Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operation.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

For further information, refer to the consolidated financial statements and footnotes included in the company's Form 10-SB, as amended for the year ended December 31, 1998.

The financial statements are presented without comparable 1998 quarterly information. The Company was not publicly traded in 1998 and systems, though adequate to address annual audit needs, were not in place to allow for extracting reliable quarterly information.

Nutrition Cafe charges a monthly membership fee for access to order products at discounted prices. Memberships are sold on a pay-as-you-go basis in one month increments. Members choose whether or not to continue their membership each month; no long term agreements are required. The membership fees are recognized as revenue in the month they are paid. Effective January, 2000, the monthly membership fees have been eliminated. Management believes the increased revenues from allowing everyone who visits the site to place orders will offset the decrease in revenue from membership fees.
Revenue for products ordered is recognized and an accrual for returns is posted when the product is shipped. To date returns of products sold has been immaterial. We believe the products we sell are of a high quality and our customers are knowledgeable enough about the products they purchase to ensure returns will continue to be immaterial. Therefore no accrual for estimated returns has been made for these financial statements.

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

Sales of our products offered through TrimFast, Inc. (weight loss bars, WCW bars, and Max Impact supplements) are sold utilizing food brokers, distributors and directly to vendors. We use brokers and distributors to identify new vendors, all sales are made directly to the vendor with the distributor or broker informed of any sales through their efforts. Because of this, we ship to, invoice and receive payments directly from the end user our policy is to record any returns against current sales. Due to the nature of the products offered, and customers ordering product conservatively, we have experienced no material product returns therefore no accrual for returns have been made in these financial statements.

Revenue for the Cooler Group is earned through rental of water coolers and delivery of water. A contract is signed for cooler rental and/or water delivery service, and is invoiced monthly. Revenue is recognized for cooler rental each month when invoiced and for water service based on usage when delivered.

Millennium - related party              $259,558
Cash from rescission of IMMMU purchase    50,000
Stock held in escrow securing loan       199,790
Other                                      2,930
                                        --------
                                        $512,278
                                        ========

On May 26, 1999 the company placed in an escrow account 23,000 shares of its' common stock valued at $199,790 to secure the loan to acquire Ice Cold Water, Inc. (See note 7B) The shares will be returned to authorized when the loan is satisfied.

The receivable from Millennium represents cash advances to an affiliated company during the year. The balance at December 31, 1999 is $156,212.

Finished Goods                         $320,296
Product Components                       56,974
                                       --------
         Total                         $377,270
                                       ========

The Company performs periodic inspections of inventory to identify expired or obsolete items. Any merchandise, which has past its expiration date, or has been deemed obsolete by management, is removed from inventory and written off.

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

Advertising costs are expensed as incurred unless a direct measurable response exists. All advertising related costs have been recognized as expense in these Interim Financial Statements.

The Company has contracted with an outside software development firm to develop software that runs the website for Nutrition Caf . All costs associated with the development of the software have been capitalized while any costs associated with content have been expensed.

On July 30, 1999 the Company exercised its option to purchase the facility located at 2555 Blackburn Street, Clearwater, FL for $1,200,000. The property is used as the sales, storage and distribution facility for Nutrition Caf , Inc. The funds were raised through the sale of 15,000 shares of Class A Preferred Stock and 223,681 warrants to purchase common stock. (See Note 6)

On June 2, 1999 the Company signed a license agreement with World Championship Wrestling, Inc (WCW) to utilize certain names, likeness, characters, trademarks and/or copyrights in connection with the manufacture, distribution, advertising, promotion and sale of certain articles of merchandise.

The license extends through December 2002. The agreement includes a non-refundable advance of $50,000 which, has been capitalized as prepaid expense and will be amortized over the life of the agreement. Terms of the agreement include a royalty payment of 6% of net sales with the following guarantees:

$100,000    Due No Later Than  12-31-99
$100,000    Due No Later Than   6-30-00
$100,000    Due No Later Than   9-30-00
$100,000    Due No Later Than  12-31-00
$100,000    Due No Later Than   6-30-01

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

On June 14, 1999 the Company issued $1,000,000 in Convertible Debentures in exchange for $1,000,000 in cash. The agreement, which contains a beneficial conversion feature, stipulates that the debentures may be converted as of the closing date at the lower of $8.50 or 80% of the fair market value of the common stock on
the conversion date resulting in the recognition of $250,000 interest expense at closing.

The Company accounts for the debentures in accordance with EITF 98-5 "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios." Accordingly, the Company has allocated a portion of the proceeds to additional paid-in capital equal to the intrinsic value of the features as computed on the commitment date, resulting in recognition on the closing date of $250,000 interest expense.

Sale of Preferred Stock and Warrants

On July 13, 1999 we issued 155,000 restricted shares of our common stock for $4.00 each to Aryeh Trading. Under this agreement, the Company is obligated repurchase these shares for $8.25 each with a $0.25 per share per month increase in price pursuant to an escalation clause in the agreement. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933. We believed section 4(2) was available because there was no general solicitation or advertising used in connection with the offering and the transaction did not involve a public offering.

The following shares were issued in consideration other than cash:

Pursuant to various agreements we issued the following shares of our restricted common stock:

On July 7, 1999, we issued 10,000 shares of our common stock in exchange for Legal Services rendered for the Company. On July 19, 1999, we issued 30,000 shares of our common stock for consulting services rendered to the Company. In July 1999 we received 50,000 shares of our common stock from a principal stockholder in exchange for $400,000 owed to the company. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933. We believed section 4(2) was available because there was no general solicitation or advertising used in connection with the offering and the transaction did not involve a public offering.

On August 3, 1999, we issued 10,000 share of our common stock in exchange for Business Consulting Services and 10,000 shares of our common stock in consideration for Legal Services rendered to the Company. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933. We believed section 4(2) was available because there was no general solicitation or advertising used in connection with the offering and the transaction did not involve a public offering.

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

The aforementioned issuances and sales were made in reliance upon the exemption from registration contained in Section 4(2) of the Act. The purchasers of the securities described above acquired them for their own account and not with a view to any distribution thereof to the public. The shares which have been issued pursuant to Section 4(2), bear legends stating that the securities may not be offered, sold or transferred other than pursuant to an effective Registration Statement under the Act, or an exemption from such registration requirements. The Registrant will place stop transfer instructions with its transfer agent with respect to all such securities.

The Company entered into several consulting agreements with various individuals whereby the Company was to be provided with advice with regard to corporate strategy and business development including targeting of acquisitions. The Company advanced the consultants 490,000 shares in 1999 but minimal services as anticipated in the consulting agreements were performed in 1999 and no services were performed in 1998. Therefore on June 30, 1999 the consulting agreements were rescinded and the Company offered the consultants the restricted shares at a price of $0.25 per share resulting in a subscription receivable. The Company expects to receive the payment in the form of invoices for prior services rendered under the rescinded consulting agreements. As of the date of this report invoices for $15,625 has been received. When an invoice is received, the Company recognizes consulting expense for all shares issued based on the fair market value of the stock on the grant date.

In July 1999, we issued 15,000 Class A convertible preferred shares and 223,881 warrants. Cranshire Capital purchased 5,000 preferred shares and 74,627 warrants for consideration of $300,010. Dotcom Fund purchased 3,000 preferred shares and 44,776 warrants for consideration of $500,010. Keyway Investments purchased 5,000 preferred shares and 74,627 warrants for $500,010. Robert Productions, Inc. purchased 2,000 preferred shares for consideration of $200,010. The warrants are exercisable at any time until July 16, 2002 at an exercise price of $10.00 per warrant. The Company relied upon the exemption from registration provided in Section 4(2) of the Act. We believed section 4(2) was available for the issuance of the preferred shares and warrants because there was no general solicitation or advertising used in connection with the offering and the transaction did not involve a public offering. As a result of accounting for the beneficial conversion feature, the Company charged a $375,011 dividend to retained earnings on the issuance date. (See Note 3)

During the period ended September 30, 1999 the Company issued 108,000 warrants (i.e., stock options) to certain consultants and other service providers of the Company.

The Company applies SFAS 123 for warrants and options issued to consultants and other service providers. For financial statement disclosure purposes and for purposes of valuing these stock options, the fair market value of each stock option granted was estimated on the date of grant using the Black-Scholes Option-Pricing Model in accordance with SFAS 123 using the following weighted-average assumptions: expected dividend yield 0%, risk-free interest rate of 5.3%, volatility 70% and expected term of one year. Accordingly, professional and consulting fees of

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

$413,780 was charged to operations in 1999. The deferred tax asset of $140,685 resulting from the professional and consulting fees of $413,780 was fully offset by a valuation allowance at December 31, 1999.

A summary of the options issued to consultants as of September 30, 1999 is presented below:

                                        Number of  Weighted Average
                                         Options    Exercise Price
                                        ---------  -----------------
Stock Options

Balance at beginning of period                  -  $               -
Granted                                   108,000  $            4.55
Exercised                                       -                  -
Forfeited                                       -  $               -

                                        ---------  -----------------
Balance at end of period                  108,000  $            4.55
                                        =========  =================

Options exercisable at end of period      108,000  $            4.55

Weighted average fair value of options
 granted during the period                108,000  $            3.83

The following table summarizes information about stock options outstanding at September 30, 1999:

                   Options Outstanding                Options Exercisable
---------------------------------------------------------------------------
                 Number       Weighted
               Outstanding     Average    Weighted      Number     Weighted
Range Of           At         Remaining    Average   Exercisable    Average
Exercise      September 30,  Contractual  Exercise   At September  Exercise
Price             1999          Life        Price      30, 1999      Price

$       4.00         68,000   0.67 Years  $    4.00        68,000  $    4.00
$4.00 - 7.00         40,000   0.46 Years  $    5.50        40,000  $    5.50
              -------------               -----------------------
                    108,000   0.59 Years  $    4.55       108,000  $    4.55
              =============                          ============

On March 18, 1999 the Company acquired IMMMU, Inc. ("IMMMU") and IMMCEL Pharmaceuticals, Inc. ("IMMCEL"), two companies related through common stockholders, in a transaction accounted for as a purchase. Under terms of the agreement, 235,000 shares of the Company's common stock, $50,000 in cash and an option agreement for shares of

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999 (Unaudited

the Company's common stock exercisable based on stipulated Company performance criteria were exchanged for all of the issued and outstanding capital stock of IMMMU and IMMCEL. Subsequently, the Company entered into a rescission agreement of the purchase. Activity from IMMMU and IMMCEL are not part of these consolidated statements. The common stock shares are recorded as "Common Shares Advanced" and deducted from stockholder equity and the $50,000 is recorded in Accounts Receivable - Other. The Company incurred a loss of $94,225 from operating the companies during 1999 which is recorded in Accounts Receivable - Other with a reserve for 100% recorded as bad debt.

On May 24, 1999 the Company acquired certain assets of Ice Cold Water Co., Inc. ("ICW") including certain receivables, inventory, property and equipment, a customer list and the name "Ice Cold Water" and all other intellectual property rights associated with the name. Under terms of the agreement, the Company acquired the assets for $20,000 in cash and a $100,000 promissory note at 8.5% per annum which is due in four monthly installments of $25,000 plus accrued interest, commencing June 10, 1999. 23,000 shares of the Company's common stock were reserved in an escrow account to be released to ICW in the case of default of payments. The Company then formed a new subsidiary, The Cooler Group and transferred these assets into it. A balance of $30,406 remains outstanding as of September 30, 1999.

In 1999 the Company initiated a legal proceeding against a former major customer to collect amounts receivable from that customer aggregating approximately $535,000 at December 31, 1998. Such receivable related to products sold to that customer during 1998 that were voluntarily recalled by the Company, but never returned by the customer. As of December 31, 1998, it was management's assertion with regard to this matter that since the product was never returned to the Company, and is believed to have been resold by the customer, a successful outcome in favor of the Company was possible. The Company has therefore written off $267,240 or fifty percent of the total receivable as of December 31, 1998. Subsequent to the date of these financial statements, management does not expect to receive any further payments of this customer and therefore decided to write off the balance reduced by payments received during January, 1999.

In early 1999, pursuant to a voluntary arrangement with the Food and Drug Administration, the Company's product, Revivarant, was recalled and removed from sale. Since the time of the recall, the Company has been subject to five known lawsuits and an additional three consumer-protection claims relating to consumer use of the product. As of the date of this report, only one lawsuit has specified a dollar amount, that being, $400,000 of compensatory damages and $350,000 of punitive damages. All lawsuits have been referred by management to the insurance carrier of our third party manufacturer, however, the Company has received notice from the insurance carrier denying all claims. Management intends to contest the claim denials. The Company obtained its own insurance policy in May 1999 and believes it would not be covered under its own policy for these prior

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

occurrences. With regard to any punitive damage claims, the Company intends to vigorously
oppose any factual basis for imposition of punitive damages based upon research and efforts made prior to the distribution of the Revivarant product to determine its safety. The Company's management and outside legal counsel are unable to evaluate and determine the likely outcome of each cause of action. Accordingly, pursuant to the Financial Accounting Standards Board, Statement of Financial Accounting Standards No. 5, no liabilities have been accrued as of September 30, 1999 relating to the above matters. Any future liabilities required to be recorded pursuant to SFAS 5 will be recorded gross of any expected insurance recovery pursuant to SAB5:Y. The above litigation related to Revivarant may have an adverse effect on the Company's results of operations and financial condition.

The Company is subject to a course of action premised on a Letter of Agreement between the two parties whereby the Plaintiff alleges the Company committed to purchase 155,000 shares of the Company's common stock at a stipulated price. The second count of the action is a mortgage foreclosure action, which is based upon an alleged lien upon real property that is to have collateralized the Agreement. The Company has filed a motion to dismiss the complaint because the Agreement sued upon call for arbitration in the event of dispute. The Company also filed a motion to dismiss the mortgage foreclosure action since the cause of action is premised upon documents that cannot be recorded. Discovery is beginning and no opinion is available as to the likely result.

The Company is subject to a cause of action seeking damages and specific performance of an agreement to purchase stock. The Agreement called for certain shares of stock to be sold pursuant to a letter agreement. The Complaint contains seven counts alleging cause of action for specific performance, equitable relief, fraud, civil theft damages, and lost profits. Discovery is beginning and settlement discussions have been on going. The Company is unable to assess the likely outcome of this suit at this time.

An action has been commenced against the Company, by a former principal stockholder, and other parties alleging that 600,000 shares of the Company, previously owned by the former principal stockholder, were improperly canceled by the Company while still validly owned by the Plaintiff. The Plaintiff has demanded the removal of the stop transfer order from their share certificates or alternatively the Company re-issue new share certificates. The action also alleges a consulting agreement for which the Company has not tendered the required consideration of 270,000 shares of the Company's common stock. The action also seeks $100,000 for breach of fiduciary duty and $10,000,000 in punitive damages. An adverse judgment may have an adverse affect on the Company's results of operations and financial condition.

A lawsuit filed against the Company, its Chief Executive Officer, principal stockholder and certain affiliates demanding an excess of $790,000 in compensatory and punitive damages, alleges that the plaintiff had purchased approximately 22,000 shares of the Company's common stock for approximately $77,000, but has not received the same. As of May 3, 2000 settlement negotiations are ongoing. An adverse judgment of this litigation may have an adverse effect on the Company's results of operations and financial condition.

TrimFast Group, Inc. Notes to Interim Consolidated Financial Statements As of September 30, 1999

(Unaudited)

The Company is subject to various other lawsuits, investigations and claims primarily relating to amounts due to vendors which, in the opinion of management, arise in the normal course of conducting Company business. Appropriate amounts have been accrued at September 30, 1999. In the opinion of the Company's management, after consultation with outside legal counsel, the ultimate disposition of such remaining proceedings will not have a materially adverse effect on the Company's consolidated financial position or future results of operations.