connection with the acquisition, the Company entered into a $50,000 note payable. The negative goodwill resulting from this acquisition is being amortized on the straight-line method over 60 months. The total cost of the acquisition was $50,000 and the transaction is account for as a purchase. The excess of the fair value of the net assets of FSG exceeded the cost by $31,600 (negative goodwill).

Principles of Consolidation

The consolidated financial statements include the accounts of FSGI Corporation and its wholly-owned subsidiary, FSG. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all short-term, highly liquid investments with a maturity of one year or less to be cash equivalents. As of September 30, 1997, the Company had no cash equivalents.

Income Taxes

The Company uses Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". Under the liability method specified by SFAS 109, the deferred tax liability is determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse.

Revenue Recognition

Revenue is recognized as earned as services are performed.

Recent Pronouncements

In February 1997, the FASB issued Statement No. 129, "Disclosure of Information About Capital Structure" ("FAS 129"). Since the Company has only one class of shares, which is adequately disclosed on the face of the balance sheet, the adoption of FAS 129 will have no impact on the Company's financial statements.

7

FSGI CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

In September 1997, the FASB issued Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive Income" ("FAS 130"). FAS 130 is effective for financial statements of periods beginning subsequent to December 15, 1997, but early adoption is permitted. The Company presents adequately all components of comprehensive income in the statement of shareholders' equity.

Amortization of Negative Goodwill

The excess of the fair value of net assets of companies acquired over the purchase price of those companies at dates of acquisition is being amortized into income on the straight-line method over 60 months. The current amortization of the excess of fair value of net assets of companies acquired over cost is $2,370 for the period May 15, 1997 (Date of Inception) to September 30, 1997.

Financial Instruments and Concentration of Credit Risks

Financial instruments which potentially subject the Company to concentrations of credit risk are primarily cash and temporary investments and accounts receivable. The Company invests its excess cash in back accounts with major financial institutions and the carrying value approximates market value. The Company has not experienced any significant losses in such accounts. The Company believes it is not exposed to any significant credit risk or either cash or cash equivalents or accounts receivable.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 - GOING CONCERN CONSIDERATION

Since inception, the Company has incurred losses and as of September 30, 1997, has an accumulated deficit of $134,857 and a working capital deficiency of $55,617.

The Company's plans to achieve profitable operations through cost cutting and revenue raising, should result in a significant decrease in operating losses.

There can be no assurance that such cost cutting and revenue raising programs will be effective all of which are necessary to meet the Company's obligations over the next year.

8

FSGI CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997

NOTE 3 - ACQUISITION

On May 15, 1997, the Company acquired all of the assets and liabilities of Financial Standards Group, Inc. This transaction has been accounted for as a purchase.

The following are the net assets acquired:

    Current assets primarily cash, accounts receivable,
         prepaid expenses and deposits                             $    162,441
    Accounts payable and other liabilities                              (80,841)
    Excess of fair value of assets of Company acquired over cost        (31,600)
                                                                   -------------
                                                                   $     50,000
                                                                   =============

NOTE 4 - LONG-TERM DEBT

At September 30, 1997 long-term debt consisted of the following:

    Promissory Note Payable, Interest Payable at a rate of 1%
    above prime will accrue, starting May 15, 1998. Interest
    shall be paid semi-annually in arrears during the term
    commencing November 15, 1998. The principal and any unpaid
    interest shall be due on May 15, 2002.                         $     50,000
                                                                   -------------
                                                                         50,000
    Less Current Maturities                                                   -
                                                                   -------------

                                                                   $     50,000
                                                                   =============

At September 30, 1997, principal payments required during
the next five years and thereafter are as follows:

For the Year Ended September 30,                                       Amount
                                                                   -------------

    1998                                                           $          -
    1999                                                                      -
    2000                                                                      -
    2001                                                                      -
    2002                                                                 50,000
                                                                   -------------

                                                                   $     50,000
                                                                   =============

9

FSGI CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997

NOTE 5 - COMMITMENTS

The Company leases office locations and vehicles under leases classified as operating leases.

Total lease expense for the period ended September 30, 1997 was $5,696.

Generally, the lease agreements for the office locations require fixed rental payments. In addition, certain lease agreements provide for renewal options and rental escalations at specific intervals.

At September 30, 1997 minimum annual rental commitments under non-cancelable operating leases are as follows:

Fiscal years ending September 30,

    1998                                                           $     17,203
    1999                                                                 10,137
    2000                                                                  8,285
    2001                                                                  8,285
    2002                                                                  2,072
                                                                   -------------
                                                                   $     45,982
                                                                   =============

NOTE 6 - FINANCIAL INSTRUMENTS

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of cash, accounts receivable, other assets, accounts payable and accrued expenses approximate fair value because of the short maturity of those instruments. The fair value of long term debt - note payable approximates the carrying value due to the nature of the interest rate by a function of the prime rate at any given time.

NOTE 7 - INCOME TAXES

At September 30, 1997, the Company has net operating loss carryforwards of approximately $135,000 that will expire in the year 2012. Such net operating losses are available to offset future taxable income, if any. As the utilization of such operating losses for tax purposes is not assured, the deferred tax asset has been fully reserved through the recording of a 100% valuation allowance. Should a cumulative change in the ownership of more than 50% occur within a three-year period, there could be an annual limitation on the use of the net operating loss carryforward.

The deferred tax asset due to the net operating loss carryforward for the period from May 15, 1997 (date of inception) to September 30, 1997 amounted to $48,600 and has been fully reserved through the recording of the 100% valuation reserve.

10

EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

By and among

FSGI CORPORATION

as PURCHASER

and

THE MARTIAL ARTS NETWORK, INC.

as SELLER


December 21, 1998


AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT") is made and entered into this 21st day of December, 1998 by and among FSGI CORPORATION, a Florida corporation (hereinafter referred to as "PURCHASER"), & THE MARTIAL ARTS NETWORK, INC., a Delaware corporation, (hereinafter referred to as "SELLER"), relating to the acquisition by PURCHASER of all of the outstanding common capital stock of THE MARTIAL ARTS NETWORK ON-LINE, INC. (hereinafter referred to as "MANO"), a wholly-owned subsidiary of the SELLER.

RECITALS

A. Seller owns all of the issued and outstanding shares of the capital stock of MANO.

B. PURCHASER is willing to acquire all of the issued and outstanding capital stock of MANO, making MANO a wholly-owned subsidiary of PURCHASER, and the SELLER desires to exchange all of it's shares of MANO's capital stock for authorized by unissued shares of Common Stock $.001 par value (the "Common Stock") of PURCHASER as hereinafter provided.

C. It is the intention of the parties hereto that: (i) PURCHASER shall acquire all of the issued and outstanding capital stock of MANO in exchange solely for the consideration set forth below (the "Exchange")' (ii) the Exchange shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and related sections thereunder; and (iii) the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable securities laws of each jurisdiction where the SELLER is located.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this AGREEMENT, the parties hereto agree as follows:

SECTION 1. PURCHASE OF SHARES

1.1 ACQUISITION OF SHARES - PURCHASER and SELLER hereby agree that the SELLER shall, on the Closing Date (as hereinafter defined), exchange all of the issued and outstanding shares of capital stock of MANO (the "MANO SHARES") and PURCHASER shall issue to the SELLER an aggregate of three million (3,000,000) Shares of PURCHASER'S Restricted Common Stock (the "PURCHASER SHARES") and an option to purchase up to one million additional shares (1,000,000) of PURCHASER'S Restricted Common Stock at a purchase price of $1.00 (the "OPTIONS"). The allocation of the PURCHASER SHARES and OPTIONS to the SELLER is set forth on Exhibit A hereto.

1.2 DELIVERY OF MANO SHARES - On the Closing Date, the SELLER will deliver to PURCHASER the certificates representing the MANO SHARES, duly endorsed (or with executed stock powers) so as to make PURCHASER the sole owner thereof. Simultaneously, PURCHASER will deliver certificates representing the PURCHASER SHARES to the SELLER.


1.3 TAX-FREE REORGANIZATION - SELLER acknowledges that, in the event that capital stock of MANO representing at least 80% in interest of MANO is not exchanged for shares of PURCHASER Common Stock pursuant hereto, the Exchange will not qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

1.4 INVESTMENT INTENT - The PURCHASER SHARES have not been registered under the Securities Act of 1933, as amended (the "ACT"), and may not be resold unless the PURCHASER SHARES are registered under the ACT or an exemption from such registration is available. The SELLER represents and warrants that it is acquiring the PURCHASER SHARES for its own account, for investment, and not with a view to the sale or distribution of the PURCHASER SHARES. Each certificate representing the PURCHASER SHARES will have a legend thereon incorporating language as follows:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"). The shares have been acquired for investment and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the ACT unless in the opinion of counsel satisfactory to the Company, registration is not required under the ACT."

SECTION 2. REPRESENTATION AND WARRANTIES OF SELLER REGARDING MANO

SELLER hereby represents and warrants as follows:

2.1 ORGANIZATION AND GOOD STANDING - MANO is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. MANO does not have any subsidiaries.

2.2 OWNERSHIP OF MANO SHARES - The SELLER represents as to its ownership of MANO Shares, it is the owner of record and beneficially of all of the shares of capital stock of MANO listed on Exhibit A hereto, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this AGREEMENT. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating MANO to issue, sell or transfer any stock or other securities of MANO.

2.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS - MANO was organized on May 23, 1996, and has only nominal assets or liabilities.

2.4 NO MATERIAL ADVERSE CHANGES - Since the date of MANO's organization, there has not been:

(i) any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of MANO;


(ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of MANO, whether or not covered by insurance;

(iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of MANO's capital stock;

(iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by MANO of any properties or assets; or

(v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

2.5 COMPLIANCE WITH LAWS - MANO has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of MANO.

2.6 NO BREACH -The execution, delivery and performance of this AGREEMENT and the consummation of the transactions contemplated hereby will not:

(i) violate any provisions of the Charter or By-Laws of MANO;

(ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise given any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which MANO is a party or by or to which it or any of its assets or properties may be bound or subject;

(iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, MANO, or upon the properties or business of MANO; or

(iv) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of MANO.

2.7 ACTIONS AND PROCEEDINGS - There is not outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving MANO. There is no action, suit or claim or legal, administrative or arbitral proceeding or (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving MANO or any of its properties or assets.

2.8 BROKERS OR FINDERS - No broker's or finder's fee will be payable by MANO in connection with the transaction contemplated by this AGREEMENT, nor will any such fee be incurred as a result of any actions by MANO.


2.9 REAL ESTATE - MANO neither owns real property nor is a party to any leasehold agreement.

2.10 TANGIBLE ASSETS - MANO has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, owned or leased by MANO, any related capitalized items or other tangible property material to the business of MANO (the "Tangible Assets"). MANO holds all rights, title and interest in all the Tangible Assets owned by it free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances.

2.11 LIABILITIES - MANO does not have any material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, (all of the foregoing collectively defined to as "Liabilities"). As of the Closing Date, MANO will not have any Liabilities, other than Liabilities incurred in the ordinary course of business.

2.12 OPERATIONS OF MANO - At the Closing Date, MANO has not and will not have:

(i) incurred any indebtedness for borrowed money;

(ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

(iii) made any material loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other material loan or advance otherwise than in the ordinary course of business;

(iv) except in the ordinary course of business, incurred or assumed any material indebtedness or liability (whether or not currently due and payable); or

(v) disposed of any assets of MANO except in the ordinary course of business.

2.13 CAPITALIZATION - The authorized capital stock of MANO consists of 1,000,000 shares of common stock of which 100,000 shares are presently issued and outstanding. MANO has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of MANO.

2.14 FULL DISCLOSURE - No representation or warranty by MANO in this AGREEMENT or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to PURCHASER pursuant hereto or in connection with the negotiation, execution or performance of this AGREEMENT contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of MANO.


SECTION 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

PURCHASER hereby represents and warrants to SELLER as follows:

3.1 ORGANIZATION AND GOOD STANDING - PURCHASER is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased, or operated and such business is now conducted. The authorized capital stock of PURCHASER consists of 20,000,000 shares of Common Stock, of which 1,800,000 shares are presently issued and outstanding, and 2,000,000 Shares of Preferred Stock, NO shares of which are issued and outstanding. PURCHASER is duly licensed or qualified and in good standing as a foreign corporation where the character of the properties owned by PURCHASER or the nature of the business transacted by it make such license or qualification necessary.

3.2 THE PURCHASER SHARES -The PURCHASER SHARES to be issued to the SELLER have been or will have been duly authorized by all necessary corporate and shareholder actions and, when so issued in accordance with the terms of this AGREEMENT, will be validly issued, fully paid and non-assessable.

3.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS - The unaudited balance sheet of PURCHASER as of June 30, 1998, and statement of operations for the period then ended previously delivered were prepared in accordance with generally accepted accounting principles, except for the exclusion of footnotes, applied on a consistent basis with prior periods, and such financial statements fairly represent the financial position of PURCHASER as at such dates and the results of its operations for the periods then ended.

3.4 NO MATERIAL ADVERSE CHANGES - Since June 30, 1998, there has not been:

(i) any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of PURCHASER;

(ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of PURCHASER, whether or not covered by insurance;

(iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of PURCHASER's capital stock;

(iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by PURCHASER of any properties or assets; or

(v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.


3.5 COMPLIANCE WITH LAWS - PURCHASER has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to their businesses which, if not complied with, would materially and adversely affect the business of PURCHASER or the trading market for the shares of PURCHASER's Common Stock.

3.6 NO BREACH - The execution, delivery and performance of this AGREEMENT and the consummation of the transactions contemplated hereby will not:

(i) violate any provision of the Articles of Incorporation or By-Laws of PURCHASER;

(ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which PURCHASER is a party or by or to which it or any of its assets or properties may be bound or subject;

(iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, PURCHASER or upon the securities properties or business of PURCHASER; or

(iv) violate any statute, law or regulation or any jurisdiction applicable to the transactions contemplated herein.

3.7 ACTIONS AND PROCEEDINGS - There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving PURCHASER. There is no action, suit or claim or legal, administrative or arbitral proceeding or (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving PURCHASER or any of its properties or assets. Except as set forth on Schedule 3.7, there is no fact, event or circumstances that may give rise to any suit, action, claim, investigation or proceeding.

3.8 BROKERS OR FINDERS - No broker's or finder's fee will be payable by PURCHASER in connection with the transaction contemplated by this AGREEMENT, nor will any such fee be incurred as a result of any actions by PURCHASER.

3.9 LIABILITIES - PURCHASER does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any other governmental charge or lawsuit (all of the foregoing collectively defined to as "Liabilities"), which were not fully, fairly and adequately reflected on the June 30, 1998 Balance Sheet. As of the Closing Date, PURCHASER will not have any Liabilities, other than Liabilities fully and adequately reflected on the June 30, 1998 Sheet, except for Liabilities incurred in the ordinary course of business.


3.10 OTC BULLETIN BOARD REPORTING OBLIGATIONS - PURCHASER's shares of Common Stock are traded on the OTC Bulletin Board under the symbol "FSGI," PURCHASER is not subject to the periodic reporting responsibilities under the Securities Exchange Act of 1934, and has not registered its Common Stock under Section 12(g) of such ACT.

3.11 OPERATIONS OF PURCHASER - Except as set forth on Schedule 3.11, since June 30, 1998 and through the Closing Date hereof, PURCHASER has not and will not have:

(i) incurred any indebtedness for borrowed money;

(ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

(iii) made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;

(iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);

(v) disposed of any assets of PURCHASER except in the ordinary course of business; or

(vi) issued any equity securities or rights to acquire such equity securities except as contemplated by the Stock Purchase AGREEMENT.

3.12 AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS - PURCHASER has the full legal right and power and all authority and approval required to enter into, execute and deliver this AGREEMENT and to perform fully its obligations hereunder. This AGREEMENT has been duly executed and delivered and is the valid and binding obligation of PURCHASER, enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution and delivery of this AGREEMENT and the consummation of the transactions contemplated hereby and the performance by PURCHASER of this AGREEMENT, in accordance with its respective terms and conditions will not:

(i) require the approval or consent of any governmental or regulatory body, the shareholders of PURCHASER, or the approval or consent of any other person;

(ii) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with any notice or lapse of time or both would constitute) a default under, any order, judgment or decree applicable to PURCHASER, or any instrument, contract or other agreement to which PURCHASER is a party or by or to which PURCHASER is bound or subject; or

(iii) result in the creation of any lien or other encumbrance on the assets or properties of PURCHASER.


3.13 FULL DISCLOSURE - No representation or warranty by PURCHASER in this AGREEMENT or in any document or schedule to be delivered by it pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to MANO or the MANO Shareholders pursuant hereto or in connection with the execution or performance of this AGREEMENT contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of PURCHASER.

SECTION 4. COVENANTS

4.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS - Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation and verification of the assets, properties, business and operations, books, records and financial condition of the other, including communications with suppliers, vendors and customers, as they each may reasonably require. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this AGREEMENT. Consummation of this AGREEMENT shall be subject to the fulfillment of due diligence procedures to the reasonable satisfaction of each of the parties hereto and their respective counsel.

4.2 EXPENSES - Each party hereto agrees to pay its own costs and expenses incurred in negotiating this AGREEMENT and consummating the transactions described herein.

4.3 FURTHER ASSURANCES - The parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.

4.4 CONFIDENTIALITY - In the event the transactions contemplated by this AGREEMENT are not consummated, each of the parties hereto agree to keep confidential any information disclosed to each other in connection therewith for a period of two (2) years from the date hereof; provided, however, such obligation shall not apply to information which:

(i) at the time of disclosure was public knowledge;

(ii) after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or

(iii) the receiving party had within its possession at the time of disclosure.

4.5 STOCK CERTIFICATES AND CONSIDERATION - At the Closing, SELLER shall have delivered the certificates representing the MANO Shares duly endorsed (or with executed stock powers) so as to make PURCHASER the sole owner thereof. At such Closing, PURCHASER shall issue to Seller the PURCHASER SHARES as provided herein.


4.6 ADDITIONAL MANAGEMENT OF PURCHASER - Directors and officers designated by the SELLER shall be elected by PURCHASER. At the time of the Closing, PURCHASER shall enter into employment and consulting agreements with key employees and consultants as mutually agreed upon by the parties hereto.

4.7 RIGHT TO PURCHASE - On or within 90 days of the Closing, Jason Lents, the President of PURCHASER, shall have the right to acquire the audit division of PURCHASER for a purchase price of $1.00. In addition, any and all funds belonging to and/or debts owed on behalf of the wholly-owned subsidiary Financial Standards Group, Inc., shall remain with Financial Standards Group, Inc., including all leases, contracts, and encumbrances.

SECTION 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF PURCHASER

Notwithstanding any right of the SELLER to fully investigate the affairs of PURCHASER, the former shall have the right to rely fully upon the representations, warranties, covenants and agreements of PURCHASER contained in this AGREEMENT or in any document delivered by PURCHASER or any of its representatives, in connection with the transactions contemplated by this AGREEMENT. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing.

SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SELLER

Notwithstanding any right of PURCHASER TO fully investigate the affairs of MANO, PURCHASER has the right to rely fully upon the representations, warranties, covenants and agreements of SELLER contained in this AGREEMENT or in any document delivered to PURCHASER by the latter or any of their representatives in connection with the transactions contemplated by this AGREEMENT. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing.

SECTION 7. INDEMNIFICATION

7.1 OBLIGATION OF PURCHASER TO INDEMNIFY - Subject to the limitations on the survival of representations and warranties contained in Section 5, PURCHASER hereby agrees to forever indemnify, defend and hold harmless the SELLER from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "LOSS") based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of PURCHASER contained in this AGREEMENT or in any document or other writing delivered pursuant to this AGREEMENT or any verbal representation.


7.2 OBLIGATION OF MANO AND THE MANO SHAREHOLDERS TO INDEMNIFY - Subject to the limitations on the survival of representations and warranties contained in Section 6, MANO and the MANO Shareholders agree to indemnify, defend and hold harmless PURCHASER to the extent provided for herein, from and against any Loss, based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this AGREEMENT or in any document or other writing delivered pursuant to this AGREEMENT.

SECTION 8. THE CLOSING

The Closing shall take place simultaneously with the execution hereof. At the Closing, the parties shall provide each other with such documents as may be necessary or appropriate and customary in transactions of this sort in order to consummate the transactions contemplated hereby including evidence of due authorization of the AGREEMENT and the transactions contemplated hereby.

SECTION 9. MISCELLANEOUS

9.1 WAIVERS - The waiver of a breach of this AGREEMENT or the failure of any party hereto to exercise any right under this AGREEMENT shall in no event constitute waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further right under this AGREEMENT.

9.2 AMENDMENT - This AGREEMENT may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.

9.3 ASSIGNMENT - This AGREEMENT is not assignable except by operation of law.

9.4 NOTICES - Until otherwise specified in writing, the mailing addresses of both parties of this AGREEMENT shall be as follows:

SELLER:                            THE MARTIAL ARTS NETWORK, INC.
                                   1000 Universal Studios Plaza #22
                                   Orlando, FL  32819


PURCHASER:                         FSGI CORPORATION
                                   3200 North Military Trail, Suite 110
                                   Boca Raton, FL 33431


Any notice of statement given under this AGREEMENT shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at such other address which shall have been furnished in writing to the addressor.

9.5 GOVERNING LAW - This AGREEMENT shall be construed, and the legal relations be the parties determined, in accordance with the laws of the State of Florida, thereby precluding any choice of law rules which may direct the application of the laws of any other jurisdiction.

9.6 PUBLICITY - No publicity release or announcement concerning this AGREEMENT or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance thereof by the other party.

9.7 ENTIRE AGREEMENT - This AGREEMENT (including the Exhibits and Schedules hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the purchase and issuance of the MANO SHARES and the PURCHASER SHARES and related transactions, and supersede all prior agreements, written or oral, with respect thereto.

9.8 HEADINGS - The headings in this AGREEMENT are for reference purposes only and shall not in any way affect the meaning or interpretation of this AGREEMENT.

9.9 SEVERABILITY OF PROVISIONS - The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this AGREEMENT shall in no way affect the validity or enforcement of any other provision or any part thereof.

9.10 COUNTERPARTS - This AGREEMENT may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the date first above written.

FSGI CORPORATION

By: /S/ JASON LENTS
   -----------------------------
   Jason Lents, President

THE MARTIAL ARTS NETWORK, INC.

By: /S/ TONY INTERDONATO
   -----------------------------
   Tony Interdonato, President


EXHIBIT A

EXCHANGE WITH FSGI FOR THE MARTIAL ARTS NETWORK ONLINE, INC.

                                           Shares of                    Shares of
Name of                                    MANO to be                   PURCHASER to
SHAREHOLDER                                EXCHANGED                    BE RECEIVED
-----------                                ---------                    -----------

The Martial Arts Network, Inc.             100,000                      3,000,000 (+ options previously notated)


EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

FSGI CORPORATION

The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida.

ARTICLE I

CORPORATE NAME

The name of this Corporation shall be: FSGI CORPORATION.

ARTICLE II

PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing address of the Corporation is 3200 North Military Trail, Suite 300, Boca Raton, Florida 33431.

ARTICLE III

NATURE OF CORPORATE BUSINESS AND POWERS

The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida.

ARTICLE IV

CAPITAL STOCK

The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be 1,000 shares of common stock, $.0001 par value per share.

ARTICLE IV

TERM OF EXISTENCE

This Corporation shall have perpetual existence.


ARTICLE V

REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA

The Registered Agent and the street address of the initial Registered Office of this Corporation in the State of Florida shall be:

James M. Dorman 3200 North Military Trail, Suite 300 Boca Raton, Florida 33431

ARTICLE VI

BOARD OF DIRECTORS

This Corporation shall have two Directors initially.

ARTICLE VII

INITIAL DIRECTORS

The names and addresses of the initial Directors of this Corporation are:

Lori Carmichael
3200 North Military Trail, Suite 300
Boca Raton, Florida 33431

James M. Dorman
3200 North Military Trail, Suite 300
Boca Raton, Florida 33431

The persons named as initial Directors shall hold office for the first year of existence of this Corporation, or until their successors are elected or appointed and have qualified, whichever occurs first.

ARTICLE VIII

INCORPORATOR

The name of the person signing these Articles of Incorporation as the Incorporator is James M. Dorman, and his address is 3200 North Military Trail, Suite 300, Boca Raton, Florida 33431.

2

ARTICLE IX

INDEMNIFICATION

This Corporation shall indemnify to the fullest extent permitted by Florida Statute 607.0850, as may be amended from time to time, any director or officer of the Corporation who is a party or who is threatened to be made a party to any proceeding which is a threatened, pending or completed action or suit brought against said officer or director in his official capacity. This Corporation shall not indemnify any director or officer in any action or suit, threatened, pending or completed, brought by him against the Corporation, in the event the officer or director is not the prevailing party. Indemnification of any other persons, such as employees or agents of the Corporation, or serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be determined in the sole and absolute discretion of the Board of Directors of the Corporation. Pursuant to Florida Statute 607.0850(9), no court order indemnification shall, under any circumstances, be permitted.

ARTICLE X

AFFILIATED TRANSACTIONS

This Corporation expressly elects not to be governed by Florida Statute 607.0901, as amended from time to time, relating to affiliated transactions.

ARTICLE XI

CONTROL SHARE ACQUISITIONS

This Corporation expressly elects not to be governed by Florida Statute 607.0902, as amended from time to time, relating to control share acquisitions.
IN WITNESS WHEREOF, the undersigned Incorporator ahs executed the foregoing Articles of Incorporation on May 15, 1997.

/S/ JAMES M. DORMAN
-----------------------------
JAMES M. DORMAN, Incorporator

STATE OF FLORIDA           )
                           )  SS.
COUNTY OF PALM BEACH       )

The foregoing instrument was acknowledged before me on May 15, 1997, by James M. Dorman, as Incorporator. Mr. Dorman is personally known to me and did take an oath.

3

/S/ SYDNEY MONDA
-----------------------------
Notary Public
My Commission Expires:

SYDNEY MONDA

(SEAL)            Notary Public State of Florida
                  My Comm. Expires Apr. 22, 1998
                  No. CC 359676
                  Bonded Thru Official Notary Services

                                            SYDNEY MONDA
                                            Notary Public State of Florida
                                            My Comm. Expires Apr. 22, 1998
                                            No. CC 359676
                                            Bonded Thru Official Notary Services

                    CERTIFICATE DESIGNATING REGISTERED AGENT
                        AND OFFICE FOR SERVICE OF PROCESS
                        ---------------------------------

         FSGI CORPORATION, a Corporation existing under the laws of the State of

Florida with its principal office at 3200 North Military Trail, Suite 300, Boca Raton, Florida 33431, has named James M. Dorman, whose address is 3200 North Military Trail, Suite 300, Boca Raton, Florida 33431, as its agent to accept service of process within the State of Florida.

ACCEPTANCE:

Having been named to accept service of process for the above named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law.

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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FSGI CORPORATION

Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned President of FSGI Corporation, a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), does hereby certify:

That pursuant to Unanimous Written Consent of the Board of Directors of said Corporation dated December 21, 1998, the Board of Directors approved the amendment to the Corporation's Articles of Incorporation as follows:

ARTICLE I
NAME

The name of the Corporation shall be changed FROM FSGI Corporation TO TMAN Global.Com, Inc.

ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing address of the Corporation is 1000 Universal Studios Plaza #22, Orlando, FL 32819.

ARTICLE V
REGISTERED AGENT

The Registered Agent will be:

Ron Tramontano
1000 Universal Studios Plaza, #22
Orlando, FL 32819


ARTICLE VII
BOARD OF DIRECTORS

The new Board of Directors will be:

Tony Interdonato
1000 Universal Studios Plaza
Orlando, FL 32819

Ron Tramontano
1000 Universal Studios Plaza
Orlando, FL 32819

The foregoing amendment was adopted by the Board of Directors of the Corporation pursuant to Unanimous Written Consent pursuant to Section 607.0704 of the Florida Business Corporation Act, on December 21, 1998.

IN WITNESS WHEREOF, the undersigned, being the President of this Corporation, has executed these Articles of Amendment as of December 21, 1998.

FSGI CORPORATION

By:   /S/ RON TRAMONTANO
      ---------------------
      Ron Tramontano
      President


EXHIBIT 3.2

BY-LAWS

OF

FSGI CORPORATION

a Florida corporation


INDEX

PAGE

ARTICLE I
OFFICES

Section 1.01               Principal Office................................    1
                           ----------------

Section 1.02               Registered Office...............................    1
                           -----------------

Section 1.03               Other Offices...................................    1
                           -------------

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.01               Annual Meeting..................................    1
                           --------------

Section 2.02               Special Meetings................................    1
                           ----------------

Section 2.03               Place of Meetings...............................    1
                           -----------------

Section 2.04               Voting Lists....................................    1
                           ------------

Section 2.05               Closing of Transfer Books and
                           ------------------------------
                           Fixing Record Date..............................    2
                           ------------------

Section 2.06               Notice of Meetings..............................    3
                           ------------------

Section 2.07               Precondition to Delivery of Notice of
                           --------------------------------------
                           Special Meeting of Shareholders Called
                           --------------------------------------
                           by Shareholders.................................    3
                           ---------------

Section 2.08               Quorum..........................................    3
                           ------

Section 2.09               Adjournment.....................................    3
                           -----------

Section 2.10               Organization....................................    4
                           ------------

Section 2.11               Voting..........................................    4
                           ------

Section 2.12               Proxies.........................................    5
                           -------

Section 2.13               Action by Shareholders Without a Meeting........    5
                           ----------------------------------------


ARTICLE III
BOARD OF DIRECTORS

Section 3.01               Powers and Duties...............................    6
                           -----------------

Section 3.02               Qualification and Election......................    7
                           --------------------------

Section 3.03               Number and Term of Office.......................    8
                           -------------------------

Section 3.04               Organization....................................    8
                           ------------

Section 3.05               Place of Meetings...............................    8
                           -----------------

Section 3.06               Annual Meetings.................................    8
                           ---------------

Section 3.07               Regular Meetings................................    8
                           ----------------

Section 3.08               Special Meetings................................    8
                           ----------------

Section 3.09               Action by Written Consent Without
                           ---------------------------------
                            Meeting........................................    8
                            -------

Section 3.10               Conference Telephone Meetings...................    9
                           -----------------------------

Section 3.11               Quorum..........................................    9
                           ------

Section 3.12               Voting..........................................    9
                           ------

Section 3.13               Adjournment.....................................    9
                           -----------

Section 3.14               Compensation....................................    9
                           ------------

Section 3.15               Resignations....................................    9
                           ------------

Section 3.16               Vacancies.......................................    9
                           ---------

Section 3.17               Removal.........................................   10
                           -------

Section 3.18               Executive and Other Committees..................   10
                           ------------------------------

ARTICLE IV
NOTICE AND WAIVER OF NOTICE

Section 4.01               Notice..........................................   11
                           ------

Section 4.02               Waiver of Notice................................   11
                           ----------------

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ARTICLE V
OFFICERS

Section 5.01               Number and Qualifications.......................   12
                           -------------------------

Section 5.02               Election and Term of Office.....................   12
                           ---------------------------

Section 5.03               Subordinate Officers, Committees and Agents.....   12
                           -------------------------------------------

Section 5.04               The Chairman of the Board.......................   12
                           -------------------------

Section 5.05               The President...................................   12
                           -------------

Section 5.06               The Vice Presidents.............................   13
                           -------------------

Section 5.07               The Secretary...................................   13
                           -------------

Section 5.08               The Treasurer...................................   13
                           -------------

Section 5.09               Salaries and Compensation.......................   14
                           -------------------------

Section 5.10               Resignations....................................   14
                           ------------

Section 5.11               Removal.........................................   14
                           -------

Section 5.12               Vacancies.......................................   14
                           ---------

ARTICLE VI
CERTIFICATES OF STOCK, TRANSFER

Section 6.01               Share Certificate, Issuance.....................   14
                           ---------------------------

Section 6.02               Transfer........................................   15
                           --------

Section 6.03               Registered Shareholders.........................   15
                           -----------------------

Section 6.04               Lost, Destroyed or Mutilated
                           ----------------------------
                            Certificates...................................   15
                            ------------

ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND AGENTS

Section 7.01 Directors, Officers, Employees and Agents....... 16

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Section 7.02               Expenses........................................   17
                           --------

Section 7.03               Determination of Standard of Conduct............   17
                           ------------------------------------

Section 7.04               Independent Legal Counsel.......................   17
                           -------------------------

Section 7.05               Advance Expenses................................   17
                           ----------------

Section 7.06               Benefit.........................................   17
                           -------

Section 7.07               Insurance.......................................   18
                           ---------

Section 7.08               No Rights of Subrogation........................   18
                           ------------------------

Section 7.09               Indemnification for Past Directors..............   18
                           ----------------------------------

Section 7.10               Affiliates......................................   18
                           ----------

Section 7.11               Reliance and Non-exclusivity....................   18
                           ----------------------------

Section 7.12               Miscellaneous...................................   19
                           -------------

Section 7.13               Application of Florida Law......................   19
                           --------------------------

ARTICLE VIII
MISCELLANEOUS

Section 8.01               Corporate Seal..................................   19
                           --------------

Section 8.02               Checks..........................................   19
                           ------

Section 8.03               Dividends.......................................   19
                           ---------

Section 8.04               Deposits........................................   19
                           --------

Section 8.05               Fiscal Year.....................................   19
                           -----------

Section 8.06               Reports.........................................   19
                           -------

Section 8.07               Corporate Records...............................   20
                           -----------------

Section 8.08               Amendment of Bylaws.............................   21
                           -------------------

Section 8.09               Severability....................................   21
                           ------------

Section 8.10               Contracts or Transactions With Interested
                           -----------------------------------------
                           Directors or Officers...........................   21
                           ---------------------

iv

ARTICLE I

OFFICES

Section 1.01 PRINCIPAL OFFICE. The principal office of the corporation in the State of Florida shall be established at such places as the board of directors shall from time to time determine.

Section 1.02 REGISTERED OFFICE. The registered office of the corporation in the State of Florida shall be at the office of its registered agent as stated in the articles of incorporation or as the board of directors shall from time to time determine.

Section 1.03 OTHER OFFICES. The corporation may have additional offices at such other places, either within or without the State of Florida, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01. ANNUAL MEETING. The annual meeting of shareholders shall be held on such business day as determined by the board of directors. The shareholders entitled to vote at such meeting shall elect the directors and shall transact such other business as may properly be brought before the meeting.

Section 2.02. SPECIAL MEETINGS. Special meetings of the shareholders of the corporation may be called, for any purpose or purposes permitted by law, by the board of directors on its own initiative and shall be called by the board of directors upon written request by the chairman of the board, president of the corporation, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting which request shall be delivered to the secretary and shall state the purpose of such meeting. Notice of such meeting shall be given by the secretary as provided herein.

Section 2.03. PLACE OF MEETINGS. All meetings of the shareholders of the corporation shall be held at such place within or without the State of Florida as shall be designated from time to time by the board of directors and stated in the notice of such meeting or in a duly executed waiver of notice thereof.


Section 2.04. VOTING LISTS. The officer or agent of the corporation having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting and any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each shareholder, which list shall be kept on file at the registered office of the corporation or its principal place of business or at the office of its registrar or transfer agent for a period of at least ten days prior to the meeting, and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be PRIMA FACIE evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote, in person or by proxy, at any meeting of the shareholders. This section shall not apply if, during the entire period sixty days prior to such meeting, the corporation has less than six shareholders.

Section 2.05. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. In order that the corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or vote at, a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

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If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which the secretary mails the notice of the meeting or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board of directors fixes a new record date under this section for the adjourned meeting.

Section 2.06. NOTICE OF MEETINGS. Written notice stating the place, day and hour of every meeting of the shareholders shall be given by the secretary to each shareholder entitled to vote at such meeting, either personally or by first class mail, at least ten days, but not more than sixty days, prior to the day named for the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States first-class mail postage prepaid, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation.

Section 2.07. PRECONDITION TO DELIVERY OF NOTICE OF SPECIAL MEETING OF SHAREHOLDERS CALLED BY SHAREHOLDERS. The secretary shall inform shareholders who have delivered a written request for a special meeting and otherwise complied with section 2.02 of the reasonably estimated costs of preparing and mailing a notice of the meeting, and, on payment of these costs to the corporation, the Secretary shall deliver notice of such meeting to each shareholder entitled thereto.

Section 2.08. QUORUM. The presence, in person or by proxy, of shareholders entitled to cast a majority of the votes which all shareholders are entitled to cast shall constitute a quorum for such meeting. Treasury shares, shares of this corporation's stock which are owned by another corporation the

3

majority of the voting stock of which is owned by this corporation, and shares of this corporation's stock held by another corporation in a fiduciary capacity for the benefit of this corporation shall not be counted in determining the total number of outstanding shares for voting purposes at any given time. After a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. When a specified item of business is required to be voted on by any class or series of stock, a majority of the shares of such class or series shall constitute a quorum for transaction of such item of business by that class or series.

Section 2.09. ADJOURNMENT. When a meeting which is properly called and at which a quorum is present is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date or place of the meeting. If, however, after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at such meeting.

Section 2.10. ORGANIZATION. At every meeting of the shareholders, the chairman of the board, if there be one, or in the case of vacancy in office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and then seniority, or a chairman chosen by the shareholders entitled to cast a majority of the votes which all shareholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in his absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, a person appointed by the chairman, shall serve as secretary.

4

Section 2.11. VOTING. If a quorum is present at any meeting, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the question is one for which, by express provision of the law or of the articles of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Except as may be otherwise provided in the articles of incorporation, every shareholder of record shall have the right, at every shareholders' meeting, to one vote for every share, and to a fraction of a vote equal to every fractional share, the stock of the corporation standing in his name on the books of the corporation. A shareholder may vote either in person or by proxy.

Treasury shares, shares of this corporation's stock which are owned by another corporation the majority of the voting stock of which is owned by this corporation, and the shares of this corporation's stock held by another corporation in a fiduciary capacity for the benefit of this corporation shall not be voted, directly or indirectly, at any meeting of shareholders.

At each election for directors, every shareholder entitled to vote shall have the right to vote the number of shares owned by him, for as many persons as there are directors to be elected at that time and for whose election he has a right to vote or, if cumulative voting is authorized by the articles of incorporation, to accumulate his votes by giving one candidate a number of votes equal to the number of directors to be elected at that time multiplied by the number of his votes or distribute such number of votes among any number of candidates.

Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the board of directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation, by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

5

Shares held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into the name of such person.

Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the name of such trustee. Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver, may be voted by such receiver without the transfer thereof into the name of the receiver, if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or the nominee of the pledgee shall be entitled to vote the shares so transferred.

Section 2.12. PROXIES. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy in accordance with applicable laws.

Section 2.13. ACTION BY SHAREHOLDERS WITHOUT MEETING. Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of such class and of the total shares entitled to vote.

6

Within ten days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters' rights are provided by Florida General Corporation Act. The notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with provisions regarding the rights of dissenting shareholders.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01. POWERS AND DUTIES. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, a board of directors, except as may be otherwise provided in the Florida General Corporation Act or the articles of incorporation. If any such provision is made in the articles of incorporation, the powers and duties conferred or imposed upon the board of directors by the Florida General Corporation Act shall be exercised or performed to such extent and by such person or persons as shall be provided in the articles of incorporation.

A director shall perform his duties as a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with such care as an ordinary prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

7

(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(2) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence, or

(3) a committee of the board upon which the director does not serve, duly designated in accordance with provisions of the articles of incorporation or these bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described in the preceding subsection to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the director votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 3.02. QUALIFICATION AND ELECTION. Unless otherwise provided in the articles of incorporation, directors need not be residents of Florida or shareholders in the corporation. Except in the case of vacancies, directors shall be elected by the shareholders. Upon the demand of any shareholder or his proxy at any meeting of shareholders for the election of directors, the chairman of the meeting shall call for and shall afford a reasonable opportunity for the making of nominations for the office of director. Any shareholder or his proxy may nominate as many persons for the office of director as there are positions to be filled by providing the secretary with a written acceptance of nomination as director executed by such nominee. If nominations for the office of director have been called for as herein provided, only candidates who have been nominated in accordance therewith shall be eligible for election. If the board of

8

directors is classified with respect to the power to elect directors or with respect to the terms of directors and if, due to a vacancy or vacancies, or otherwise, directors of more than one class are to be elected, each class of directors to be elected at the meeting shall be nominated and elected separately. The candidates receiving the greatest number of votes, up to the number of directors to be elected, shall be elected directors.

Section 3.03. NUMBER AND TERM OF OFFICE. The board of directors shall consist of no less than one nor more than seven directors. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. Each director shall serve until the next annual meeting of the shareholder and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 3.04. ORGANIZATION. At every meeting of the board of directors, the chairman of the board, if there be one, or in the absence of the chairman of the board, the president of the corporation or a chairman chosen by a majority of the directors present, shall preside, and the secretary or any person appointed by the chairman of the meeting, shall act as secretary.

Section 3.05. PLACE OF MEETINGS. Meetings of the board of directors of the corporation, regular or special, may be held either within or without the State of Florida.

Section 3.06. ANNUAL MEETINGS. The board of directors shall hold an annual meeting each year immediately following the annual meeting of the shareholders at the place where such meeting of the shareholders was held for the purpose of election of officers and consideration of any other business that may be properly brought before the meeting. Notice of such annual meetings need not be given to either old or new members of the board of directors.

Section 3.07. REGULAR MEETINGS. The board of directors shall hold regular meetings on the third Tuesday of each month, if other than a holiday and if a holiday then the next business day, unless the board of directors decides otherwise, to conduct such business as the board determines appropriate. Notice of such regular meetings need not be given to any member of the board of directors.

9

Section 3.08. SPECIAL MEETINGS. Special meetings of the board of directors may be called by any two directors, the chairman of the board or the president on two days' prior written notice.

Section 3.09. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action of the board of directors or of any committee thereof, which is required or permitted to be taken at a regular or special meeting, may be taken without a meeting if consent in writing, setting forth the action so to be taken, signed by all of the members of the board of directors or of the committee, as the case may be, is filed in the minutes of the proceedings of the board of directors or committee.

Section 3.10. CONFERENCE TELEPHONE MEETINGS. One or more members of the board of directors may participate in meetings of the board or a committee of the board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.11. QUORUM. A majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors which authorizes, approves or ratifies such contract or transaction.

Section 3.12. VOTING. Except as otherwise specified in the articles of incorporation or these bylaws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors.

Section 3.13. ADJOURNMENT. A majority of the directors present, regardless of whether or not a quorum exists, may adjourn any meeting of the board of directors, to another time and place and no notice of any adjourned meeting need be given, other than by announcement at the meeting.

10

Section 3.14. COMPENSATION. The board of directors shall have the authority to fix the compensation of directors for their attendance at meetings of the board of directors or committees thereof, and such compensation may include expenses, if any, associated with attendance at such meetings.

Section 3.15. RESIGNATIONS. Any director of the corporation may resign at any time by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.16. VACANCIES. Any vacancy occurring in the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 3.17. REMOVAL. At any special meeting of shareholders called for the purpose of removing or electing directors, directors may be removed from office, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote. In case the board of directors or any such class of the board of directors, or any one or more directors be so removed, new directors may be elected at the same meeting. If the corporation has cumulative voting and if less than the entire board is to removed, no individual director may be removed if the votes cast against the resolution for his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board or a class of which he is part.

Section 3.18. EXECUTIVE AND OTHER COMMITTEES. The board of directors, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and one or more other committees, each committee to consist of two or more directors. The board may designate as alternate members of any committee, one or more directors who may replace any absent or disqualified member at any meeting of the committee.

The executive committee or other committee shall have and exercise all of the authority of the board to the extent provided in the resolution designating the committee, except that no such committee of the board shall have the authority of the board to:

11

(1) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders;

(2) designate candidates for office of director, for purposes of proxy solicitation or otherwise;

(3) fill vacancies on the board of directors or any committee thereof;

(4) amend these bylaws;

(5) authorize or approve the re-acquisition of shares unless pursuant to a general formula or method specified by the board of directors; or

(6) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, unless pursuant to a general formula or method specified by the board of directors, within specifications authorized by law.

12

A majority of the directors in office designated to a committee, or directors designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the directors in office designated to a committee or their replacements shall be the acts of the committee.

Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the board of directors.

Sections 3.05, 3.06, 3.07, 3.08, 3.09 and 3.11 shall be applicable to committees of the board of directors.

ARTICLE IV

NOTICE AND WAIVER OF NOTICE

Section 4.01. NOTICE. Whenever written notice is required to be given to any person under the provisions of the articles of incorporation, these bylaws, or the Florida General Corporation Act, it shall be deemed given upon personal delivery or upon deposit in the United States first-class mail, postage prepaid or delivery to a telegraph or cable office for transmission upon telegram or cablegram, charges prepaid, to the address of such person appearing on the books of the corporation, or supplied by such person to the corporation for the purpose of notice.

A notice of a meeting shall specify the place, day and hour of the meeting. Notices to shareholders shall be given as provided in Section 2.06 hereof. Notices to directors shall be given as provided in Section 3.07 hereof.

Section 4.02. WAIVER OF NOTICE. Whenever any notice is required to be given under the Florida General Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of the shareholders, neither the business to be transacted at, nor the purpose of, the meeting need be specified in the waiver of notice of such meeting.

13

Attendance of a person, either in person or by proxy, at any meeting, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE V

OFFICERS

Section 5.01. NUMBER AND QUALIFICATION. The officers of the corporation shall consist of a president, a secretary, a treasurer, and such other officers and agents as may be deemed necessary by the board of directors. All officers and agents of the corporation shall be elected by the board of directors in accordance with the provisions of this Article. One person may hold more than one office. Officers may but need not be directors or shareholders of the corporation. The board of directors may elect from among the members of the board a chairman of the board who, if elected, shall be an officer of the corporation. Failure to elect such officers shall not affect the existence of the corporation.

Section 5.02. ELECTION AND TERM OF OFFICE. Except such officers as may be elected pursuant to Section 5.03 or 5.12 of this Article, the officers of the corporation shall be elected annually by the board of directors to hold office until the next annual organizational meeting of directors and until a successor shall have been duly elected and qualified, or until his death, resignation or removal.

Section 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The board of directors may from time to time elect such officers and appoint such committees, employees or other agents as the board deems the business of the corporation may require, to hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the board of directors may delegate.

Section 5.04. THE CHAIRMAN OF THE BOARD. The chairman of the board, if elected, shall be the chief executive officer of the corporation and have general powers of supervision, direction and control over the business and operations of the corporation, subject to the authority of the board of directors. The chairman of the board shall preside at all meetings of the shareholders and of the board of directors, and shall perform such other duties as may from time to time be requested of him by the board of directors.

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Section 5.05. THE PRESIDENT. The president shall be the chief operating officer of the corporation and shall have general supervision, direction and control over the business and operations of the corporation, subject however, to the authority of the chairman of the board and the board of directors. If the board of directors fails to elect a chairman f the board, then the president shall also be the chief executive officer of the corporation. He shall sign, execute, and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or by these bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of president and such other duties as from time to time may be assigned to him by the chairman of the board and board of directors.

Section 5.06. THE VICE PRESIDENTS. The vice presidents shall perform duties as may from time to time be assigned to them by the board of directors, the chairman of the board or the president.

Section 5.07. THE SECRETARY. The secretary shall attend all meetings of the board of directors and committees thereof and shall record the time and place of holding of such meeting, whether regular or special, and if special, how authorized, the notice given, the names of those present at directors' meetings or the number of shares present or represented at shareholders' meetings in books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him by the board of directors, the chairman of the board or the president.

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Section 5.08. THE TREASURER. The treasurer shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate book account of the same to his credit as treasurer; shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including, but not limited to, accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital-surplus and shares; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; shall, whenever so required by the board of directors, render an accounting showing his transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him by the board of directors, the chairman of the board or the president. The books of account shall be open at all reasonable times to inspection by any director.

Section 5.09. SALARIES AND COMPENSATION. The salaries, if any, of the officers elected by the board of directors shall be fixed from time to time by the board of directors or by such officer as may be designated by resolution of the board. The salaries or other compensation of any officers, employees and agents elected, appointed or retained by an officer or committee which the board of directors has delegated such a power shall be fixed from time to time by such officer or committee. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the corporation.

Section 5.10. RESIGNATIONS. Any officer or agent may resign at any time by giving written notice of resignation to the board of directors or to the president or the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.11. REMOVAL. Any officer, committee member, employee or agent of the corporation may be removed, either for or without cause, by the board of directors or other authority which elected or appointed such officer, committee member or other agent.

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Section 5.12. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the board of directors or by the officer or committee to which the power to fill such office has been delegated, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of such term.

ARTICLE VI

CERTIFICATES OF STOCK, TRANSFER

Section 6.01. SHARE CERTIFICATES, ISSUANCES. Every shareholder shall be entitled to have a certificate representing all shares to which he is entitled; and such certificate shall be signed by the chairman of the board, if any, or by the president or a vice president and by the secretary or any assistant secretary of the corporation and may be sealed with the corporate seal or a facsimile thereof. The signature of the chairman of the board, president or vice president and the secretary or assistant secretary or any corporate officer may be a facsimile if the certificate is manually signed on behalf of a transfer asset or a registrar other than the corporation itself or an employee of the corporation. In the event any officer who has signed, or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issues. Certificates representing shares of the corporation shall be in such form as provided by statute and approved by the board of directors. The share record books and the blank share certificate books shall be kept by the secretary or by any agency designated by the board of directors for that purpose. Every certificate exchanged or returned to the corporation shall be marked "CANCELLED", with the date of cancellation.

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Section 6.02. TRANSFER. Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing.

Section 6.03. REGISTERED SHAREHOLDERS. The corporation shall be entitled to (1) recognize a person registered on its books in whose name any shares of the corporation are registered as the absolute owner thereof with the exclusive rights to receive dividends, and to vote such shares as owner, and (2) to hold such person liable for calls, to the extent permitted by law. Except as otherwise provided by law, the corporation shall not be bound to recognize any equitable or other claim regardless of whether the corporation shall have express or other notice thereof.

Section 6.04. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any shares of the corporation shall immediately notify the corporation of any loss, destruction or mutilation of the certificates therefor, and the board of directors may, in its discretion, cause new certificates to be issued to him, upon satisfactory proof of such loss, destruction, or mutilation and, if the board of directors shall so determine, the deposit of a bond in such form and in such sum, and with such surety or sureties, as it may direct.

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ARTICLE VII

Indemnification of Directors,
OFFICERS, EMPLOYEES AND AGENTS

Section 7.01. DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The corporation shall indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith in a manner he reasonably believed to be in, or not opposed to the best interests of the corporation, and with respect to any criminal action or proceedings, had no reasonable cause to believe that his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not create, of itself, a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in, or not opposed to, the best interest of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The corporation shall indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the

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corporation unless, and only to the extent that, the court in which such action or suit was brought or any other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 7.02. EXPENSES. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to above, or in any defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Section 7.03. DETERMINATION OF STANDARD OF CONDUCT. Any indemnification hereunder, unless pursuant to a determination by a court, shall be made by the corporation as authorized upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth above. Such determination shall be made either (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, (2) by the shareholders who were not parties to such proceedings, or
(3) by independent legal counsel in a written opinion.

Section 7.04. INDEPENDENT LEGAL COUNSEL. Independent legal counsel may be appointed by the board of directors, even if a quorum consisting of directors who were not parties to a third party proceeding or derivative action is not available or by a person designated by the board of directors. Independent legal counsel shall not include any employee of the corporation or any person who has or who is a member of employee of any firm which has rendered services to the corporation during the preceding three years. If independent legal counsel shall determine in a written opinion that indemnification is proper under this Article, indemnification shall be made without further action of the board of directors, except that no such determination shall be made by independent legal counsel for any indemnification respecting circumstances involving gross negligence or willful misconduct.

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Section 7.05. ADVANCE EXPENSES. Expenses, including attorney's fees incurred in defending any action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided above or upon receipt of any undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized herein.

Section 7.06. BENEFIT. The indemnification provided by this Article shall be in addition to the indemnification rights provided pursuant to Section 607 of the Florida Statutes, as amended, and shall not be deemed exclusive of any other rights to which such person seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the corporation and shall insure to the benefit of the heirs, executors and administrators of such a person.

Section 7.07. INSURANCE. The corporation shall be empowered to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions contained herein.

Section 7.08. NO RIGHTS OF SUBROGATION. Indemnification herein shall be a person right and, the corporation shall have no liability under this Article VII to any insurer or any person, corporation, partnership, association, trust or other entity (other than the heirs, executors or administrators of such person) by reason of subrogation, assignment or succession by any other means to the claim of any person to indemnification hereunder.

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Section 7.09. INDEMNIFICATION FOR PAST DIRECTORS. Indemnification as provided in this section shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7.10. AFFILIATES. For the purposes of this Article, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation in the same capacity.

Section 7.11. RELIANCE AND NON-EXCLUSIVITY. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this Article.

Section 7.12. MISCELLANEOUS. The corporation shall have the power to make any other or further indemnification, except an indemnification against gross negligence or willful misconduct, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.13. APPLICATION OF FLORIDA LAW. Whenever any provision of these Bylaws is inconsistent with any provision of Florida Statutes, Section 607, as they may be amended, then in such instance Florida law shall prevail.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. CORPORATE SEAL. The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the board of directors.

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Section 8.02. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may designate from time to time.

Section 8.03. DIVIDENDS. The board of directors, at any regular or special meeting thereof, subject to any restrictions contained in the articles of incorporation, may declare and pay dividends upon the shares of the corporation's stock in cash, property or the corporation's shares in accordance with the Florida General Corporation Act.

Section 8.04. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such financial institutions or other depositaries as the board of directors may approve or designate.

Section 8.05. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the board of directors.

Section 8.06. REPORTS. The board of directors may present a report of the financial condition of the corporation as of the closing date of the preceding fiscal year at the annual meeting of shareholders. Such report shall be in such form as shall be approved by the board of directors and shall be available for the inspection of shareholders at the annual meeting. The board of directors may, but shall not be required to, have such report prepared and verified by an independent certified public accountant or by a firm of practicing accountants.

Section 8.07. CORPORATE RECORDS. There shall be kept at the registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the meetings of the shareholders and of the meetings of directors, and the original or a copy of the bylaws including all amendments or alterations thereto to date, certified by the secretary of the corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business of the corporation, or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and class of shares held by each. The corporation shall also keep appropriate, complete and accurate books or records of account, which may be kept at its registered office or at its principal place of business.

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Any person who shall have been a holder of record of one-quarter of one percent of shares or voting trust certificates therefor at least six months immediately preceding demand, or shall be the holder of record of, or the holder of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a shareholder. In every instance where any attorney or other agent shall be the person who seeks the right to inspection, the demand shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand shall be directed to the corporation at its registered office of Florida or at its principal place of business. Where the shareholder seeks to inspect the books and records of the corporation, other than its share register or list of stockholders, he shall first establish (1) that he has complied with the provisions of this section respecting the form and manner of making demand for inspection of such document; and (2) that the inspection he seeks is for a proper purpose. Where the shareholder seeks to inspect the share register or list of shareholders of the corporation and he has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection he seeks is for an improper purpose.

Section 8.08. AMENDMENT OF BYLAWS. The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation. Bylaws adopted by the board of directors or by the shareholders may be repealed or changed, new bylaws may be adopted by the shareholders, and the shareholders may prescribe in any bylaw made by them that such bylaw shall not be altered, amended or repealed by the board of directors.

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Section 8.09. SEVERABILITY. The provisions of these bylaws shall be separable each from any and all other provisions of these bylaws, and if any such provision shall be adjudged to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, or the powers granted to this corporation by the articles of incorporation or bylaws.

Section 8.10. CONTRACTS OR TRANSACTIONS WITH INTERESTED DIRECTORS OR OFFICERS. No contract or transaction between the corporation and one or more of its directors or officers, or any other corporation, firm, association, or entity in which one or more of its directors or officers are directors or officers or have a financial interest, shall be either void or voidable because of such relationship or because such directors or officers are present at or participate in the meeting of the board or committee thereof which authorizes approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if:

(1) the fact of such relationship or interest disclosed or known to the board of directors or committee thereof, and the board in good faith authorizes, approves and ratifies the contract or transactions by a vote sufficient for such purpose without counting the votes or consents of the interested director or directors; or

(2) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote thereon, and the contract or transaction is specifically authorized, approved and ratified in good faith by vote or written consent of the shareholders; or

(3) the contract or transactions is fair and reasonable as to the corporation at the time it is authorized, approved or ratified, by the board of directors, a committee or the shareholders.

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PAR VALUE $.0001

NUMBER SHARES
+----------+ +----------+ | | | **2,000**|
+----------+ +----------+

TMANglobal.com, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

COMMON STOCK CUSIP 87257V 10 8

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

Is the owner of ***TWO THOUSAND***

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK of TMANglobal.com, Inc., transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Date April 1, 1999 [TMANglobal.com, Inc. corporate seal here]

/s/ Ron Tramontano                                         /s/ Tony Interdonato
    President                                            Chief Executive Officer


Countersigned /s/
Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Road
Tamarac, FL  33321    Transfer agent


EXHIBIT 10.1
CONSULTING AGREEMENT

THIS AGREEMENT is made this 9th day of March 1999, between K. M. Ward Inc., a California corporation (hereinafter "WARD"), and TMANGLOBAL.COM, Inc., a Florida corporation (hereinafter "TMAN").

RECITALS

A. TMAN wishes to retain WARD to provide advisory/business development services.

B. WARD is willing to provide such services as are more fully described herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows:

1. FURNISHING OF INFORMATION BY TMAN: TMAN shall furnish to WARD information such as copies of disclosure and filing materials, financial statements, business plans, promotional information and background of TMAN's officers and directors ("Information Package"). TMAN shall update the Information Package on a continuous basis. TMAN understands that the sole purpose for providing WARD with the Information Packages is for utilization in a management advisory service capacity. WARD is not obligated to assess the financial viability of TMAN. WARD can only rely on, and assume the accuracy of the Information Package provided.

2. REPRESENTATIONS AND WARRANTIES OF TMAN: TMAN represents that all information included in the Information Package furnished to WARD shall disclose all material facts in order for WARD to perform appropriate due diligence and shall not omit any facts necessary to make statements on behalf of TMAN. The parties warrant to each other that they each have full power and authority to execute this Agreement for and on behalf of themselves and/or their respective companies.

3. COVENANTS OF TMAN: TMAN covenants and warrants that any information submitted shall be truthful, accurate, in compliance with all copyright and all other applicable laws and regulations and will not be submitted in connection with any improper or illegal acts or deeds.

4. DUTIES: Based on the Information Package, WARD will perform the services and for a period of time more fully described in Exhibit "A" pursuant to the terms hereof, which services shall include WARD performing management advisory services on behalf of TMAN in introducing it to multiple business opportunities.

5. RELATIONSHIP OF THE PARTIES: WARD and TMAN shall each appoint a designated representative. Said designated representative shall be the contact person for all matters relating to this service Agreement.

6. COMPENSATION: As remuneration for services performed pursuant to this Agreement, a 25,000 shares of free-trading common stock of TMAN will be issued to WARD, as well as an additional 25,000 restricted shares of TMAN common stock, according to the terms outlined in Exhibit A.

a. It is understood and agreed by the Parties that the above compensation should be handled in a timely manner upon execution of this Agreement. The stock certificates will be shipped to WARD within thirty (30) days from both parties signing this Agreement.

b. The restricted shares acquired under this Agreement shall be registered no later than the anniversary date of the Agreement, or by way of a Piggyback Registration, whichever is earlier. These restricted common shares fall under the registration requirements pursuant to Rule 144 of the Securities Act.

c. This represents the entire Agreement between WARD and TMAN with regards to compensation. No cash compensation shall be made to WARD by TMAN for any expenses incurred by WARD on behalf of TMAN, pursuant to this Agreement.


7. ASSUMPTION OF LIABILITY AND INDEMNIFICATION: TMAN assumes and claims all responsibility and liability for the content of all information disseminated on behalf of TMAN which has been approved by TMAN. TMAN shall indemnify and hold WARD harmless from and against all demands, claims or liability arising for any reason due to the context of information disseminated on behalf of TMAN. This indemnity shall include any costs incurred by WARD including, but not limited to, legal fees and expenses incurred both in administrative proceedings, at trial and appellate levels, in settlement of claims and payment of any judgement against WARD. WARD will also be held responsible for any material omissions or inaccuracies caused by any of their employees or agents with regard to TMAN, and WARD will indemnify TMAN for any actions brought against TMAN resulting from such omissions or inaccuracies which were directly or indirectly caused by WARD relevant to this Agreement.

8. FORCE MAJEURE: If WARD's performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by causes beyond its reasonable control including, but not limited to, acts of God, fire explosion, vandalism, cable out, storm, or other similar occurrence, any law, order, regulation, direction, action or request of the United States (or any governments) or state or local governments or of any one or more said governments, or of any civil or military authority or by national emergency, insurrection, war strike, lookout or work stoppage or other labor difficulties, supplier failure shortage, breach or delay, then WARD shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. WARD shall use reasonable efforts under the circumstances to avoid or remove such causes or nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed.

9. TERMINATION FOR CAUSE: Both parties further agree that either party may terminate this Agreement without recourse if one of the parties is found to be in violation of rules promulgated by any United States regulatory agency or of any state regulatory agency. TMAN also has the same recourse if WARD fails to use the information provided and approved by TMAN. Illegal activity shall include but not be linked to: the release of false press releases or the payment of any securities or money to brokers. In the event of such action, WARD will be entitled to retain only a pro-ration of any compensation paid.

10. ASSIGNMENT AND DELEGATION: Neither party may assign any rights or delegate any duties hereunder without the other party's express prior written consent. This Agreement shall benefit solely the named parties and no other person shall claim, directly or indirectly benefit hereunder, express or implied, as a third party beneficiary or otherwise. Wherever in this Agreement a party is named or referred to, the successors (including heirs and personal representative of individual parties) and permitted assigns of such party shall be deemed to be included, and all agreements, promises, covenants and stipulations in this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns.

11. NON-CIRCUMVENTION: TMAN further agrees:

(a) That any information leading to the identification of buyer, seller, agent, associate, contact, investor, lender, parallel company or corporation or their representative, or any entity that has or is about to supply or purchase, or act as agent, or contact in any business opportunity sales or purchase, either directly, or indirectly through either party, shall be considered the permanent account or trade secret of the introducing Party, and the disclosing Party shall be notified of and included in any future sales, dealings, or commission agreements with the identified person, firm, corporation or business opportunity or trade secret, by separate agreement added to and made a part of this agreement.

(b) It is agreed that the introduction of prospective business opportunities will be documented by letter, telex, fax or other written instrument and the notified Party shall have ten (10) business days from the date thereof to advise the disclosing Party in writing, addressed to the disclosing Party's address below, whether or not the other party is already conducting negotiations with said person, firm, corporation or business opportunity or trade secret.


(c) Both Parties agree not to circumvent the other in any dealings one may have with the other, and agree to protect the confidentiality of the information disclosed by the other in all present and future dealings. No disclosure of the identity of a party introduced by one party to the other shall be made, unless it is expressly authorized in writing by the introducing Party.

(d) This Section (11) will survive the expiration of this Agreement for a period of one (1) year from the date of its signing.

12. ENTIRE AGREEMENT: This writing contains the entire agreement of the parties with respect to the subject matter hereof, superseding all prior agreements, understandings, representations and warranties. No representations were made or relied upon by either party, other than those expressly set forth. Furthermore, TMAN understands that WARD makes no guarantees, assurances or representations in regard to the results of its management advisory services. No agent, employee or other representative of either party is empowered to alter any of the above terms, unless done in writing and signed by an executive officer of the respective parties.

13. SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable or void, the remainder of the Agreement shall not be affected thereby and shall continue in full force and effect.

14. CONTROLLING LAW AND VENUE: This Agreement's validity, interpretation and performance shall be controlled by and construed under the laws of the State of Florida. The proper venue and jurisdiction shall be the Circuit Court in Orange County, Florida.

15. PREVAILING PARTY: In the event of the institution of any legal proceedings or litigation, at the trial level or appellate level, with regard to this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party all costs, reasonable attorney's fees and expenses.

16. FAILURE TO OBJECT NOT A WAIVER: The failure of either party to this Agreement to object to, or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct.

17. NOTICES: All notices or other documents under this Agreement shall be in writing and delivered personally or mailed by certified mail, postage prepaid, addressed to the appropriate representative as follows:

WARD:               K.M. Ward, Inc.
                    133 F Avenue
                    Coronado, CA 92118
                    Attn:  Kevin Ward, President

TMAN:               TMANGLOBAL.COM
                    1000 Universal Studios Plaza #22
                    Orlando, FL 32819
                    Attn:  Tony Interdonato, CEO

18. HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

19. TIME: For all intents and purposes, time is of the essence with this matter. Transmission of faxed signatures are acceptable with hard copy to follow. Once signed by WARD and faxed back to TMAN will deem this Agreement to be in full force and effect.


EXHIBIT "A"

SPECIFIC WARD SERVICES TO TMAN

DUTIES:

During the term of this Agreement, WARD shall consult with TMAN concerning corporate/business development; those services to include, but not be limited to:

1. The dissemination of information regarding the business of TMAN to WARD's network of brokers;

2. Introducing TMAN to others who can affect and enhance the price and volume of TMAN's publicly traded shares through strategic alliance with either themselves and/or their organizations.

TERMS:

The term of this Consulting Agreement shall be for a twelve (12) month period commencing on the date hereof with a six (6) month minimum, subject to a performance review by TMAN, and will continue thereafter until terminated by TMAN with a thirty (30) day written notice to WARD.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

TMANGLOBAL.COM, INC.                             K. M. WARD, INC.



By: /s/ Tony Interdonato                         By: /s/ Kevin Ward
   -----------------------------                    ----------------------------
      Tony Interdonato as CEO                           Kevin Ward as President


Exhibit 10.2

FINANCIAL ADVISORY AND CONSULTING AGREEMENT

This Agreement is made and entered into as of this 17th day of March, 1999 by TMANGLOBAL.COM, a Florida corporation ("TMAN" OR "COMPANY"), and VistaQuest, Inc., a New York corporation, ("CONSULTANT").

In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. PURPOSE. The Company hereby retains the Consultant during the term specified in Section 2 hereof to render consulting advice to the Company as relating to financial and similar matters, upon the terms and conditions set forth in this agreement.

2. TERM. The term of this Agreement (the "TERM") shall be the period beginning the date of this Agreement and ending twelve (12) months thereafter. If at any time after five months from the date of the signing of this Agreement, the Company or the Consultant, for valid reasons, wish to terminate this Agreement, notice of termination after an additional thirty (30) days shall be sent to the Company or to the Consultant by certified or registered mail, postage prepaid. If to the Company addressed to it at: 1000 Universal Studios Plaza - Bldg. 22A, Orlando, FL 32819 Attention: Tony Interdonato, CEO; if to the Consultant at: VistaQuest, Inc., 380 Lexington Avenue, Suite 1700, New York, New York, 10168, Attention: Mark Kabbash, President, with a copy to Robert Donato III, 215-East Bay Street, Suite 500, Charleston, South Carolina, 29401 or to such address as hereafter may be designated in writing by any of such entities to the others. Such notice for termination and/or other communication shall be deemed to be given on the day of receipt; and thirty (30) days, thereafter, such Agreement shall thereupon cease to be in effect. Termination prior to twelve
(12) months from the beginning date of this Agreement shall not affect terms of the warrant for 180,000 shares, as stated in Section 6. The Consultant shall provide information to inquiries from the professional financial community for a period of one and one-half years after termination of this Agreement.

3. SERVICES OF CONSULTANT. During the Term of this Agreement, the Consultant will provide the Company with such regular and customary consulting advice as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonably within the scope of the consulting advisory services contemplated by this Agreement. In the performance of these duties, the Consultant shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the Consultant's advice is not measurable in any quantitative manner, and that the Consultant shall be obligated to render advice, upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in doing so. The Consultant's duties may include, but will not necessarily be limited to:

(a) Rendering advice and assistance in connection with the dissemination of corporate information regarding the Company to the investment community;

(b) Rendering advice and assistance in connection with the preparation of annual and interim reports and press releases;

(c) Arranging meetings with securities analysts and others in the securities business for the Company at appropriate times;

(d) Assisting in the Company's financial public relations, including discussions between the Company and the financial community;

(e) Rendering advice with respect to internal operations, including advice regarding:
(i) the formation of corporate goals and their implementation;
(ii) the financial structure, programs, and projects of the Company;
(iii) corporate organization and personnel;

(f) Rendering advice with respect to any acquisition program of the Company;


4. RELATIONSHIPS WITH OTHERS. The Company acknowledges that the Consultant and its affiliates are in the business of providing financial services and consulting advice (of all types contemplated by this Agreement) to others. Nothing herein contained shall be construed to limit or restrict to the Consultant or its affiliates from rendering such services or advice to others as long as they're not in direct competition with the Company (specifically in the business of providing Internet services that deal with martial arts, kickboxing, or extreme sports).

5. CONSULTANT LIABILITY. In the absence of gross negligence or willful misconduct on the part of the Consultant, the Consultant shall not be liable to the Company, or to any officer, director, employee, stockholder or creditor of the Company, for any act or omission in the course of or in connection with the rendering or providing of advice or services hereunder. Except in those cases where the gross negligence or misconduct of the Consultant is alleged and proven in a judicial proceeding, the Company agrees to defend, indemnify and hold the Consultant harmless from and against any and all costs and expenses, and any liability (including, but not limited to, attorney's fees paid in the defense of the Consultant) which may in any way result from services rendered by the Consultant pursuant to or in any connection with this Agreement.

6. COMPENSATION. As promptly as possible after the execution of this Agreement, the Company will deliver to the Consultant a Warrant (the "Warrant") for the purchase of up to one hundred eight thousand (180,000) shares (the "Warrant shares") of the company's common stock which shall be registered under the Securities Act of 1933, as amended representing up to 180,000 free-trading shares (the "WARRANT SHARES") of the Company's common stock. The Warrant shall provide for a cashless exercise, i.e., the Warrant shall provide that in lieu of paying the exercise price in cash, the Consultant may at his option surrender the Warrant for the cancellation of that number of Warrant Shares (the "CANCELED WARRANT Shares"). The purchase price for the Exercised Warrant Shares shall thus be paid with the corresponding Canceled Warrant Shares and, to the extent that the aggregate exercise price of the Exercised Warrant Shares exceeds the aggregate Premium of the Canceled Warrant Shares, such difference shall be paid in cash. For purposes of this Section 6, the "Premium" of a Warrant Share is the amount by which the market price of the Warrant Share exceeds its exercise price. The Warrant may be exercised in whole or in part at any time, and from time to time, commencing on or after March 17, 1999 until 5 PM New York time, March 17, 2002 (whereupon the Warrant shall expire and be of no further force or effect). The Warrant shall be exercised at a price of $3.00.

The exercise price shall be subject to adjustment, to protect the Consultant against dilution, as set forth in appropriate anti-dilution provisions in the Warrant. The Warrant shall also provide that stock certificates for any shares purchased by the Consultant under the Warrant shall be delivered to the Consultant no later than 10 business days after the receipt of payment of the exercise price by the Company.

6.1 (a) If any time during the period commencing on the date hereof, the Company proposes to file a registration statement to register shares of its common stock under the Act for sale to the public in an underwritten offering, it will at each such time promptly given written notice to the Consultant of its intention to do so and, upon the written request of the Consultant made within 15 calendar days after the receipt of any such notice (which request must specify the number of shares of registrable stock which the Consultant intends to dispose of, and must state the intended method of disposition thereof), the Company will effect the registration under the Act of the shares as and when requested by the Consultant. The registration rights of the Consultant shall be subject to reduction or elimination if so required by the Company's managing underwriter; provided, that if such offering also registers shares for other selling shareholders, then the larger, of
(i) fifty percent or (ii) pro-rata with the largest percentage of holdings of selling shareholders, of the Consultant's Warrant Shares shall be included in the registration. Absent a registration by the company in the first six (6) months beginning the date of this Agreement, the Consultant shall have demand registration rights as provided in the Warrant Agreement of March, 1999 herewith between the Consultant and the Company.

2

(b) The costs and expenses (other than underwriting discounts and commissions) of all registrations and qualifications under the Act and of all other actions the Company is required to take or effect in connection with the registration rights described herein, shall be paid by the Company (including, without limitation, all registration and filing fees, printing expenses, fees and expenses of complying with the Blue Sky laws of the State of New York, and fees and disbursements of counsel for the Company and of the Company's independent public accounts).

7. LIMITATION UPON THE USE OF ADVICE AND SERVICES. No person or entity other than the Company shall be entitled to make use of or rely upon the advice of the Consultant to be given hereunder, and the Company shall not transmit such advice to others, or encourage or facilitate the use or reliance upon such advice by others, without the prior written consent of the Consultant.

7.1 It is clearly understood that the Consultant, for services rendered under this Agreement, makes no commitment whatsoever to recommend or advise its clients to purchase the securities of the Company. Research reports that may be prepared by the Consultant, when and if prepared, will be based solely on the independent judgment or analysis of the Consultant or senior corporate finance personnel of the Consultant.

7.2 The use of the Consultant's name in any annual report or other report of the company, or any release or similar document prepared by or on behalf of the Company, must have the prior written approval of the Consultant unless the Company is required by law to include the Consultant's name in such annual report, other report or release, in which event the Consultant will be furnished with a copy of such annual report, other report or release using the Consultant's name in advance of publication by or on behalf of the Company.

7.3 The Consultant shall not disclose or use for its own or the benefit of any other person confidential information which it learns about the Company as a result of its engagement hereunder, except for such disclosure as may be required for Consultant to perform its duties hereunder, as is agreed to in writing by the parties, or as is ordered by a Court having jurisdiction with respect to this Agreement.

8. SEVERABILITY. Every provision of this Agreement is intended to be severable. If any term or provision hereof is deemed unlawful for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of the remainder of this Agreement.

9. MISCELLANEOUS. All notices and/or other communications shall be sent to the Company or to the Consultant by certified or registered mail, postage prepaid. If to the company, addressed to it at: 1000 Universal Studios Plaza - Bldg. 22, Orlando, FL 32819 Attention: Tony Interdonato, CEO; if to the Consultant at: VistaQuest, Inc. 380 Lexington Avenue, Suite 1700, New York, New York, 10168, Attention: Mark Kabbash, President, - with a copy sent to Robert Donato III, 215-East Bay Street, Suite 500, Charleston, South Carolina, 29401 or to such address as hereafter may be designated in writing by any of such entities to the others. Such notice and/or other communication shall be deemed to be given on the day of receipt.

9.1 At the end of the Term, the provisions of this Agreement relating to the duties of the Consultant and compensation by the Company as it applies to such Consultant shall cease to be in effect, except for those rights and obligations that by their nature are intended to survive the termination of this Agreement, including but not limited to the Company's obligations of payment for services rendered prior thereto and the provisions set fourth in Section 6 above. This Agreement shall survive any merger of the Company or sale of substantially all of its assets and this Agreement shall be binding on the surviving Company after any such merger and upon both the Company and the acquiring company after any such

3

sale. This Agreement embodies the entire agreement and understanding between the company and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings related to the subject matter hereof effective March 17, 1999.

9.2 This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and the Consultant.

9.3 This Agreement shall be construed and interpreted in accordance with the laws of the States of New York and Florida, without giving effect to conflicts of laws in each of those states. Each party hereby consents that the venue for jurisdiction in any action arising out of this Agreement, will be determined at that time by the party initiating the action, and each party further agrees that the service of process or of any papers upon it by registered mail at their respective addresses set forth herein shall be deemed good, proper and effective service upon it.

9.4 The headings in the Sections of this Agreement are inserted for convenience of reference only and shall not affect or be deemed to affect the meaning of any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereunto have executed this Agreement as of the date first above written.

TMANGLOBAL.COM, INC.

By:       /s/ Tony Interdonato
         -------------------------------
Name:    Tony Interdonato
Title:   CEO

VISTAQUEST, INC.

By:       /s/ Mark Kabbash
         -------------------------------
Name:    Mark Kabbash
Title:   President

4

Exhibit 10.3

GENERAL AGREEMENT

This General Agreement, dated this 29th day of April, 1999, when fully executed by the parties, will confirm the terms of agreement between Elliott, Lane & Associates, Inc. (Elliott Lane) and TMANGLOBAL.COM, Inc. (TMAN).

Whereas TMAN wishes to retain Elliott Lane to provide for them investment banking and consulting services and;

Elliott Lane wishes to provide the investment banking and consulting services required by TMAN, therefore;

According to the terms of this Agreement, Elliott Lane will consult with TMAN with regard to developing an action plan and will assist in executing the company's business plan. Furthermore Elliott Lane will introduce TMAN to quality retain and wholesale market makers and will introduce TMAN to its network of investors, at the appropriate time.

Elliott Lane will have access to all TMAN's corporate information and to its auditors and legal council including all information related to the deal and corporate history of the shell TMANGLOBAL.COM reversed in to. The company will provide Elliott Lane with all the necessary information that it requires upon request and will not withhold information from Elliott Lane. As part of this agreement, Elliott Lane will provide written and/or verbal reports to TMAN for any proposed plan of action, and will only execute a plan of action with the express written agreement of TMAN.

Immediately upon the signing of this agreement and after consulting with TMAN and assisting with the development of its business plan, Elliott Lane will begin to source synergistic merger and/or acquisition candidate(s) and will assist in the negotiations on behalf of TMAN. It will also assist with the development of the pro-forma financial projections for the developing company on a post merger or acquisition basis.

Elliott Lane will help coordinate news releases to the public through Vista Quest (with whom Elliott Lane already has a long-term working business relationship) which will begin with a prompt news release that Elliott Lane has been retained for the above mentioned services.


In recognition of the above services TMAN will pay Elliott Lane according to the following terms:

1. One Hundred Thousand (100,000) shares of TMANGLOBAL.COM, Inc., (OTCBB - CHOP) restricted 144 common stock (one-year hold) as compensation for services related to consulting, Investment Banking and Mergers & Acquisitions. Such shares will be issued in one tranche coincident with the signing of this General Agreement as follows: Two fifty thousand share certificates will be held in escrow with a mutually agreed upon attorney. Half of the shares will be distributed upon execution of this General Agreement and the balance six months thereafter provided that certain pre-set goals are attained. The restricted stock will be subject to an anti-dilution clause only in the event of a reverse stock split and will have piggy-back registration rights. ----

2. Ten percent (10%) of the transaction value in equity and/or cash for each successful acquisition and/or merger approved and completed by TMAN initiated by Elliott Lane.

3. A one-time fee of Seven Thousand Five Hundred dollars ($7,500.00) or an equivalent value of free trading stock (if available) at the closing bid price on the date payment is made, at such time as Elliott Lane advises, and the company approves, the introduction to quality retail and wholesale market maker network and the initiation of an investor awareness program.

Elliott Lane will have the first right of refusal to raise any equity or debt capital for the company during the period of one year from the date of this General Agreement.

This General Agreement will be effective for one (1) year renewable with mutual consent of both parties.

Whereas this Agreement is hereby Agreed & Accepted to:

By: /s/ Mark R. Lane                         By: /s/ Tony Interdonato
   ---------------------------------            --------------------------------
   Mark R. Lane                                 Tony Interdonato
   Elliott, Lane & Associates, Inc.             TMANglobal.com, Inc.


Exhibit 10.4

PURCHASE AGREEMENT

THIS AGREEMENT made this 13th day of November 1998 by and among Mr. Bobby Davis, Ms. Deborah Lunceford, Mr. James Loflin and Mr. Charles Loflin, for and on behalf of Bonnie Davis (hereinafter collectively referred to as "Seller"), and FSGI Corporation, a Florida Corporation (hereinafter referred to as "FSGI") ("Buyer");

WHEREAS, Seller has agreed to sell to FSGI and FSGI has agreed to purchase the Business upon and subject to the terms and conditions hereof; and

WHEREAS, Seller is the legal and beneficial owner of all of the issued and outstanding shares of the capital stock of Bonnie Davis, P.C., and

WHEREAS, in order to induce FSGI to purchase the Business, Seller has agreed to the conditions and covenants herein contained and to make the warranties and representations hereinafter set forth; and

NOW THEREFORE, in consideration of the premises and the mutual agreements and covenants herein contained the parties hereto hereby covenant and agree as follows:

WITNESS THAT:

1. SUPERSEDING EFFECT

This Agreement supersedes all oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to this Agreement.

2. ASSETS TO BE SOLD

A. The Seller shall sell and the Buyer shall purchase, free from all liabilities and encumbrances the business of the Seller including access to, and the right to service the Seller's credit union clients (hereinafter referred to as the "Business") throughout the State of Georgia and wherever else they may be located (the "Territory").

B. In addition to the representation and servicing of credit union clients, the Business includes: all information regarding such clients that may be contained in hard copy or computer software. The Business' credit union clients and all information which pertains thereto are specifically detailed in Exhibit "A", attached hereto and made a part hereof, entitled "Credit Union clients of Bonnie Davis, P.C."

3. PURCHASE PRICE

FSGI shall pay to Seller or in the event of his death to his estate, a purchase ("Purchase Price") of $80,000.00. Said price shall be paid in restricted stock of FSGI over a 2 year period as outlined below.


4. PAYMENT

The purchase price shall be paid in FSGI restricted common stock, at a value of $2.00 per share. Therefore, FSGI will issue, after this agreement has been signed, 40,000 shares of restricted common stock subject to the following conditions and restrictions:

A. 20,000 shares of restricted common stock of FSGI, valued at $2.00 per share will be issued. The stock will bear a restrictive legend for a period of 12 months. Also, if the average bid price for the five (5) trading days prior to the 12 month anniversary date is less than $2.00, then FSGI will issue additional shares in order to ensure a value of $40,000.00 to the Seller. If the five (5) day average is $2.00 or higher, no additional shares will be issued for the first $40,000.00 (one half of the purchase price).

B. An additional 20,000 shares of restricted common stock of FSGI, valued at $2.00 per share, will also be issued representing the second half of the purchase price. This stock will be bear a restrictive legend for 24 months. Also, if the average bid price for the five (5) trading days prior to the 24 month anniversary date is less than $2.00, then FSGI will issue additional shares in order to ensure a value of $40,000.00 to the Seller. If the five (5) day average is $2.00 or higher, no additional shares will be issued for the second $40,000.00 (second half of the purchase price).

C. Should the gross revenue (see Exhibit "B") for the twelve month period immediately succeeding the consummation (closing date) of this transaction not equal or exceed 80% of the purchase price ($64,000.00), then the share adjustment provisions outlined above will not apply. Said provisions refer to the issuance of additional shares if the 5 day average bid price falls below $2.00. As a result, the Seller would receive a total of 40,000 shares of common stock of FSGI and no additional shares would be given by the Buyer to the Seller. All other terms and conditions as outlined in this contract, will remain in full force and effect.

5. REPRESENTATIONS OF SELLER

As an inducement to FSGI to purchase the Business, the Seller warrants and represents as follows:

A. Bobby Davis, Deborah Lunceford, James Loflin and Charles Loflin have the full power and right to execute this Agreement and to sell the Business.

B. Bobby Davis as an officer and shareholder, is the owner of and has good and marketable title to all the Business assets being sold hereunder, or has the right to transfer Bonnie Davis' interest in any such asset.


C. None of the Sellers, on behalf of Bonnie Davis, have entered into any other contract to sell all or any part of the Business, nor have they pledged any revenue from the Business to any third parties.

D. Seller or Bonnie Davis have not entered into any contracts, leases or other agreements with respect to the Business.

E. Seller, or on behalf of Bonnie Davis, has or shall pay in full through the Closing Date all federal, state, city or other local taxes including withholding, personal property, sales, use, social security and unemployment. Seller shall also pay any sales taxes resulting from the transfer of Business to the Buyer.

F.  (1)  There are no suits, claims or other proceedings in law or
         equity pending or to Seller's knowledge threatened against the
         Business.

    (2)  There are no suits, claims or other proceedings in law or
         equity pending or contemplated in which Bonnie Davis is a
         plaintiff, petitioner or a party.

G. There is not now nor shall there be at the time of the Closing any judgments, liens or other encumbrances outstanding against Bonnie Davis or the Business.

H. there have been no federal, state, city or local investigations with respect to Bonnie Davis or the Business.

I. Seller's have no power of attorney outstanding with respect to the Business.

6. INDEMNIFICATION BY SELLER

Seller, for and on behalf of, jointly and severally, shall indemnify and hold harmless FSGI and its successors and assigns from all demands, claims, actions, assessments, losses, damages and attorney's fees and costs resulting from any state of facts existing prior to the time of Closing.

7. ADDITIONAL DOCUMENTS

Seller shall execute any and all documents, prior to and after the closing Date, that are required to implement the terms and intent of this Agreement.

8. USE OF SELLER'S NAME

FSGI is authorized to use the trade name "Bonnie Davis, P.C." in connection with the Business following the Closing only until all credit union clients have been contacted, but under no circumstances longer than 180 days.

9. NOTICE TO CLIENTS

As soon as possible after signing of this agreement, Seller will issue a joint notice to the clients of the Business advising them of the purchase of the Business by FSGI.


10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of Seller, for and on behalf of Bonnie Davis, shall survive the Closing.

11. BINDING ON SUCCESSORS

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Seller and FSGI.

12. BROKERS

A. Seller and FSGI warrant and represent to each other than neither has employed any broker, finder or other person or entity in connection with the sale contemplated by this Agreement.

B. Seller and FSGI shall indemnify each other from any claim and any costs associated therewith by any such broker, finder, person or entity.

13. CHANGES TO SELLER'S WARRANTIES AND REPRESENTATIONS

Prior to the Closing, if there are any changes to the Sellers' warranties or representations set forth in this Agreement, Seller shall immediately notify FSGI in writing by certified or registered mail, return receipt requested or by delivery to FSGI in person of such writing.

14. ARTICLE HEADINGS

The heading or subheadings of articles contained hereto are used for convenience and ease of reference and shall not limit the scope or intent of the article.

15. ARBITRATION AND APPLICABLE LAW

Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration to be held in Atlanta, Georgia in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. This Agreement shall be governed by the laws of the State of Georgia.

16. NOTICES AND CORRESPONDENCE

A. To Seller: Bobby Davis 2093 Weems Road Locust Grove, GA 30248


B. To FSGI: FSGI Corporation 300 Willowbend Rd.

Suite H
Peachtree City, GA 30269

or any address provided prior written notice is given to the other party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement which is effective as of November 23, 1998.

Witness:                                     BOBBY DAVIS

                                             /s/ Bobby Davis
-----------------------------                ------------------------------
                                             By: Bobby Davis


Witness:                                     DEBORAH LUNCEFORD

                                             /s/ Deborah Lunceford
-----------------------------                ------------------------------
                                             By: Deborah Lunceford


Witness:                                     CHARLES LOFLIN

                                             /s/ Charles Loflin
-----------------------------                ------------------------------
                                             By: Charles Loflin


Witness:                                     JAMES LOFLIN

                                             /s/ James Loflin
-----------------------------                ------------------------------
                                             By: James Loflin


Witness:                                     FSGI CORPORATION

                                             /s/ Jason Lents
-----------------------------                ------------------------------
                                             By: Jason Lents
                                                 President


Exhibit 11

COMPUTATION OF PER SHARE EARNINGS

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

Net Loss                      ($423,849)           ($1,027)            ($8,323)
                              ==========         ==========          ==========

Weighted average              5,799,230          3,000,000           3,000,000
                              ==========         ==========          ==========

(Loss) per share                  $0.07              $0.00               $0.00
                              ==========         ==========          ==========


Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Financial Standards Group, Inc., a Florida corporation, wholly-owned by TMANglobal.com, Inc.


DASZKAL, BOLTON, MANELA, DEVLIN & CO.
CERTIFIED PUBLIC ACCOUNTANTS
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

2401 N.W. BOCA RATON BOULEVARD, SUITE 100 BOCA RATON, FLORIDA 33431
TELEPHONE (561) 367-1040 FAX (561) 750-3236

JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN. CPA, P.A.
MICHAEL S. KRIDEL, CPA, P.A.

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this Registration Statement on Form 10-SB of TMANglobal.com,Inc. for the years ended September 30, 1998 and 1997, of our report dated July 7, 1999, and of FSGI Corporation and subsidiary for the year ended September 30, 1998 and the three months ended December 31, 1998, of our report dated June 24, 1999.

                                  /s/Daszkal, Bolton, Manela, Devlin & Co., CPAs


Boca Raton, Florida
October 6, 1999                      Daszkal, Bolton, Manela, Devlin & Co., CPAs


ARTICLE 5
CIK: 0001096275
NAME: TMANglobal.com, Inc.
MULTIPLIER: 1
CURRENCY: US DOLLARS


PERIOD TYPE 9 MOS
FISCAL YEAR END SEP 30 1999
PERIOD START OCT 01 1998
PERIOD END JUN 30 1999
EXCHANGE RATE 1
CASH 185,825
SECURITIES 0
RECEIVABLES 42,730
ALLOWANCES 0
INVENTORY 0
CURRENT ASSETS 256,810
PP&E 35,120
DEPRECIATION 0
TOTAL ASSETS 3,651,281
CURRENT LIABILITIES 174,547
BONDS 0
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 594
OTHER SE 3,439,568
TOTAL LIABILITY AND EQUITY 3,651,281
SALES 655,592
TOTAL REVENUES 655,592
CGS 460,769
TOTAL COSTS 1,079,441
OTHER EXPENSES 0
LOSS PROVISION 0
INTEREST EXPENSE 0
INCOME PRETAX (423,849)
INCOME TAX 0
INCOME CONTINUING (423,849)
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME (423,849)
EPS BASIC (.07)
EPS DILUTED (.07)

TMANGLOBAL.COM, INC.
PRO FORMA FINANCIAL STATEMENTS

On December 21, 1998, FSGI Corporation acquired all of the outstanding common stock of The Martial Arts Netowrk, On-Line, Inc. For accounting purposes, the acquisition has been treated as an acquisition of FSGI Corporation by The Martial Arts Netowrk, On-Line, Inc., and as a recapitalization of The Martial Arts Netowrk, On-Line, Inc. The historical financial statements prior to December 31, 1998, are those of The Martial Arts Netowrk, On-Line, Inc. The Martial Arts Netowrk, On-Line, Inc. subsequently changed its name to TMANglobal.com, Inc.

The following Pro Forma Combined Balance Sheet of the Registrant has been prepared by management of the Registrant based upon the balance sheets of the Registrant as of September 30, 1998. The Pro Forma Combined Statement of Operations was prepared based upon the statement of operations for the Registrant for the twelve months ended September 30, 1998 and the nine months ended June 30, 1999. The pro forma statement of operations also includes FSGI Corporation's statement of operations for the twelve months ended September 30, 1998, and the 3 months ended December 31, 1998. The pro forma statements give effect to the transaction under the purchase method of accounting and the assumptions and adjustments in the accompanying notes to pro forma combined financial statements. The pro forma combined balance sheet gives effect to the acquisition as if it had occurred as of September 30, 1998. The pro forma combined statement of operations for the year ended September 30, 1998, gives effect to the acquisition as if it had occurred as of October 1, 1997. The pro forma combined statement of operations for the nine months ended June 30, 1999, gives effect to the acquisition as if it had occurred as of October 1, 1998.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The pro forma combined financial statements do not purport to represent what the combined companies' financial position or results of operations would actually have been had the acquisition occurred on such date or as of the beginning of the period indicated, or to project the combined companies' financial position or results of operations for any future period.


TMANGLOBAL.COM, INC.
PRO FORMA COMBINED BALANCE SHEETS
SEPTEMBER 30, 1998



                                         TMANglobal.com        FSGI Corporation                                            Pro Forma
                                       September 30, 1998     September 30, 1998          Total           Adjustments      Combined
                                    ------------------------------------------------------------------------------------------------
Current assets:
Cash                                                 0                 52,025            52,025                              52,025
Accounts receivable                                  0                 65,009            65,009                              65,009
Prepaid and other assets                             0                 18,966            18,966                              18,966
                                    ------------------------------------------------------------------------------------------------
Total current assets                                 0                136,000           136,000                   0         136,000

Property and equipment, net                          0                  1,279             1,279 (a)          34,243          35,522
                                    ------------------------------------------------------------------------------------------------


Other assets:
Goodwill, net                                        0                      0                 0 (a)       3,495,281       3,495,281
                                    ------------------------------------------------------------------------------------------------
Total other assets                                   0                      0                 0           3,495,281       3,495,281

                                    ------------------------------------------------------------------------------------------------
Total assets                                         0                137,279           137,279           3,529,524       3,666,803
                                    ================================================================================================



Current liabilities:
Accounts payable                                     0                 69,370            69,370                              69,370
Accrued expenses                                     0                 23,647            23,647                              23,647
Checks outstanding in excess
  of bank balance                                   15                      0                15                                  15
Shareholder loans                                8,097                      0             8,097                               8,097
Due to affiliate                                 1,000                      0             1,000                               1,000
Current maturity of long term debt                   0                 30,129            30,129                              30,129
                                    ------------------------------------------------------------------------------------------------
Total current liabilities                        9,112                123,146           132,258                   0         132,258

Long term debt                                       0                 55,396            55,396                              55,396
Ecess of fair value of net
  assets of co. acquired                             0                 22,913            22,913 (a)         (22,913)              0
                                    ------------------------------------------------------------------------------------------------
Total liabilities                                9,112                201,455           210,567             (22,913)        187,654

Stockholders' equity (deficit):
Common stock                                       300                    199               499 (a)              55             554
Additional paid in capital                        (200)               334,801           334,601 (a)       3,153,206       3,487,807
Subsriptions receivable                              0                      0                 0                                   0
Subscriptions payable                                0                      0                 0                                   0
Accumulated deficit                             (9,212)              (399,176)         (408,388)(a)         399,176          (9,212)
                                    ------------------------------------------------------------------------------------------------
Total stockholders' equity (deficit)            (9,112)               (64,176)          (73,288)          3,552,437       3,479,149

                                    ------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity           0                137,279           137,279           3,529,524       3,666,803
                                    ================================================================================================

1. The Pro Forma Balance Sheet at September 30, 1998 is based upon the balance sheets of the Registrant and FSGI Corporation as of September 30, 1998.

(a) The purchase price for the acquisition of all the common stock of FSGI Corporation was 2,542,833 shares at $1.01 per share and $920,000 for stock options for a total of $3,488,261. Goodwill of $3,495,281 was recorded.


TMANGLOBAL.COM, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1998



                                         TMANglobal.com        FSGI Corporation                                            Pro Forma
                                        September 30, 1998     September 30,1998          Total           Adjustments      Combined
                                    ------------------------------------------------------------------------------------------------

Revenues earned                                      0              1,311,979         1,311,979                           1,311,979

Cost of revenues earned                              0                916,796           916,796                             916,796

Gross profit                                         0                395,183           395,183                             395,183

Selling, general and administrative
  expenses                                       1,027                598,210           599,237 (b)         233,019         832,256

Loss from operations                            (1,027)              (203,027)         (204,054)           (233,019)       (437,073)

Other income (expense):
Amortization of excess of fair value of net
  assets of company acquired over cost               0                 6,317              6,317                               6,317
Bad debts                                            0               (68,586)           (68,586)                            (68,586)
Interest income                                      0                 3,499              3,499                              (3,499)
Interest expense                                     0                (2,522)            (2,522)                             (2,522)
                                    ------------------------------------------------------------------------------------------------
Total other income (expense)                         0               (61,292)           (61,292)                  0         (61,292)

                                    ------------------------------------------------------------------------------------------------
Net loss                                        (1,027)             (264,319)          (265,346)           (233,019)       (498,365)
                                    ================================================================================================

1. The Pro Forma Statement of Operations for the year ended September 30, 1998 is based upon the twelve months ended September 30, 1998 for the Registrant and FSGI Corporation and gives effect to the acquisition as if it had occurred on October 1, 1997.

(b) Amount represents the amortization of goodwill of $ 3,495,281 over 15 years using the straight line method.


TMANGLOBAL.COM, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 1999

                                         TMANglobal.com        FSGI Corporation
                                       Nine months ended     Three months ended                                         Pro Forma
                                         June 30, 1999        December 31, 1998        Total           Adjustments      Combined
                                    ------------------------------------------------------------------------------------------------

 Revenues earned                             655,592              358,327           1,013,919                           1,013,919

 Cost of revenues earned                     460,769              211,203             671,972                             671,972

 Gross profit                                194,823              147,124             341,947                             341,947

 Selling, general and administrative
   expenses                                  618,672              208,470             827,142 (c)       56,713            883,855

                                    ------------------------------------------------------------------------------------------------
 Net loss                                   (423,849)             (61,346)           (485,194)         (56,713)          (541,908)
                                    ================================================================================================

1. The Pro Forma Statement of Operations for the nine months ended June 30, 1999 is based on the nine months ended June 30, 1999 of the Registrant and three months ended December 31, 1998 of FSGI Corporation. The Pro Forma gives effect to the acquisition as if it had occured on October 1, 1998.

(c) Amount represents the amortization of the goodwill of $ 3,402,777 over 15 years using the straight line method.