
<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1999



                                                      REGISTRATION NO. 333-85079

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                AMENDMENT NO. 1



                                    FORM S-1

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           CYTATION.COM INCORPORATED

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



<TABLE>
<S>                                  <C>                                  <C>
              NEW YORK                               7373                              16-0961436
    (STATE OR OTHER JURISDICTION         (PRIMARY STANDARD INDUSTRIAL               (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)             IDENTIFICATION NUMBER)
</TABLE>



  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                                 KEVIN J. HIGH
                                   PRESIDENT
                           CYTATION.COM INCORPORATED
                              809 AQUIDNECK AVENUE

                          NEWPORT, RHODE ISLAND 02842

                                 (401) 845-8800

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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


                                   COPIES TO:

<TABLE>
<S>                                                   <C>
              ROBERT L. BIRNBAUM, ESQ.                               M. RIDGWAY BARKER, ESQ.
               DAVID A. BROADWIN, ESQ.                              RANDI-JEAN G. HEDIN, ESQ.
               FOLEY, HOAG & ELIOT LLP                              KELLEY DRYE & WARREN LLP
               ONE POST OFFICE SQUARE                                  TWO STAMFORD PLAZA
             BOSTON, MASSACHUSETTS 02109                              281 TRESSER BOULEVARD
                   (617) 832-1000                                  STAMFORD, CONNECTICUT 06901
                                                                         (203) 351-8000
</TABLE>


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


    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.



    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]



    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]


    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                            ------------------------

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED                PROPOSED
     TITLE OF EACH CLASS OF             AMOUNT TO BE          MAXIMUM OFFERING       MAXIMUM AGGREGATE           AMOUNT OF
   SECURITIES TO BE REGISTERED         REGISTERED(1)         PRICE PER SHARE(2)      OFFERING PRICE(2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                     <C>                     <C>
Common Stock, par value $0.001...        8,558,140                 $5.375               $46,000,000              $12,788.00
---------------------------------------------------------------------------------------------------------------------------------
Representative's Warrant.........         744,186                  $.001                  $745.00                   $.21
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon
  exercise of Representative's
  Warrant........................         744,186                  $6.45                 $4,800,000              $1,334.00
---------------------------------------------------------------------------------------------------------------------------------
Totals...........................                                                        50,800,745             14,124.21(3)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) Includes 1,116,280 shares which the underwriters have the option to purchase
    solely to cover over-allotments, if any. See "Underwriting."


(2) Estimated solely for the purpose of computing the amount of the registration
    fee pursuant to Rule 457(c) under the Securities Act of 1933.


(3) $1,312.09 was previously paid leaving a fee remaining to be paid herewith of
    $12,812.12.

                            ------------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
UNDERWRITERS MAY NOT CONFIRM SALES OF THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.



                 SUBJECT TO COMPLETION, DATED OCTOBER 21, 1999



PROSPECTUS



                          [                  ] SHARES



                                  CYTATION.COM

                                  COMMON STOCK

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


     This is an offering of [               ] shares of common stock of
Cytation.com Incorporated.



     Our common stock is quoted over the Over-the-Counter Electronic Bulletin
Board under the stock symbol "CYTA." We will apply to have the shares of common
stock approved for quotation on the Nasdaq National Market System under the
symbol "CLNK."



     SEE "RISK FACTORS" BEGINNING ON PAGE       FOR A DISCUSSION OF FACTORS THAT
YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.



     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



<TABLE>
<CAPTION>
                                                         PER SHARE     TOTAL
                                                         ---------    --------
<S>                                                      <C>          <C>
Public Offering Price..................................  $            $
Underwriting discounts and commissions.................  $            $
Proceeds, before expenses, to Cytation.com.............  $            $
</TABLE>



     The underwriters may, under certain circumstances, for 45 days after the
date of this prospectus purchase up to an additional [               ] shares of
common stock from us at the public offering price less the underwriting
discount.


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


     The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares against payment in New York, New York
on             , 1999.


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


                       GERARD KLAUER MATTISON & CO., INC.

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


               The date of this Prospectus is             , 1999

<PAGE>   3


     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK. IN THIS PROSPECTUS, "CYTATION,"
"COLLEGELINK.COM," "WE," "US" AND "OUR" REFER TO CYTATION.COM INCORPORATED AND
ITS SUBSIDIARIES AND PREDECESSORS, AND REFERENCES TO "CYTATION.COM" REFER ONLY
TO CYTATION.COM INCORPORATED, IN EACH CASE UNLESS THE CONTEXT OTHERWISE
REQUIRES.


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


                     DEALER PROSPECTUS DELIVERY OBLIGATION



     Until                , all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.


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


     We own or have rights to trademarks or trade names that we use in
conjunction with the sale of our products and services. CollegeLink(R) is a
registered trademark owned by us. Cytation(TM), Cytation.com(TM) and
CollegeLink.com(TM), are trademarks owned by us. Making College Count(R) is a
registered trademark owned by Student Success, Inc. This prospectus also refers
to trademarks and trade names of other companies.


                                        2
<PAGE>   4


                               PROSPECTUS SUMMARY



     This summary does not include all of the information that may be important
to you. You should read the following summary together with the more detailed
information, including our consolidated financial statements and related notes,
appearing elsewhere in this prospectus. Unless otherwise indicated, all
information in this prospectus assumes the underwriters will not exercise their
over-allotment option.


                           CYTATION.COM INCORPORATED


OUR COMPANY



     We are a holding company. Our primary operating business is
CollegeLink.com. Together with The College Board(R) and PNC Bank, N.A., we
provide college bound students and their families a complete solution to the
challenges of the college admission process, from college selection to
submission of college, financial aid, and scholarship applications. We have
recently entered into a definitive agreement to acquire a related business,
Student Success, Inc. and a letter of intent to acquire another related
business, Online Network, L.L.C. d/b/a Online Scouting Network. Before acquiring
Student Success and Online Scouting, we were a provider of computer-based
college admissions services and proprietary online learning solutions.



     CollegeLink.com.  Through CollegeLink.com, and its relationships with more
than 900 colleges and universities, we are a leading provider of computer-based
college applications and admissions services to college bound students and their
families.



     Student Success.  Student Success is a leading provider of onsite high
school and college preparatory programs for students and their families under
its Making College Count(R) and Making High School Count(TM) trademarks. Through
this channel, we intend to continue to expand our presence and awareness of our
services with high school students. Student Success presented its seminars to
more than 225,000 students at more than 900 high schools and junior colleges
nationwide last year. These programs were sponsored by eight major consumer
products companies.



     Online Scouting Network.  Online Scouting Network is a leading recruiting
company that provides student athletes greater visibility to more than 3,000
college and university coaches. For the school year ended June 1999, more than
25,000 high school athletes from 600 high schools in 22 sports nationwide were
registered with Online Scouting Network.



OUR RELATIONSHIPS



     We have entered into agreements and developed relationships with more than
900 colleges and universities that accept applications in their respective
formats through CollegeLink(R). A complete list of these colleges and
universities is set forth on the inside front and back cover of this prospectus.



     We have an exclusive agreement with The College Board(R) to provide
electronic college applications through The College Board's ExPAN(R) guidance
software. The College Board(R) is a membership organization of colleges and
secondary schools and is the provider of the SAT(R) and the AP(R) Exams.



     We have an exclusive agreement with PNC Bank, N.A., one of the largest
student loan providers in the United States, to provide financial products and
services to college bound students and their families through our
CollegeLink.com Internet hub.



OUR MARKET



     There are about 14.8 million high school students in the United States.
According to the U.S. census bureau, this number will increase to 15.7 million
over the next 5 years. Each year about 3.2 million students enter colleges and
universities for the first time. Of these about 2.2 million apply as first time
freshman to undergraduate colleges and universities. The remaining students
apply to continuing education programs of various sorts.



     Each year about 3.2 million applicants submit more than eight million
applications for undergraduate admission to nearly 3,400 U.S. colleges and
universities. Over 50% of these students apply for some form of financial aid.
According to the Department of Education, it is expected that the total number
of college


                                        3
<PAGE>   5


bound students will continue to increase each year for the foreseeable future.
Based on industry statistics, we believe colleges spend about $3 billion
annually to recruit and enroll students.



     We have developed an Internet hub with a college application, financial aid
and scholarship service to provide students and their families a comprehensive
solution to the challenges of the college selection and admission process. We
expect that nearly all applications will be submitted by computer within the
next several years because of increasing student computer literacy and the
significant financial and administrative benefits to colleges and universities
of receiving applications electronically. In addition, through the Making
College Count(R) and Making High School Count(TM) programs, we help prepare
students for success in college.



     We continuously obtain demographic and other information which can be used
by students, their families, colleges and other service providers to assist in
the college admissions process and enhance the entire college experience. Due to
the volume of college bound students who visit our Internet hub, we are
developing an attractive e-commerce location for students and their families.



OUR STRATEGY



     Our strategy is to build upon the thousands of relationships we have
developed with high school guidance counselors and college admissions
professionals through one-on-one marketing efforts. We plan to build our brand,
reach increasing numbers of high school and college students, and drive traffic
to our Internet hub. Our objectives are to:



     Expand our market leadership position.  We intend to leverage our
relationships with more than 3,000 high schools and more than 900 colleges and
universities to establish new affiliations, attract additional students to our
website, and create a premier Internet hub for college bound students.



     Expand existing brand awareness.  We intend to build upon our established
brands and our relationships with The College Board(R) and PNC Bank, N.A. to
establish CollegeLink.com as a leading Internet hub and e-commerce site.



     Capitalize on our strong high school presence.  Each year, The College
Board(R) distributes our CollegeLink(R) software with its ExPAN(R) guidance
software to about 2,000 high schools nationwide. Last school year, Making
College Count(R) presented at more than 900 high schools and junior colleges and
Online Scouting Network registered athletes from about 600 high schools. We
intend to grow our presence in the high school market through expansion of these
programs.



     Develop strategic web partnerships.  We have initiated a web partnership
program to co-brand our products and services on targeted high school and
college-related high traffic web sites and add content to our Internet hub.



     Overcome resistance to online applications.  We believe many college bound
students and their families perceive that colleges and universities prefer
applications that are submitted on the institution's specific format.
CollegeLink(R) software is the only program currently available that permits
students to enter general information only once and still deliver to each
institution an application in that institution's own format. We believe this
feature gives us a significant competitive advantage and we intend to promote it
to increase use of our services.



     Market our products and services.  We plan to continue to add high schools,
colleges and universities to our roster the way we have since 1991: on campus
direct sales calls by sales personnel, corporate sponsorships, direct mailings,
targeted periodical advertising, online and broadcast advertising, partnerships
and various promotional campaigns.



     Our executive offices are located at 809 Aquidneck Avenue, Newport, Rhode
Island 02482 and our telephone number is (401) 845-8800. Our web site is located
at www.collegelink.com. Information contained on our web site is not part of
this prospectus.


                                        4
<PAGE>   6


                                  THE OFFERING



Common stock offered by Cytation....     -- shares



Common stock to be outstanding after
the offering(1).....................     -- shares



Use of proceeds.....................     We intend to use our net proceeds for
                                         the acquisitions of Student Success and
                                         Online Scouting Network, general
                                         corporate purposes, including working
                                         capital, expansion of our sales and
                                         marketing programs and in acquisitions
                                         of and investments in complementary
                                         businesses. See "Use of Proceeds."



Over-the-Counter Electronic Bulletin
Board Symbol........................     CYTA



Proposed Nasdaq National Market
symbol..............................     CLNK

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

(1) The number of shares of common stock to be outstanding after the offering
    excludes (a) -- shares of the underwriters' over-allotment option, (b) --
    shares of common stock reserved for issuance upon exercise of the
    representative's warrant, (c) options outstanding at September 30, 1999 to
    purchase 1,716,185 shares of common stock, and 925,000 shares reserved for
    future grants under our option plans at September 30, 1999 (d) 890,000
    shares of common stock issuable upon conversion of 890,000 shares of Series
    A Convertible Preferred Stock outstanding at September 30, 1999, (e) 550,369
    shares of common stock issuable upon conversion of 279,771 shares of Series
    B Convertible Preferred Stock outstanding at September 30, 1999 (assuming
    the maximum number of shares of common stock issuable upon such conversion),
    (f) 1,000,000 shares of common stock issuable upon conversion of 1,000,000
    shares of Series C Convertible Preferred Stock outstanding at September 30,
    1999, and (g) warrants to purchase 755,803 shares of common stock
    outstanding at September 30, 1999.



                             SUMMARY FINANCIAL DATA


                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



     The following table summarizes our financial data. The data presented in
this table is derived from the "Selected Financial Data" and the financial
statements and related notes which are included elsewhere in this prospectus.
You should read those sections for a further explanation of the financial data
summarized here. The pro forma financial data presented in the table gives
effect to the proposed issuance of common stock to the stockholders of Student
Success, Inc. and Online Scouting Network. The pro forma as adjusted financial
data also gives effect to this offering.



<TABLE>
<CAPTION>
                                                              YEAR ENDED JUNE 30,
                                            -------------------------------------------------------
                                                                         PRO FORMA       PRO FORMA
                                               1998          1999       ACQUISITIONS    AS ADJUSTED
                                            ----------    ----------    ------------    -----------
<S>                                         <C>           <C>           <C>             <C>
INCOME STATEMENT
Revenues..................................  $    1,243    $      562     $    1,840
Expenses..................................       1,873         3,148          7,995
                                            ----------    ----------     ----------
Net Loss..................................  $     (630)   $   (2,586)    $   (6,155)
                                            ==========    ==========     ==========
Weighted Average Primary Shares...........   3,499,857     6,531,153      7,190,158
                                            ==========    ==========     ==========
Net Loss Per Share........................  $    (0.18)   $    (0.40)    $    (0.86)
                                            ==========    ==========     ==========
                                                                  AT JUNE 30,
                                            -------------------------------------------------------
                                                                                         PRO FORMA
                                               1998          1999           1999        AS ADJUSTED
                                            ----------    ----------    ------------    -----------
BALANCE SHEET
Current Assets............................  $      131    $    1,557     $    5,314
Total Assets..............................         358         1,807         25,005
Shareholders' Equity (Deficit)............         (69)        1,377         21,729
</TABLE>


                                        5
<PAGE>   7


                                  RISK FACTORS



     You should carefully consider the following risk factors in evaluating our
business before purchasing any of our common stock. If any of the following
events actually occurs, our business, financial condition or results of
operations would likely suffer. In this case, the market price of our common
stock could decline, and you could lose all or part of your investment in our
common stock.



                         RISKS RELATING TO OUR BUSINESS



OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING
HISTORY AS AN INTERNET COMPANY.



     One of our predecessor entities established the CollegeLink business in
1991. While we previously sold CollegeLink(R) as a computer-based service, we
are converting this business to an Internet-based service. Accordingly, the
CollegeLink business in its current form has only a very limited operating
history on which you can base your evaluation of this business. As a result, you
will find it difficult to predict our future revenues or results. In addition,
you must consider our prospects in light of the risks and uncertainties
encountered by companies in an early stage of development in a new and rapidly
evolving market such as the market for Internet-based services.


WE HAVE NEVER BEEN PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE.


     Each of our predecessors has incurred significant losses in every fiscal
period since inception. Since our recent mergers with each of these
corporations, we have continued to incur losses in the CollegeLink.com business
and our other businesses. We incurred a net loss of $630,332 in fiscal 1998 and
had a net loss of $2,586,425 in fiscal 1999. As of June 30, 1999, we had a pro
forma net loss of $6,154,936. We expect to continue to experience losses at
least for the foreseeable future, and we cannot be certain when we will become
profitable, if at all. Our failure to achieve and maintain profitability could
adversely affect the market price of our common stock.



WE FACE COMPETITION FROM COMPANIES OPERATING BUSINESSES SIMILAR TO OURS, AND OUR
FAILURE TO COMPETE SUCCESSFULLY WITH OUR CURRENT OR FUTURE COMPETITORS COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS.



     The market in which CollegeLink(R) operates is very competitive. We face
direct competition from a number of sources, the most significant of which are
Apply!, Embark.com (formerly CollegeEdge), CollegeNet, CollegeQuest and XAP.
Apply!, owned by The Princeton Review, provides a CD-based college application
product to students, primarily through a high school distribution scheme.
Embark.com, CollegeNet, CollegeQuest and XAP are Internet companies which allow
students to complete and submit college applications electronically. Our
CollegeLink(R) service also faces competition from traditional print media
companies such as The Princeton Review, Petersons, a subsidiary of Thorne
Publishing, and Kaplan Educational Centers, which provide offline information
and resources such as self help guides on college admission and selection, and
from software companies already providing packaged software to educational
institutions and professionals. Some of these companies have already moved to
provide these resources on the Internet. We also face competition from
educational not-for-profit and membership organizations such as ACT and our
partner, The College Board(R), which already provide significant online
information and other resources to students. Our partner, The College Board(R),
has recently announced plans to provide a broad range of college admissions,
test preparation and related services on the Internet.



     Students Success faces competition from a variety of sources including
other providers of self-help and educational programs such as Kaplan, Barrons,
Princeton Review, Houghton Mifflin and Learning Forum. The market in which
Online Scouting Network operates is also competitive. We are aware of three
significant competitors in its market: Athletes Online, Allstater.com and The
Recruitzone. These companies provide online college athletic recruitment
information and services. While we believe that there are barriers to entry to
the markets in which we operate, we expect that additional competitors will
enter these markets with competing products in the future. Our current or future
competitors may have greater resources, including contacts in the educational
industry, than we currently have at our disposal. Our

                                        6
<PAGE>   8


competitors may be more able to react more quickly to changes in technology in
our industry and/or to expend greater time and funds than we can to develop and
promote their products or services. Increased competition could result in
pricing pressures, reduced margins or the failure of our products and services
to achieve or maintain market acceptance. If we cannot compete effectively with
current or future competitors, our business, operating results and financial
condition could be materially adversely affected.



STUDENTS MAY BE RELUCTANT TO SUBMIT COMPUTER-BASED APPLICATIONS AND ANY
DIFFICULTY CONVINCING STUDENTS TO USE OUR SERVICE COULD MATERIALLY ADVERSELY
AFFECT OUR BUSINESS AND OPERATING RESULTS.



     College bound students may not feel comfortable using our products.
Students may feel that applications submitted electronically will not receive
the same treatment as traditional applications, they may feel insecure about
relying on an intermediary for submitting applications, or they may be unwilling
to pay the additional fees we charge for processing applications. Any of these
factors could inhibit development of a market for CollegeLink(R). If we have
difficulty developing a viable market for CollegeLink(R), our business and
operating results could be materially adversely affected.



COLLEGES AND UNIVERSITIES MAY BE UNWILLING TO DESIGNATE COLLEGELINK(R) AS A
PREFERRED OR EVEN AN ACCEPTABLE ONLINE FILING SERVICE.



     Various colleges and universities may not wish to establish a special
relationship with any particular online application service or they may not be
willing to accept online filing from any service. The adoption of such a policy
by a significant number of these institutions could have a material adverse
effect on our results of operations and financial condition.



FAILURE TO ESTABLISH RELATIONSHIPS WITH FURTHER COLLEGES AND UNIVERSITIES OR TO
MAINTAIN OUR EXISTING RELATIONSHIPS MAY AFFECT OUR ABILITY TO COMPETE IN OUR
MARKET.



     We believe our ability to successfully compete in the online college
application market is dependent upon our ability to enter into new relationships
with colleges not currently accepting CollegeLink(R) applications and to
maintain our existing relationships with a large number of colleges and
universities. If we are unable to continue to enter into new relationships with
colleges and universities not currently accepting CollegeLink(R) applications,
the growth of our business could be inhibited. Our failure to maintain our
existing relationships with colleges and universities for any reason could cause
us to lose existing and potential customers. A loss of customers or restrictions
on our ability to grow our business could have a material adverse effect on our
results of operations and financial condition.



OUR FAILURE TO MANAGE OUR EXPANDING OPERATIONS SUCCESSFULLY COULD ADVERSELY
AFFECT OUR BUSINESS.



     If we are to be successful, we must expand our operations. We have
experienced significant growth in our revenues and employee base as a result of
acquisitions. This growth creates new and increased management and training
responsibilities for our employees. This growth also increases the demands on
our internal systems, procedures and controls, and on our managerial,
administrative, financial, marketing and other resources. We depend heavily upon
the managerial, operational and administrative skills of our officers to manage
this growth. Nonetheless, new responsibilities and demands may adversely affect
the overall quality of our work. Any failure on our part to improve our internal
systems, procedures and controls, to attract, train, motivate, supervise and
retain additional professional, managerial, administrative, financial, marketing
and other personnel, or otherwise to manage growth successfully could have a
material adverse effect on our business, financial condition and results of
operations.



WE MAY HAVE DIFFICULTY INTEGRATING THE BUSINESSES OF ECI, STUDENT SUCCESS AND
OTHER BUSINESSES WHICH WE EXPECT TO ACQUIRE.



     On August 10, 1999, we acquired ECI, Inc. ECI became our wholly-owned
subsidiary. We continue to operate it as a subsidiary, now renamed
CollegeLink.com Incorporated. CollegeLink.com provides online college admission,
scholarship and financial aid application services. On October 20, 1999, we
signed a


                                        7
<PAGE>   9


definitive agreement to acquire Student Success, Inc. Student Success offers
onsite high school and college preparatory programs for students and their
families under its Making College Count(R) and Making High School Count(TM)
trademarks. On August 18, 1999, we signed a letter of intent to acquire Online
Network, L.L.C. d/b/a Online Scouting Network, an Internet-based company that
operates the Online Scouting Network and provides student-athlete recruiting
services at its web site, http://www.osn.com. Both of our pending acquisitions
are subject, among other things, to certain usual and customary closing
conditions. No assurance can be given to you that we will complete these
acquisitions.



     We cannot assure you that we will be able to absorb and effectively manage
the acquisition of ECI and, assuming their completion, the acquisitions of
Student Success and Online Scouting. There can be no assurance that we will be
able to develop, market and sell our CollegeLink(R) products and services and
the products and services of Student Success and Online Scouting successfully.
The difficulty and management distraction inherent in integrating each acquired
business, the substantial charges expected to be incurred in connection with
each acquisition, including costs of integrating each business and transaction
expenses arising from each acquisition, the risks of entering markets in which
we have no or limited direct prior experience, the potential loss of key
employees of each acquired company and the risk that the benefits sought in each
acquisition will not be fully achieved, could have a material adverse effect on
our business, operating results and financial condition.



WE ARE DEPENDENT UPON CERTAIN KEY PERSONNEL WHOSE SERVICES COULD BE DIFFICULT TO
REPLACE.



     Our future success depends to a significant degree on the skills,
experience and efforts of our key executive officers and key marketing and
management personnel such as our Chairman, Richard Fisher, our President, Kevin
High and our Senior Vice President and President of CollegeLink.com., Thomas
Burgess, all of whom currently devote their full time to our business and would
be difficult to replace if they left our employment. While we have employment
agreements with the foregoing individuals, such agreements do not guarantee
their continued employment with us. While we also have noncompetition agreements
with these individuals, there is no assurance that the noncompetition agreements
will be enforceable. The loss of the services of any of the foregoing
individuals could have a material adverse effect on our business, operating
results and financial condition. We maintain a key person life insurance policy
covering Mr. High for our benefit but do not have similar insurance coverage for
any other employee.



OUR INABILITY TO HIRE AND RETAIN SKILLED PERSONNEL COULD HARM OUR BUSINESS.



     Qualified personnel are in great demand throughout the software and
Internet start-up industries. Our success depends in large part upon our ability
to attract, train, motivate and retain highly skilled sales and marketing
personnel, web designers, software engineers and other senior personnel. Our
inability to attract and retain the highly trained technical personnel that are
integral to our direct sales, product development, service and support teams may
limit the rate at which we can generate sales and develop new products and
services or product and service enhancements. This could have a material adverse
effect on our business, operating results and financial condition.



SEASONAL FACTORS MAY CAUSE OUR OPERATING RESULTS TO FLUCTUATE AND WE MAY NOT BE
ABLE TO GENERATE SUFFICIENT REVENUE IN CERTAIN PERIODS TO OFFSET EXPENSES IN
THOSE PERIODS.



     Because our CollegeLink business derives from the college application
process which occurs in the fall, winter, and early spring, revenue from our
CollegeLink(R) products and services has historically been much lower during the
late spring and summer months, and we expect this trend to continue. This
seasonality of the CollegeLink business may cause our revenue and operating
results to fluctuate significantly in the future and to be difficult to predict.
In such an event, the price of our common stock could decline.


                                        8
<PAGE>   10


IF OUR ONLINE SERVERS BECAME UNAVAILABLE, WE COULD LOSE CUSTOMERS.



     We could lose existing or potential customers for our online CollegeLink(R)
business if they do not have ready access to our online servers, or if our
online servers and computer systems do not perform reliably and to our
customers' satisfaction. Network interruptions or other computer system
shortcomings, such as inadequate capacity, could reduce customer satisfaction
with our services or prevent customers from accessing our services and seriously
damage our reputation.



     As the number of students and colleges and universities using
CollegeLink(R) online increases, we will need to expand and upgrade the
technology underlying our CollegeLink(R) services. We may be unable to predict
accurately changes in the volume of user traffic and therefore may be unable to
expand and upgrade our systems and infrastructure in time to avoid system
interruptions. System interruptions will affect the quality of our services we
provide to our existing customers and may cause us to lose customers. In
addition, we may need to divert significant resources to expand and upgrade our
existing systems and infrastructure to meet any increase in user demand. This
could have a material adverse effect on our business, results of operations and
financial condition.



     Although we are planning to provide a redundant server capability in
another geographic area, all of our computer and communications equipment is
currently located in Newport, Rhode Island. This equipment is vulnerable to
interruption or damage from fire, flood, power loss, telecommunications failure
and earthquake. Some of the components of our computer and communication systems
do not have immediate automatic backup equipment. The failure of any of these
components could result in down time for our server and could seriously harm our
business. Our property damage and business interruption insurance may not
protect us from any loss that we may suffer.


     Our computer and communications systems are also vulnerable to computer
viruses, physical or electronic break-in and other disruptions. These problems
could lead to interruptions, delays, loss of data or the ineffective operation
of our server. Any of these outcomes could seriously harm our business.

WE COULD LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR SYSTEMS OR MATERIAL
THIRD-PARTY SYSTEMS ARE NOT YEAR 2000 COMPLIANT.


     Many currently installed computer systems and software products accept only
two digits to identify the year in any date. Thus, the year 2000 will appear as
"00," which a system or software might consider to be the year 1900 rather than
the year 2000. This error could result in system failures, delays or
miscalculations that disrupt our operations. The failure of our internal
systems, the systems of any companies we acquire, or any material third-party
systems, to be year 2000 compliant could result in significant liabilities and
could seriously harm our business.


     We have conducted a review of our business systems, including our computer
systems. We have taken steps to remedy potential problems, but have not yet
developed a comprehensive year 2000 contingency plan. There can be no assurance
that we will identify all year 2000 problems in our computer systems before they
occur or that we will be able to remedy any problems that are discovered.

     We have also queried many of our customers, vendors and resellers as to
their progress in identifying and addressing problems that their computer
systems may face in correctly interrelating and processing date information as
the year 2000 approaches and is reached. We have received responses from several
of these parties, but there can be no assurance that we will identify all such
year 2000 problems in the computer systems of our customers, vendors or
resellers before they occur or that we will be able to remedy any problems that
are discovered.


     Our efforts to identify and address year 2000 problems, and the expenses we
may incur as a result of such problems, could have a material adverse effect on
our business, financial condition and results of operations. We expect that
costs to address the year 2000 issue, directly or indirectly, will total about
$15,000, the majority of which was spent in fiscal 1998 and 1999, with the
remainder being spent during fiscal 2000. To date, we have incurred expenses of
about $12,000 related to the assessment of and


                                        9
<PAGE>   11


preliminary efforts in dealing with the year 2000 issue. We cannot assure you
that these costs will not be significantly higher.



     In addition, the revenue stream and financial stability of existing
customers may be adversely impacted by year 2000 problems, which could cause
fluctuations in our revenue. If we fail to identify and remedy year 2000
problems, we could also be at a competitive disadvantage relative to companies
that have corrected such problems. It is also possible that concerns over year
2000 problems could cause potential customers for our products and services to
lose confidence in computer-based solutions to college applications needs. Any
of these outcomes could have significant adverse effects on our business,
financial condition and results of operations.



WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS AND
ASSERTING OUR INTELLECTUAL PROPERTY RIGHTS MAY SUBJECT US TO LITIGATION WHICH
COULD HARM OUR OPERATING RESULTS.



     Our success depends to a significant degree upon the protection of our
proprietary technology and other intellectual property rights including our
rights in our CollegeLink(R) software. The unauthorized reproduction or other
misappropriation of our proprietary technology or use of our other intellectual
property rights could enable third parties to benefit from our technology and
other intellectual property rights without paying us for it. This could have a
material adverse effect on our business, operating results and financial
condition.



     Although we have taken steps to protect our proprietary technology and
other intellectual property, they may be inadequate. We do not know whether we
will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries are uncertain and still evolving. Moreover, the laws of some foreign
countries are uncertain and may not protect intellectual property rights to the
same extent as the laws of the United States.



     If we resort to legal proceedings to enforce our intellectual property
rights, the proceedings could be burdensome and expensive and could involve a
high degree of risk.



WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT AND OTHER CLAIMS FROM THIRD
PARTIES IN CONNECTION WITH THE USE OF OUR TECHNOLOGY WHICH COULD REQUIRE US TO
INCUR SUBSTANTIAL COSTS AND DIVERT OUR RESOURCES FROM OUR BUSINESS.



     Although we attempt to avoid infringing known proprietary rights of third
parties, we are subject to the risk of claims alleging infringement of third
party proprietary rights. If we were to discover that any of our products
violated third party proprietary rights, there can be no assurance that we would
be able to obtain licenses on commercially reasonable terms to continue offering
the product without substantial reengineering or that any effort to undertake
such reengineering would be successful. We do not conduct comprehensive patent
searches to determine whether the technology used in our products infringes
patents held by third parties. In addition, product development is inherently
uncertain in a rapidly evolving technological environment in which there may be
numerous patent applications pending, many of which are confidential when filed,
with regard to similar technologies.



     Any claim of infringement could cause us to incur substantial costs
defending against the claim, even if the claim is invalid, and could distract
our management from our business for periods of time. Furthermore, a party
making such a claim could secure a judgment that requires us to pay substantial
damages. A judgment could also include an injunction or other court order that
could prevent us from selling our products. Any of these events could have a
material adverse effect on our business, operating results and financial
condition.


                                       10
<PAGE>   12


                         RISKS RELATING TO OUR INDUSTRY



WE DEPEND ON THE CONTINUED GROWTH OF THE INTERNET AND ANY DECREASE IN CONSUMER
USE OF THE INTERNET OR THE GROWTH OF THE INTERNET COULD HARM OUR BUSINESS.



     Our ability to generate revenues is substantially dependent upon continued
growth in the acceptance and use of the Internet and the infrastructure for
providing Internet access and carrying Internet traffic. We cannot be certain
that the necessary infrastructure or complementary products or services will be
developed or that the Internet will prove to be a viable commercial marketplace.
To the extent that the Internet continues to experience significant growth in
the level of use and the number of users, there can be no assurance that the
infrastructure will continue to be able to support the demands placed upon it by
such potential growth. In addition, delays in the development or adoption of new
standards or protocols required to handle increased levels of Internet activity,
increased governmental regulation or taxation of Internet commerce may restrict
the growth of the Internet. If the necessary infrastructure or complementary
products and services are not developed or if the Internet does not become a
viable commercial marketplace, it would have a material adverse effect on our
business, operating results and financial condition.


OUR BUSINESS MAY BE HARMED BY THE SECURITY RISKS RELATED TO INTERNET COMMERCE.


     A significant barrier to submission of personal data in college
applications over the Internet is the secure transmission of confidential
information over public networks. Internet companies rely on encryption and
authentication technology to provide the security and authentication necessary
to effect secure transmission of confidential information. There can be no
assurance that advances in computer capabilities, new discoveries in the field
of cryptography or other developments will not result in a compromise or breach
of the algorithms used by companies to protect consumer transaction data. If any
such compromise of this security were to occur, it could have a material adverse
effect on our potential clients, business, prospects, financial condition and
results of operations. A party who is able to circumvent security measures could
misappropriate proprietary information or cause interruptions in operations. We
may be required to expend significant capital and other resources to protect
against such security breaches or to alleviate problems caused by such breaches.


     Concerns over the security of transactions conducted on the Internet and
the privacy of users may also hinder the growth of online services generally. To
the extent that our activities or third-party contractors involve the storage
and transmission of proprietary information, such as credit card numbers, or
personal data information, security breaches could damage our reputation and
expose us to a risk of loss or litigation and possible liability. We cannot be
sure that our security measures will not prevent security breaches or that
failure to prevent such security breaches will not have a material adverse
effect on our business.


                        RISKS RELATING TO THIS OFFERING



OUR EXISTING PRINCIPAL SHAREHOLDERS WILL CONTINUE TO EXERCISE SIGNIFICANT
CONTROL OF CYTATION.



     Of our outstanding 9,846,340 shares of common stock, our principal
shareholders, officers and directors beneficially own 3,784,492 shares or about
29 percent of our common stock prior to this offering and following this
offering will own about -- percent of our common stock. In addition, our
officers and directors have currently exercisable options to purchase 402,369
shares of our common stock. As a result, they may have the ability to control
and direct our affairs and business. Such concentration of ownership may also
have the effect of delaying, deferring or preventing a change in control in
Cytation.


                                       11
<PAGE>   13


THERE HAS BEEN LITTLE PREVIOUS PUBLIC MARKET FOR OUR STOCK, AND IF SUCH A MARKET
DOES DEVELOP, OUR STOCK PRICE COULD POTENTIALLY BE VOLATILE.



     Although our common stock is quoted on the Over-the-Counter Electronic
Bulletin Board, there has been little public market for the common stock, and
there can be no assurance that an active trading market will develop or be
sustained. At a future date, provided a public market for the stock does
develop, the market price of the shares of common stock is likely to be highly
volatile and may be significantly affected by factors such as fluctuations in
our operating results, announcements of technological innovations or new
products and/or services by us or our competitors, governmental regulatory
action, developments with respect to proprietary rights and general market
conditions.



WE WILL HAVE BROAD DISCRETION IN USING THE PROCEEDS OF THIS OFFERING.



     We intend to use all of our proceeds from this offering for the acquisition
of Student Success, working capital and general corporate purposes, including
other potential acquisitions. Accordingly, we will have broad discretion in
using our proceeds. You will not have the opportunity to evaluate the economic,
financial or other information that we will use to determine how to use our
proceeds.



FUTURE SALES OF COMMON STOCK BY EXISTING SECURITY HOLDERS COULD DEPRESS THE
MARKET PRICE FOR THE COMMON STOCK.



     Sales of substantial amounts of the common stock in the public market, or
the prospect of such sales, could depress the prevailing market price of the
common stock and our ability to raise equity capital in the future. Upon
completion of this offering, we will have outstanding -- shares of common stock,
warrants and options to purchase 2,471,988 shares and 2,440,369 shares issuable
upon conversion of our preferred stock (assuming the maximum number of shares to
be issued upon conversion). Of these shares, -- shares of common stock and
4,912,357 shares issuable upon exercise of warrants and options and conversion
of our preferred stock (assuming the maximum number of shares to be issued upon
conversion) will be restricted shares under the Securities Act of 1933, as
amended. The common stock in this offering will be immediately eligible for sale
in the public market without restriction on the date of the prospectus. Taking
into account the lock-up agreements and the restrictions of Rules 144, 144(k)
and 701 promulgated under the Securities Act, all of the restricted shares will
be available for sale in the public market beginning twelve months from the date
of this prospectus.



YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF YOUR INVESTMENT.



     If you buy the common stock you will incur immediate and substantial
dilution of about $-- per share, or --% of your investment in the common stock
(at a public offering price of $-- per share), in that the net tangible book
value of the common stock after this offering will be about $-- per share of
common stock.


ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT HOLDERS OF COMMON STOCK OR
DELAY OR PREVENT CORPORATE TAKE-OVER.


     Our certificate of incorporation provides that we may issue preferred stock
from time to time in one or more series. Our Board of Directors is authorized to
determine the rights, preferences, privileges and restrictions granted to and
imposed upon any wholly unissued series of preferred stock and the designation
of any such shares, without any vote or action by our shareholders. The Board of
Directors may authorize and issue preferred stock with voting power or other
rights that could adversely affect the voting power or other rights of the
holders of common stock. In addition, the issuance of preferred stock could have
the effect of delaying, deferring or preventing a change in control, because the
terms of preferred stock that might be issued could potentially prohibit the
consummation of any merger, reorganization, sale of substantially all of its
assets, liquidation or other extraordinary corporate transaction without the
approval of the holders of the outstanding shares of the preferred stock.


                                       12
<PAGE>   14


OUR CHARTER, BY-LAWS AND NEW YORK LAW MAY DETER TAKE-OVERS.



     Our certificate of incorporation, by-laws and New York law contain
provisions that could have anti-takeover effects and that could discourage,
delay or prevent a change in control of Cytation or an acquisition of Cytation
at a price that many stockholders may find attractive. These provisions may also
discourage proxy contests and make it more difficult for stockholders of
Cytation to take some corporate actions, including the election of directors.
The existence of these provisions could limit the price that investors might be
willing to pay in the future for shares of our common stock.



                           FORWARD-LOOKING STATEMENTS



     Statements in this prospectus that are not purely historical, such as
statements regarding our expectations, beliefs, intentions, plans and strategies
regarding the future, are forward-looking statements. These statements are only
predictions, and they involve risks, uncertainties and assumptions that could
cause our actual results to differ materially from the results we express in the
forward-looking statements, including those risks and uncertainties discussed
under "Risk Factors." This section includes important factors that could cause
or contribute to these differences. We cannot guarantee the results expressed in
any forward-looking statement. We have based all forward-looking statements on
information available to us on the date of this prospectus and we have no
obligation to update any forward-looking statement.


                                       13
<PAGE>   15


                                USE OF PROCEEDS



     We estimate that the net proceeds from the sale of the -- shares of common
stock we are offering, after deducting the estimated underwriting discount and
estimated offering expenses payable by us and assuming a public offering price
of $-- per share, will be about $-- million, or about $-- million if the
underwriters exercise their over-allotment option in full.



     We intend to use the net proceeds from the offering for the acquisitions of
Student Success and Online Scouting Network, general corporate purposes,
including working capital, expansion of our sales and marketing programs and in
acquisitions of and investments in complementary businesses. Accordingly, we
will have broad discretion in the application of the net proceeds. We have
recently signed a definitive agreement to acquire Student Success, Inc. and a
letter of intent to acquire Online Scouting Network. Pending the foregoing uses,
we intend to invest the net proceeds from the offering in investment-grade,
interest-bearing instruments. While the net proceeds are so invested, the
interest earned by us on such proceeds will be limited by available market
rates. We intend to invest and use such proceeds so as not to be considered an
"investment company" under the Investment Company Act of 1940, as amended.



                          PRICE RANGE OF COMMON STOCK



     Our common stock has been publicly traded on the Over-the-Counter
Electronic Bulletin Board under the symbol CYTA since March 18, 1999. The
following table sets forth, for the periods indicated, the high and low closing
sales prices per share for the common stock as quoted on the Over-the-Counter
Electronic Bulletin Board.



<TABLE>
<CAPTION>
                                                               PRICE RANGE OF
                                                                COMMON STOCK
                                                              ----------------
                                                               HIGH      LOW
                                                              ------    ------
<S>                                                           <C>       <C>
FISCAL 1999:
Third Quarter ending March 31, 1999 (commencing March 18,
  1999).....................................................  $7.500    $5.375
Fourth Quarter ending June 30, 1999.........................  $9.906    $6.125

FISCAL 2000:
First Quarter ending September 30, 1999.....................  $6.875    $4.188
Second Quarter ending December 31, 1999 (through October 15,
  1999).....................................................  $6.750    $5.000
</TABLE>



     On October 15, 1999, the closing price of our common stock as quoted on the
Over-the-Counter Electronic Bulletin Board was $6.5625. On that date, we had
about 1,400 holders of record of the common stock. This number does not include
stockholders for whom shares were held in a "nominee" or "street" name.



                                DIVIDEND POLICY



     We have never declared or paid any dividends on our common stock. We
currently intend to retain any future earnings to finance operations and
expansion of our business and therefore do not anticipate paying any cash
dividends in the foreseeable future. The payment of future dividends, if any,
will depend, among other things, on our results of operations, cash flows and
financial condition and on such other factors as our Board of Directors may, in
its discretion, consider relevant.


                                       14
<PAGE>   16


                                 CAPITALIZATION



     The following table sets forth our capitalization as of September 30, 1999,
on an actual basis, on a pro forma basis as if the acquisitions of Student
Success, Inc. and Online Scouting Network had occurred as of September 30, 1999,
and as adjusted to reflect the completion of the foregoing acquisitions and the
sale by us of -- shares of common stock in this offering (at an offering price
of $ -- per share and after deducting estimated underwriting discounts and
commissions and offering expenses payable by us) and the application of the
estimated net proceeds from this offering. You should read the following in
conjunction with the more detailed financial statements and related notes
included elsewhere in this prospectus.



<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30, 1999
                                                      ---------------------------------------------
                                                                       PRO FORMA       PRO FORMA AS
                                                        ACTUAL      ACQUISITIONS(1)      ADJUSTED
                                                      ----------    ---------------    ------------
<S>                                                   <C>           <C>                <C>
SHAREHOLDERS' EQUITY:
Series A Convertible Preferred Stock, $4.00 stated
  value, par value $0.01 per share; 2,500,000 shares
  authorized, and 890,000 shares issued and
  outstanding.......................................  $3,560,000
Series B Convertible Preferred Stock, $7.625 stated
  value, par value $0.01 per share; 300,000 shares
  authorized, and 279,771 shares issued and
  outstanding.......................................  $2,133,254
Series C Convertible Preferred Stock $4.00 stated
  value, par value $0.01 per share; 1,000,000 shares
  authorized, and 1,000,000 shares issued and
  outstanding.......................................  $4,000,000
Common Stock, par value $0.001 per share;
  100,000,000 shares authorized and 9,846,340 shares
  issued and outstanding, actual;      shares issued
  and outstanding, pro forma;      shares issued and
  outstanding, pro forma as adjusted(2).............   9,846,340
Additional paid-in capital..........................  $2,459,718
Retained earnings (accumulated deficit).............
          Total shareholders' equity................
          Total capitalization......................
</TABLE>


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

(1) This amount takes into account the -- and 225,000 shares of common stock
    proposed to be issued to the stockholders of Student Success, Inc. and
    Online Scouting Network, respectively, in connection with the acquisition of
    these companies.



(2) Does not give effect to an aggregate of up to -- shares of common stock as
    follows: (a) -- shares issuable upon exercise of the underwriters'
    over-allotment option; (b) -- shares of common stock reserved for issuance
    upon exercise of the representative's warrant, (c) 1,716,185 shares of
    common stock reserved for issuance upon the exercise of options outstanding,
    and 925,000 shares of common stock reserved for future grants under our
    option plans, (d) 755,803 shares of common stock reserved for issuance upon
    exercise of outstanding warrants, (e) 890,000 shares of common stock
    issuable upon conversion of 890,000 shares of Series A Convertible Preferred
    Stock outstanding, (f) 550,369 shares of common stock issuable upon
    conversion of 279,771 shares of Series B Convertible Preferred Stock
    outstanding (assuming the maximum number of shares of common stock issuable
    upon such conversion), and (g) 1,000,000 shares of common stock issuable
    upon conversion of 1,000,000 shares of Series C Convertible Preferred Stock
    outstanding. See "Underwriting," "Certain Relationships and Related
    Transactions" and "Management -- Benefit Plans." In September 1999, no
    options to purchase shares of our common stock were exercised.


                                       15
<PAGE>   17


                                    DILUTION



     The pro forma net tangible book value of our common stock as of September
30, 1999 was approximately $ --, or $ -- per share of common stock. Pro forma
net tangible book value per share represents the amount of our total tangible
assets less total liabilities, divided by -- shares of common stock outstanding
as of September 30, 1999 after giving effect to the proposed issuance of common
stock to the stockholders of Student Success, Inc. and Online Scouting Network
in connection with our acquisition of those companies.



     Pro forma net tangible book value dilution per share represents the
difference between the amount per share paid by new investors who purchase
shares of common stock in this offering and the pro forma net tangible book
value per share of common stock immediately after completion of this offering.
After giving effect to the sale of -- shares of common stock in this offering at
an offering price of $ -- per share, after deduction of estimated underwriting
discounts and commissions and offering expenses, the pro forma net tangible book
value of the Company at September 30, 1999 would have been $ -- or $ -- per
share.



     This represents an immediate increase in pro forma net tangible book value
of $ -- per share to existing shareholders, and an immediate dilution in net pro
forma tangible book value of $ -- per share to new investors in this offering,
as illustrated in the following table:



<TABLE>
<S>                                                           <C>     <C>
Assumed offering price per share(1)...............................    $ --
  Net tangible book value per share at September 30, 1999...  $ --
  Increase per share attributable to new investors..........  $ --
                                                              ----
Pro forma net tangible book value per share after this
  offering(2).....................................................    $ --
                                                                      ----
Dilution per share to new investors(3)............................    $ --
                                                                      ====
</TABLE>


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

(1) Before deduction of estimated underwriting discounts and commissions and
    offering expenses to be paid by us.



(2) Does not give effect to an aggregate of up to -- shares of common stock as
    follows: (a) -- shares issuable upon exercise of the underwriters'
    over-allotment option; (b) -- shares of common stock reserved for issuance
    upon exercise of the representative's warrant, (c) 1,716,185 shares of
    common stock reserved for issuance upon the exercise of options outstanding,
    and 925,000 shares of common stock reserved for future grants under our
    option plans at September 30, 1999, (d) 755,803 shares of common stock
    reserved for issuance upon exercise of outstanding warrants, (e) 890,000
    shares of common stock issuable upon conversion of 890,000 shares of Series
    A Convertible Preferred Stock outstanding at September 30, 1999, (f) 550,369
    shares of common stock issuable upon conversion of 279,771 shares of Series
    B Convertible Preferred Stock outstanding at September 30, 1999 (assuming
    the maximum number of shares of common stock issuable upon such conversion),
    and (g) 1,000,000 shares of common stock issuable upon conversion of
    1,000,000 shares of Series C Convertible Preferred Stock outstanding at
    September 30, 1999. See "Underwriting," "Certain Relationships and Related
    Transactions" and "Management -- Benefit Plans."



(3) Represents dilution of about --% to purchasers of the shares of common stock
    in this offering.


                                       16
<PAGE>   18


     The following table summarizes as of September 30, 1999, on a pro forma
basis to reflect the same adjustments described above, the number of shares of
common stock sold by us, the total consideration paid and the average price per
share paid by (i) the existing holders of common stock and (ii) the new
investors in the offering, assuming the sale of -- shares of common stock by us
at an offering price of $ -- per share. The calculations are based upon total
consideration given by new and existing shareholders, before any deduction of
estimated underwriting discounts and commissions and offering expenses.



<TABLE>
<CAPTION>
                                        SHARES PURCHASED       TOTAL CONSIDERATION
                                      --------------------    ----------------------    AVERAGE PRICE
                                      NUMBER    PERCENTAGE     AMOUNT     PERCENTAGE      PER SHARE
                                      ------    ----------    --------    ----------    -------------
<S>                                   <C>       <C>           <C>         <C>           <C>
Existing shareholders...............                   %      $                     %     $
New Investors.......................                   %      $                           $
                                      ------                  --------    ----------
          Total(1)..................              100.0%      $           $    100.0%
                                      ======      =====       ========    ==========
</TABLE>


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

(1) The foregoing table does not give effect to the items described in footnotes
    (1) and (2) to the previous dilution table.


                                       17
<PAGE>   19


                            SELECTED FINANCIAL DATA



     The following selected financial data for the six months ended June 30,
1996 and as of June 30, 1997, 1998 and 1999 and for each of the three years in
the period ended June 30, 1999 are derived from our financial statements
included in this prospectus, which have been audited by Radin, Glass & Co., LLP,
independent accountants. You should read the following information in
conjunction with our financial statements and related notes and the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section appearing elsewhere in this prospectus. The pro forma net
loss per common share data gives effect to the conversion of all series of
preferred stock outstanding as of June 30, 1999 into common stock. The
historical results are not necessarily indicative of results to be expected for
future periods.



<TABLE>
<CAPTION>
                                            PERIOD FROM
                                             INCEPTION
                                           (JANUARY 29,                 YEAR ENDED JUNE 30,
                                         1996) TO JUNE 30,    ---------------------------------------
                                               1996              1997          1998          1999
                                         -----------------    ----------    ----------    -----------
<S>                                      <C>                  <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
Net Revenue:
  Development of proprietary
     technology........................     $       --        $       --    $  500,000    $        --
  Online training service revenues.....             --                --            --        162,884
  Web site hosting.....................          6,921            82,971       210,700        235,522
  Other revenues.......................         36,744           376,754       533,183        163,515
                                            ----------        ----------    ----------    -----------
                                                43,665           459,725     1,243,883        561,921
                                            ----------        ----------    ----------    -----------
OPERATING EXPENSES:
  Payroll, payroll taxes and related
     benefits..........................         37,177           589,356     1,018,786      1,173,439
  Investor relations...................             --                --            --        376,824
  Depreciation and amortization........             --            66,949        93,554        131,545
  Advertising..........................          6,678           127,155        13,268         49,428
  Other general and administrative
     expenses..........................         61,772           558,978       741,028      1,375,057
                                            ----------        ----------    ----------    -----------
  Total Costs and Expenses.............        105,627         1,342,438     1,866,636      3,106,293
Loss From Operations...................        (61,962)         (882,713)     (622,753)    (2,544,372)
Interest Expense.......................             --             5,786         7,579         42,053
                                            ----------        ----------    ----------    -----------
Net Loss...............................     $  (61,962)       $ (888,499)   $ (630,332)   $(2,586,425)
                                            ==========        ==========    ==========    ===========
Net Loss Per Common Share..............     $    (0.06)       $    (0.29)   $    (0.18)   $     (0.40)
                                            ==========        ==========    ==========    ===========
Weighted Average Primary Number of
  Shares Outstanding...................      1,076,452         3,033,036     3,499,857      6,531,153
                                            ==========        ==========    ==========    ===========
Pro Forma Net Loss Per Common Share....             --                --            --          (0.86)
Pro Forma Weighted Average Shares
  Outstanding..........................             --                --            --      7,190,158
</TABLE>



<TABLE>
<CAPTION>
                                                                  AT JUNE 30,
                                            --------------------------------------------------------
                                                1996            1997          1998          1999
                                            -------------    ----------    ----------    -----------
<S>                                         <C>              <C>           <C>           <C>
BALANCE SHEET DATA:
Working Capital (Deficit).................   $  (78,273)     $ (168,485)   $ (286,580)   $ 1,126,168
Total Assets..............................       44,057         373,576       358,189      1,806,996
Long-Term Liabilities.....................       15,914          13,086         9,580             --
Shareholders' Equity (Deficit)............      (24,607)         78,089       (69,321)     1,376,652
</TABLE>


                                       18
<PAGE>   20


                      MANAGEMENT'S DISCUSSION AND ANALYSIS


                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



     You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with "Selected Financial
Data" and Cytation's financial statements and related notes appearing elsewhere
in this prospectus.



CORPORATE BACKGROUND



     On February 2, 1999, the Board of Directors of an inactive public company
voted to change the name of that company to Cytation.com Incorporated. On
February 8, 1999, the Board of Cytation.com Incorporated voted to effect a
one-for-two reverse stock split which became effective on February 25, 1999. On
March 5, 1999, Cytation Corporation, a Rhode Island corporation (formerly known
as Web Services International, Inc.) and the provider of a browser-based online
training system, was merged into Cytation.com Incorporated. In the merger, each
share of Cytation Corporation was converted into 5.765 shares of common stock of
Cytation.com Incorporated. A total of 7,081,028 shares of Cytation.com
Incorporated were issued as a result of this merger.



     Although Cytation.com Incorporated is the surviving entity from the merger
of March 5, 1999, in accordance with applicable SEC accounting requirements, we
are the successor to Cytation Corporation which was the disappearing entity in
the March 5, 1999 merger.



     On August 10, 1999, Cytation.com Incorporated acquired ECI, Inc., a
Massachusetts corporation and provider of online college application services.
ECI was merged into Cytation.com Incorporated's wholly owned subsidiary,
CollegeLink.com Incorporated. CollegeLink.com Incorporated remains a wholly
owned subsidiary of Cytation.com Incorporated.



RESULTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                          PRO FORMA
                                                        YEAR ENDED JUNE 30,             ACQUISITIONS
                                              ---------------------------------------    (UNAUDITED)
                                                                                         YEAR ENDED
                                                 1997          1998          1999       JUNE 30, 1999
                                              -----------   -----------   -----------   -------------
<S>                                           <C>           <C>           <C>           <C>
Net revenue:
  Development of proprietary technology.....  $        --   $   500,000   $        --    $        --
  Online training service revenues..........           --            --       162,884             --
  Website hosting...........................       82,971       210,700       235,522             --
  Other revenues............................      376,754       533,183       163,515             --
  Revenues related to acquisitions..........           --            --            --      1,839,840
                                              -----------   -----------   -----------    -----------
                                                  459,725   $ 1,243,883   $   561,921    $ 1,839,840
                                              -----------   -----------   -----------    -----------
Operating expenses:
  Payroll, payroll taxes and related
     benefits...............................  $   589,356   $ 1,018,786   $ 1,173,439    $ 1,967,153
  Investor relations........................           --            --       376,824      1,000,290
  Depreciation and amortization.............       66,949        93,554       131,545        241,153
  Advertising...............................      127,155        13,268        49,428        121,801
  Other general and administrative
     expenses...............................      558,978       741,028     1,375,057      2,450,123
  Amortization of goodwill..................           --            --            --      1,919,454
                                              -----------   -----------   -----------    -----------
  Total operating expenses..................  $(1,342,438)  $(1,866,636)  $(3,106,293)   $(7,699,974)
                                              -----------   -----------   -----------    -----------
Interest Expense............................        5,786         7,579        42,053        294,803
Net income (loss)...........................  $   888,499   $  (630,332)  $(2,586,425)   $(6,154,936)
                                              ===========   ===========   ===========    ===========
</TABLE>



FISCAL YEAR ENDED JUNE 30, 1999 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1998



     Net Revenue.  Net revenue shows the significance of the shift in our
business focus over the past year. In the first part of 1998 and in prior years
our principal business was the development and sales of


                                       19
<PAGE>   21


other services related to the hosting of web content, which accounted for
approximately $743,883 of our revenue. During the latter half of fiscal year
1998, we began development of an online training management system. The $500,000
of revenue for development of proprietary technology was the result of a joint
venture with EER Systems Inc., a Washington, D.C. systems integrator ("EER").
This joint venture ultimately resulted in EER acquiring in excess of 10% of our
shares. While we maintain web hosting services for certain clients, we no longer
provide website development services. A significant portion of our fiscal year
1999 revenue was derived from the online training services.



     We expect future revenue will derive from the operations of CollegeLink.com
and the continued development of the CollegeLink(R) Internet-based college
admission service and Internet hub.



     Operating Expenses.  Operating expenditures for the year ended June 30,
1999 were 68% greater than the previous year. This increase is attributable to
the fact that we changed our principal business during the year. In addition, a
significant amount of increased cost was related to software development of our
online training management system. Another reason for the increase in operating
expenses was the merger completed on March 5, 1999 with Cytation Corporation. A
major portion of the increase in operating expenses resulted from increased
legal, professional and investor relations services required to complete the
merger. Operating expenses are expected to increase substantially in the future
as we increase our marketing effort, and as sales increase, as we believe will
occur.



FISCAL YEAR ENDED JUNE 30, 1998 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1997



     In April 1997 we sold the assets related to our Internet service provider
("ISP") business. Final consideration from that sale was received in November
1998. In fiscal 1998, we discontinued our website development business. During
the quarter ended June 30, 1999, we did not receive any revenue from website
development or operations as an ISP, nor did we have any expenses associated
with those former components of our business. No future operations as an ISP or
website developer are contemplated. In the fiscal year ended June 30, 1997, 37%
of revenue was derived from subscriber access (internet dial up service), 24% of
revenue was derived from website origination and a development, 18% of revenue
was derived from website hosting and 21% of revenue was derived from other
services.



PRO FORMA ACQUISITIONS



     Revenues Related to Acquisitions.  Pro forma net revenue of the combined
companies for the fiscal year ended June 30, 1999 was $1,839,840. Of this amount
$561,921, $104,073, $98,178, and $1,075,668 were attributable to Cytation, ECI,
Student Success and Online Scouting, respectively. ECI's revenues were derived
from its online college applications business. Student Success' revenues were
derived from its online college applications business. Students Success'
revenues were derived from its Making College Count(R) and Making High School
Count(TM) programs. OSN's revenues were derived from registration fees of high
school student athletes. The Company expects that its future revenues will be
derived from these businesses.



     Operating Expenses.  Operating expenses of the combined companies were
$7,699,974. Of the $1,919,454 attributable to amortization of goodwill,
$916,862, $747,632, and $254,959 were attributable to the acquisitions of ECI,
Student Success and OSN, respectively. Payroll expenses for ECI, Student Success
and OSN were $400,248, $384,205 and $9,261, respectively. Other general and
administrative expenses for ECI, Student Success and OSN were $574,768, $220,377
and $532,672, respectively.



LIQUIDITY AND CAPITAL RESOURCES



     Since inception, we have funded operations primarily through cash from
operations and equity and debt investment.



     Preferred Stock.  We received $3,100,000 through a private placement of
preferred stock to The Provident Life and Accident Insurance Company and one
other accredited investor. The Purchase Agreement with The Provident Life and
Accident Insurance Company was signed April 2, 1999, and the


                                       20
<PAGE>   22


transaction closed shortly thereafter. After the end of the fiscal year, we
received $460,000 through the private placement of additional shares of
preferred stock to five accredited investors. We also received $4,000,000
through the private placement of preferred shares to PNC Investment Corp. on
September 30, 1999.



     Common Stock.  We received $195,000 in January 1999 from the sale of shares
of common stock.



     Debt Financing.  We issued a note payable to EER for $300,000 in July 1998.
We received $300,000 from EER and a total of $70,000 from various individuals in
debt instrument financing during the quarter ended March 31, 1999. These debt
financings were repaid with the proceeds of the sale of preferred stock to The
Provident Life and Accident Insurance Company described above. We had two
short-term debt instruments representing a total of $50,000 outstanding at July
30, 1998. We repaid these debt instruments in the year ended June 30, 1999.



     Sufficiency of Cash Flows.  We believe that current cash balances and any
cash generated from operations will be sufficient to meet our cash needs for
working capital and capital expenditures for at least the next twelve months. A
portion of our cash may be used to acquire or invest in complementary businesses
or products or to obtain the right to use complementary technologies. From time
to time, in the ordinary course of business, we evaluate potential acquisitions
of such businesses, products or technologies.



     Net cash used in operating activities was $2,110,144 for the fiscal year
ended June 30, 1999 and $277,177 for the fiscal year ended June 30, 1998. Net
cash used in investing activities was $9,534 and $78,551 for the fiscal year
ended June 30, 1999 and June 30, 1998, respectively. Financing activities
provided $3,434,416 for the year ending June 30, 1999 compared to $399,662 for
the year ending June 30, 1998. As of June 30, 1999, we had working capital of
$1,371,100 compared to $46,362 as of June 30, 1998.


RECENT ACCOUNTING PRONOUNCEMENTS


     In March, 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use." This statement is
effective for financial statements for years beginning after December 15, 1998.
This statement provides guidance with respect to accounting for computer
software developed or obtained for internal use, including the requirement to
capitalize specified costs and the amortization of such costs. We adopted this
standard and its adoption had no material effect on our results of operations,
financial position or cash flows.



     In April 1998, the AICPA issued Statement of Position 98-5, "Reporting on
the Costs of Start-Up Activities." This statement, which is effective for fiscal
years beginning after December 15, 1998, provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. The
adoption of this standard had no effect on our results of operations, financial
position or cash flows.



     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments, including derivative instruments embedded in other contracts, and
for hedging activities. This statement is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. We do not expect the adoption of
this statement to have an impact on its results of operations, financial
position or cash flows.



     Year 2000 Compliance.  The Year 2000 issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of our computer programs that have date-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities. We
have recognized the Year 2000 problem and have taken steps to mitigate the
situation. Our in-house information technology system consists primarily of
hardware and software purchased from

                                       21
<PAGE>   23


outside parties, and software developed in-house using third party development
languages and platforms. We have completed vendor-provided upgrades of
vendor-developed software. Although the upgrades are claimed by the vendors to
be Year 2000 compliant, we are testing the hardware and software for Year 2000
compliance and will install vendor-provided software patches if necessary. We
are also testing the internally developed software which is included in the
services sold to customers.



     We expect that costs to address the Year 2000 issue, directly or
indirectly, will total approximately $15,000, the majority of which was spent in
fiscal 1998 and 1999, with the remainder being spent during fiscal 2000. Costs
include salary and related expenses, hardware and software costs, and
miscellaneous expenses. To date, we have incurred expenses of approximately
$12,000 related to the assessment of and preliminary efforts in dealing with the
Year 2000 issue.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS



     We considered the provisions of Financial Reporting Release No. 48
"Disclosures of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosures of Quantitative and
Qualitative Information about Market Risk Inherent in Derivative Commodity
Instruments." We have no holdings of derivative financial or commodity
instruments.



     We are exposed to financial market risks, including changes in interest
rates. To reduce these risks somewhat, we invest excess cash in money market
accounts. We do not use any financial instruments for speculative or trading
purposes.


                                       22
<PAGE>   24


                                    BUSINESS



OUR COMPANY



     We are a holding company. Our primary operating business is
CollegeLink.com. Together with The College Board(R) and PNC Bank, N.A., we
provide college bound students and their families a complete solution to the
challenges of the college admission process, from college selection to
submission of college, financial aid, and scholarship applications. We have
recently entered into a definitive agreement to acquire Student Success, Inc and
a letter of intent to acquire Online Network, L.L.C. d/b/a Online Scouting
Network. Before acquiring Student Success and Online Scouting Network, we were a
provider of computer based college admissions services and proprietary online
learning solutions.



     CollegeLink.com.  Through CollegeLink.com, and its relationships with more
than 900 colleges and universities that accept applications in their respective
formats through CollegeLink, we are a leading provider of computer based college
applications and admissions services to college bound students and their
families.



     Student Success.  Student Success is a leading provider of onsite high
school and college preparatory programs for students and their families under
its Making College Count(R) and Making High School Count trademarks. Through
this channel, we intend to continue to expand our presence and awareness of our
services with high school students who are most likely to use CollegeLink.
Student Success presented its seminars to more than 225,000 students at more
than 900 high schools and junior colleges nationwide last year. These programs
were sponsored by eight major consumer products companies.



     Online Scouting.  Online Scouting Network is a leading recruiting company
that provides student athletes greater visibility to more than 3,000 college and
university coaches. For the school year ended June 1999, more than 25,000 high
school athletes from 600 high schools in 22 sports nationwide were registered
with Online Scouting Network.



     We have an exclusive agreement with The College Board(R) to provide
electronic college applications through The College Board's ExPAN(R) guidance
software. The College Board(R) is a membership organization of colleges and
secondary schools and provider of the SAT(R) and the AP(R) Exams. We are the
only third party electronic application provider on The College Board's website.
We understand that The College Board(R) receives about 18 million monthly hits
on its website.



     We have an exclusive agreement with PNC Bank, N.A., one of the largest
student loan providers in the United States, to provide financial products and
services to college bound students and their families through our
CollegeLink.com Internet hub.



     We continuously obtain demographic and other information which can be used
by students, their families, colleges and other providers of services to assist
in the college admission process and enhance the entire college experience.
Because of the demographic makeup and the volume of the college bound students
who visit CollegeLink.com, we have also developed an attractive e-commerce
location for students and their families.



COLLEGELINK.COM



     We are developing an Internet hub designed to offer college bound students
and their families a range of services and products to assist throughout the
college admission process.



     CollegeLink(R).  CollegeLink.com are developing proprietary software that
permits high school students to complete and submit college applications on
line. CollegeLink(R) guides a student with access to a personal computer through
the entire application process. It permits the student to answer questions,
print and review drafts and ultimately to submit the application electronically
or in hard copy, depending upon the college's preference. Students enter
information only once when using CollegeLink(R)'s application service, then
select the colleges and universities to which they wish to apply, complete
college specific essays and then transmit all their applications electronically.
Each college receives an application that


                                       23
<PAGE>   25


replicates its own form or electronic format. CollegeLink(R) is the only program
that permits students to enter general information only once and still deliver
to each college an application in its own format. We believe that students and
their families prefer our service to filling out multiple forms or mailing a
generic application because they perceive colleges favor applications submitted
on their own formats. CollegeLink(R) also contains hyperlinks to websites for
college admissions tests and scholarship and financial aid searches. We expect
significant growth in the use of CollegeLink(R) as we expand our traditional and
online marketing programs and as the Internet becomes more available and
accepted by high schools, colleges and their students.



     Student Success.  On October 20, 1999, we entered into a definitive
agreement to acquire Student Success. Student Success is the leading provider of
onsite high school and college preparatory programs for students and their
families under its Making College Count(R) and Making High School Count(TM)
trademarks. Student Success offers schools and students value added educational
and organizational tools. Student programs include live presentations held in
schools during the school day, as well as direct mail follow-up, websites, email
newsletters, and various other printed materials. Student Success presented its
seminars to more than 225,000 students at more than 900 high schools and junior
colleges nationwide last school year. Products for sale include books, books on
tape, and academic planners.



     We expect Student Success to enhance our market position by providing
direct contact with hundreds of thousands of college bound students utilizing
trained speakers who deliver a focused presentation. We believe Student Success
has opened a significant marketing channel to cross-sell the full range of our
CollegeLink(R) and Online Scouting products and services. Through this channel,
we intend to expand awareness of our services with high school students. We
believe these programs offer service providers an attractive and effective way
to reach the teen market segment.



     Online Scouting.  On August 18, 1999, we entered into a letter of intent to
acquire Online Scouting. Online Scouting Network is a leading Internet
recruiting company that operates the Online Scouting Network ("OSN") and
provides student athletes greater visibility to more than 3,000 college and
university coaches. For the school year ended June 1999, more than 25,000 high
school athletes from 600 high schools in 22 sports nationwide were registered
with OSN. OSN provides significant exposure to student athletes and enhances the
recruiting process for college athletic directors and coaches through its
website. OSN has been designed to increase the exposure of about 5 million U.S.
high school athletes to the colleges and to reduce the time and expense colleges
incur in identifying prospective student athletes.



     We believe this acquisition will enhance our market position by attracting
additional college bound students to our services. We also believe that there
will be substantial efficiencies for our marketing efforts and expansion of the
services we provide to college bound students.



INDUSTRY BACKGROUND



     There are about 14.8 million high school students in the United States.
According to the U.S. census bureau, this number will increase to 15.7 million
over the next five years. Each year, about 3.2 million students enter colleges
and universities for the first time. Of these about 2.2 million apply as first
time freshman to undergraduate colleges and universities. The remaining students
apply to continuing education programs of various sorts. Each year about 2.2
million students submit nearly seven million applications for undergraduate
admission to nearly 3,400 U.S. colleges and universities. Over 50% of these
students apply for some form of financial aid. According to the Department of
Education, it is expected that the total number of college bound students will
continue to increase each year for the foreseeable future. Based on industry
statistics, we believe colleges spend approximately $3.0 billion annually to
recruit and enroll students.



MARKETING STRATEGY



     Our strategy is to build upon the thousands of relationships we have
developed with high school guidance counselors and college admissions
professionals through one-on-one marketing efforts. We plan to


                                       24
<PAGE>   26


build our brand, reach increasing numbers of high school and college students,
and drive traffic to our Internet hub. Our objectives are to:



     - Expand Our Market Leadership Position.  We intend to leverage our
       relationships with more than 3,000 high schools and more than 900
       colleges and universities to establish new affiliations, attract
       additional students to our website and create a premier Internet hub for
       college bound students. We believe the number of colleges and
       universities accepting our applications is central to students who will
       want to apply to many colleges and will appreciate the ability to apply
       to all of them from one source. We believe our ability to submit
       applications on college specific forms, together with our existing
       relationships, will establish us as the standard for the industry and
       drive traffic across our Internet hub.



     - Expand Existing Brand Awareness.  We intend to build upon our established
       brands and our relationships with The College Board(R) and PNC Bank, N.A.
       to establish CollegeLink.com as a leading Internet hub and e-commerce
       site. We plan to use our market position and existing relationships with
       these service providers to reach increasing numbers of college bound
       students.



     - Capitalize on Our Strong High School Presence.  Each year, The College
       Board(R) distributes our CollegeLink(R) software with its
       ExPAN(R)guidance software to about 2,000 high schools nationwide. Last
       school year, Making College Count(R) presented at more than 900 high
       schools and junior colleges and OSN registered athletes from about 600
       high schools. We believe our established presence in the high school
       market gives us early access to college bound students and will continue
       to solidify our brand in the online education market. We intend to grow
       our presence in the high school market through expansion of these
       programs. In addition, we intend to grow our presence in the high school
       market through online direct marketing and other multimedia.



     - Develop strategic web partnerships.  We have initiated a web partnership
       program to co-brand our products and services on targeted high school and
       college related high traffic web sites and add content to our Internet
       hub. In addition to our relationships with The College Board(R) and PNC
       Bank, N.A., we have relationships with Student Advantage, to create
       content and commerce opportunities, and Family Education Network, to
       create an online family-based education resource, and we are negotiating
       other web partnerships.



     - Overcome resistance to online applications.  We believe many college
       bound students and their families perceive that colleges and universities
       prefer applications that are submitted on the institution's specific
       format. CollegeLink(R) software is the only program currently available
       that permits students to enter general information only once and still
       deliver to each institution an application in that institution's own
       format. We believe this feature gives us a significant competitive
       advantage, and we intend to promote it to increase use of our services.
       We believe that we have addressed equal consideration issues by providing
       student applications in each college's own format.



     - Market our products and services.  We plan to continue to add high
       schools, colleges and universities to our roster the way we have since
       1991: on campus direct sales calls by sales personnel, corporate
       sponsorship direct mailings, targeted periodical advertising, online and
       broadcast advertising, partnerships and various promotional campaigns. We
       have also established a telemarketing sales force to provide sales
       support to existing and inquiring colleges and universities. Upon
       completion of the OSN and Student Success acquisitions, we will have a
       national direct sales force calling on high schools.



COMPETITIVE ENVIRONMENT



     The markets we serve are large and fragmented. We do not believe that any
competitor has achieved dominance in any of the markets we serve. These markets
are highly competitive, constantly evolving, and


                                       25
<PAGE>   27


subject to the effects of changing technology. We believe the principal
competitive factors in the markets we serve include:



     - establishing relationships with colleges and universities



     - establishing a significant presence in high schools and colleges



     - developing brand awareness



     - developing strategic web partnerships to expand service offerings



     - overcoming resistance to online applications



     - building an effective direct sales force



     College Link(R) faces direct competition from a number of companies
including: -- Apply!, Embark.com (formerly CollegeEdge), CollegeNet and XAP. We
also face competition from traditional service providers such as guidance
counselors, self-help guides available in print as well as CD-ROM, for profit
service providers such as Kaplan Educational Centers, and not-for-profit
organizations such as our partner, The College Board(R) which has announced
plans to provide a broad range of college admissions, test preparation and
related services on the Internet.



     Student Success faces competition from a variety of sources including other
providers of self-help and educational enhancement programs such as Kaplan,
Barrons, Princeton Review, Houghton Mifflin and Learning Forum. OSN faces direct
competition from a variety of companies including: Athletes Online,
Allstater.com and The RecruitZone.



     We believe CollegeLink.com's relationships with our partners, together with
our strategy of building on our existing leadership position, growing our
brands, and reaching into the high school population, provide a substantial
competitive advantage over our current competition.



TECHNOLOGY AND INTELLECTUAL PROPERTY



     Our technology has been designed with built-in redundancies and a
template-driven automated publishing engine to allow partners to reliably and
cost-effectively integrate our content into their websites. Our technology
solution enables us to easily and rapidly add new partners by employing a
distributed, scalable architecture adapted specifically for our Internet-based
content services, and has been designed to support partners across multiple
platforms. Our automated publishing engine dynamically builds a page to conform
to the display format and look and feel and navigation features specific to that
partner. This feature helps our partners build and maintain their brands by
creating the impression to end users that they have not left the partner's site.
We manage access to the content and process user queries from our own web server
until ultimate delivery of our services to a partner, serving as a
cost-effective, single source supplier of our services.



     Our success and competitiveness are dependent to a significant degree on
the development and protection of our proprietary technology. We rely primarily
on a combination of copyright, trademarks, licenses, trade secret laws and
restrictions on disclosure to protect our intellectual property and trade
secrets. We also enter into confidentiality agreements with our employees and
consultants, and generally control access to and distribution of our
documentation and other proprietary information. Despite these precautions, it
may be possible for a third party to copy or otherwise attain and use our
intellectual property or trade secrets without authorization. In addition, we
rely in part on "shrinkwrap" and "clickwrap" licenses that are not signed by the
end user and, therefore, may be unenforceable under the laws of certain
jurisdictions.



     We pursue the registration of certain of our trademarks in the United
States, although we have not secured registration of all of our marks. We have
registered a United States trademark for CollegeLink(R) and have applications
pending for a United States trademark for Cytation(TM) and Cytation.com(TM).
Student Success has registered a United States trademark for Making College
Count(R). We also own several


                                       26
<PAGE>   28


unregistered copyrights in the CollegeLink(R) software. Student Success owns
several registered copyrights in its Making College Count(R) books and related
program materials. We do not have any patent rights.



     We license our CollegeLink(R) software pursuant to a non-exclusive license
agreement which imposes restrictions on our customers" ability to use the
software and related services. We also seek to protect our software,
documentation and other written materials under trade secrets and copyright
laws.



     We believe that we own all rights in our intellectual property, and have
not received any notices from any third party claiming ownership in our
intellectual property. We also have not received any notice that our products or
services infringe the intellectual property rights of any other person.



RECENT DEVELOPMENTS



     We have recently entered into a definitive agreement to acquire Student
Success and a letter of intent to acquire OSN. Both of our pending acquisitions
are subject, among other things, to certain usual and customary closing
conditions. We will acquire Student Success by merging it into our wholly-owned
subsidiary, CollegeLink.Com, Incorporated. The aggregate purchase price for the
outstanding capital stock of Student Success is $8,000,000. We have agreed to
pay the purchase price by way of a cash payment of $3,500,000 and the balance of
the purchase price in shares of our common stock valued at the offering price of
the common shares in this offering. We will also assume all of the outstanding
options to purchase common stock of Student Success. In connection with the
acquisition, CollegeLink.com, will enter into one-year employment agreements
with Patrick S. O'Brien and Bradford J. Baker, two shareholders of Student
Success. The employment agreements will contain non-competition covenants
preventing Messrs. O'Brien and Baker from competing with our business for a
period of three years following termination of employment. In addition to the
salaries set forth in their respective employment agreements, Messrs. O'Brien
and Baker will each receive options to purchase 200,000 shares of our common
stock at an exercise price equal to the price per share of the stock included in
this offering, subject to certain vesting requirements.



     On September 30, 1999, we sold 1,000,000 shares of Series C Convertible
Preferred Stock to PNC Investment Corp. for a purchase price of $4,000,000. PNC
Investment Corp. is a subsidiary of PNC Bank, N.A. On September 29, 1999, we
also entered into a Marketing Services and Administrative Agreement with PNC
Bank, N.A.



LEGAL PROCEEDINGS



     We are not a party to any lawsuit or proceeding which, in the opinion of
management, is likely to have a material adverse effect on our business.



EMPLOYEES



     As of September 30, 1999, we employed 38 persons full-time. None of our
employees is represented by a union and we have never experienced a work
stoppage. Our management considers its relations with our employees to be good.


FACILITIES


     Our headquarters are located in Newport, Rhode Island, where we occupy
3,200 square feet of space pursuant to a lease which expires in September 2001.
We also conduct operations in Clinton, Massachusetts, where we occupy 4,000
square feet of space as a tenant at will. On September 22, 1999, we signed a
lease for 11,500 square feet in Newport, Rhode Island, which will house all of
our operations, including CollegeLink.com. We believe that these existing
facilities are adequate to meet our current and foreseeable requirements or that
suitable additional or substitute space will be available on commercially
reasonable terms. We plan to vacate our Clinton, Massachusetts site and to
consolidate our operations in Newport, Rhode Island by November 1, 1999.


                                       27
<PAGE>   29


                                   MANAGEMENT


DIRECTORS AND OFFICERS


     Our directors and officers are as follows:



<TABLE>
<CAPTION>
NAME                                        AGE*                    POSITION
----                                        ----                    --------
<S>                                         <C>    <C>
Richard A. Fisher.........................   53    Chairman of the Board and General Counsel
Kevin J. High.............................   34    President and Director
Edward F. Hayes...........................   52    Chief Financial Officer
Thomas J. Burgess.........................   34    Senior Vice President and President,
                                                   CollegeLink.com Incorporated
Anne Marie Gleason........................   43    Vice President and Vice President, College
                                                   Relations, CollegeLink.com Incorporated
William Fink..............................   42    Vice President -- Network Operations
Jai N. Gupta, Ph.D........................   52    Director
Michael W. Bryant.........................   54    Director
Mark Rogers...............................   39    Director
Gerald A. Paxton..........................   56    Senior Advisor
</TABLE>


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

* As of October 19, 1999.



     Our management consists of the following personnel:



     RICHARD A. FISHER, CHAIRMAN AND GENERAL COUNSEL.  Mr. Fisher has been
chairman of our board of directors and our general counsel since February 1999.
Mr. Fisher was a co-founder of our predecessor, where he served as chairman of
the board and general counsel from August 1996 to February 1999. From January
1996 to August 1996, Mr. Fisher provided legal and other consulting services to
a number of start up and early stage companies. From July 1987 through September
1994, Mr. Fisher was chairman, chief executive officer and general counsel of,
and from October 1994 to December 1995, a consultant to, Quadrax Corporation,
which he co-founded to engage in the manufacture and sale of advanced composite
materials. Mr. Fisher also has been a tax and corporate partner in the Boston,
Massachusetts law firm of Foley, Hoag and Eliot, which is our legal counsel, and
Assistant to the Chief Counsel of the Internal Revenue Service in Washington,
DC. Mr. Fisher holds a BA in Economics from Northwestern University (1968) and a
Juris Doctor from the University of Virginia School of Law (1971).



     KEVIN J. HIGH, PRESIDENT AND DIRECTOR.  Mr. High has been one of our
directors and our president since February 1999. Mr. High was a co-founder of
our predecessor, where he served as vice president from April 1996 to December
1996 and from December 1996 to February 1999 as chief executive officer. From
April 1991 to April 1996, Mr. High served as branch manager of the Middletown,
Rhode Island office of the Corporate Securities Group, Inc., a national
brokerage firm with about 800 securities brokers in about 80 offices throughout
the United States. Mr. High served as a vice president of Shearson Lehman
Brothers, a national brokerage firm, from August 1989 to April 1991.



     EDWARD F. HAYES, CHIEF FINANCIAL OFFICER.  Mr. Hayes has served as our
chief financial officer since April 1999. Prior to joining us, from May 1996 to
February 1999, he served as chief financial officer and engineering group
manager for Northeast Engineers & Consultants, Inc., a civil engineering firm.
From October 1987 to May 1996, Mr. Hayes was president and co-founder of
Advantage Business Computers, Inc., which provided computer programming and
consulting services, network installation, and training for commercial and
individual clients. He also served twenty-two years in the United States Navy in
fiscal and inventory management and submarine and industrial support positions.
Mr. Hayes has taught for Pennsylvania State University, Chapman College, New
Hampshire College, Salve Regina University, and the US Naval War College in
multiple business and mathematics disciplines. Mr. Hayes holds a BA in
Mathematics from Holy Cross College (1968), an MS in Computer Systems Management
from George


                                       28
<PAGE>   30

Washington University (1974), an MBA from Rensselaer Polytechnic Institute
(1975), and an MA in National Defense Studies from the US Naval War College
(1985).


     THOMAS J. BURGESS, SENIOR VICE PRESIDENT AND PRESIDENT, COLLEGELINK.COM
INCORPORATED. Mr. Burgess has served as president of our wholly owned
subsidiary, CollegeLink.com Incorporated since August 1999. From January 1999
through August 1999, Mr. Burgess was president of ECI, Inc., CollegeLink.com's
predecessor. From February 1998 through January 1999, he served as CEO of 9th
Square, Inc., an Internet e-commerce and advertising software company. From
January 1995 to June 1997, Mr. Burgess served as Chief Executive Officer of
echoMEDIA, Inc., an Internet advertising technology business which, in December
of 1997, merged with Softbank Interactive Marketing. He also served as a
consultant to echoMEDIA from July 1997 to February 1998. Mr. Burgess has a BA
from Providence College (1987).



     ANNE MARIE GLEASON, VICE PRESIDENT AND VICE PRESIDENT, COLLEGE RELATIONS,
COLLEGELINK.COM INCORPORATED. Ms. Gleason has served as our vice president,
college relations since June 1999. Ms. Gleason served as vice president of
marketing of our predecessor from November 1997 to June 1999. From April 1988 to
November 1997, Ms. Gleason was Area Manager -- New England for a supplier of
technical adhesive machinery. Ms. Gleason has also held senior sales and
marketing positions with Augat, Inc. and Anaconda Industries. Ms. Gleason holds
a BS in Business Management from Providence College (1977).



     WILLIAM FINK, VICE PRESIDENT -- NETWORK OPERATIONS.  Mr. Fink has served as
our vice president of network operations since February 1999. From November 1998
to February, 1999, Mr. Fink served as a consultant for the United States Navy
Information Technology Department. Mr. Fink is a co-founder of our predecessor
and served as its chief technical officer from April 1996 through June 1998. Mr.
Fink was in the United States Navy between 1976 and 1996. During his last five
years in the Navy, Mr. Fink was the sole network administrator responsible for
the system design, installations, administration and technical support of a
multi-location, 250 user, wide area/local area Novell Network. Mr. Fink holds an
AS in General Studies from City University, Seattle, Washington (1992). Mr. Fink
is a college instructor of PC networking (PCLAN), advanced MS-DOS, MS Windows
and Windows 95 operating system platforms. Mr. Fink also teaches "Connecting
Businesses to the Internet" for International Learning Tree International, Inc.



     JAI N. GUPTA, PH.D., DIRECTOR.  Dr. Gupta has been one of our directors
since February 1999 and served as a director of our predecessor from June 1998
to February 1999. Dr. Gupta is the founder and president of EER Systems Inc., a
Washington, D.C. based aerospace firm which is a principal shareholder of the
Company. EER Systems, founded in 1979, offers a broad range of systems design,
development and integration capabilities, specializing in aerospace flight,
information and training systems. Dr. Gupta holds a BS in Electrical Engineering
from the Indian Institute of Technology, New Delhi, India; an MS in Electrical
Engineering from the Queen's University, Ontario, Canada (1970); a Ph.D. degree
in Electrical Engineering from Purdue University (1974); and a Masters of
Science in Administration degree from George Washington University (1978).



     MICHAEL W. BRYANT, DIRECTOR.  Mr. Bryant has been one of our directors
since February 1999 and served as a director of our predecessor from June 1998
to February 1999. Mr. Bryant is the Director of Corporate Affairs for EER
Systems Inc. He has more than twenty-five years of experience in personnel and
training systems. Mr. Bryant also leads the EER consulting team supporting the
White House and Department of Defense Advanced Distributive Learning Initiative.
Prior to joining EER Systems in 1986, he served in personnel and training policy
positions in the Office of the Secretary of Defense. He also served as a
director of the Defense Training and Performance Data Center and is the founder
and chairman of the Defense Manpower Roundtable, a seminar group of current and
former senior administration and "think-tank" officials from the personnel
policy arena. Mr. Bryant holds a BS in Mathematics from Siena College (1965) and
an MBA in Operations Research from Tulane University (1972).



     MARK ROGERS, DIRECTOR.  Mr. Rogers has been one of our directors since
February 1999 and served as a director of our predecessor from April 1998 to
February 1999. Since 1989, Mr. Rogers has been a principal in NFT Ventures,
including acting as interim CEO and CFO as well as managing the venture

                                       29
<PAGE>   31


capital fund. Mr. Rogers serves as an advisor to several computer software
companies in California, Utah and Texas and is a director of several other
high-tech companies. Mr. Rogers holds a BBA from Pace University (1981).



     GERALD A. PAXTON, SENIOR ADVISOR.  Mr. Paxton has served as our senior
advisor since August 1999. Mr Paxton was the founder of our predecessor and
served as its chief executive officer from 1991 until our acquisition of ECI,
Inc. in August 1999. Prior to founding ECI, Mr. Paxton spent twenty years in
various sales and marketing capacities at Digital Equipment Corp. ("DEC"), where
he progressed to become vice president of United States sales operations. He
also served as vice president of industry marketing for DEC with worldwide
responsibility for manufacturing, healthcare and education industries. Mr.
Paxton holds a BS in Engineering from the Case Institute of Technology (1965)
and is a graduate of the Management Development Program at Harvard Business
School (1980).



     Our executive officers are appointed by and serve at the discretion of the
Board of Directors. There are no family relationships among any of our executive
officers or directors.



BOARD COMMITTEES



     We established an audit committee and a compensation committee in May 1999.
The audit committee consists of Dr. Gupta and Mr. Rogers. The audit committee
reviews our internal accounting procedures and consults with and reviews the
services provided by our independent accountants. The compensation committee
consists of Mr. Bryant and Mr. Rogers. The compensation committee reviews and
recommends to the board of directors the compensation and benefits of all our
officers and directors, including stock compensation and loans, and establishes
and reviews general policies relating to the compensation and benefits of our
employees.



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION



     Prior to establishing the compensation committee, the board of directors as
a whole performed the functions delegated to the compensation committee. No
member of the board of directors or the compensation committee serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of our board of directors
or compensation committee.



DIRECTOR COMPENSATION



     Outside directors who are not principals or shareholders which own more
than 10% of our common stock receive an annual option to purchase 10,000 shares
of our common stock. The price is determined as the closing bid price of the
stock on the date of our annual meeting. As of June 30, 1999, we had 20,000 of
such options outstanding. These outstanding options have an exercise price of
$6.00 per share. Further, each director entitled to a grant of options receives
compensation of $1,000 for each meeting attended. All directors receive
reimbursement for out-of-pocket expenses incurred in attending meetings of the
board.



LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS



     Our by-laws provide for indemnification of our directors to the fullest
extent permitted by law. Our by-laws also permit us, through action of our Board
of Directors, to indemnify our officers or employees to the fullest extent
permitted by law. New York law provides further that the indemnification
permitted under New York law shall not be deemed exclusive of any other rights
to which the directors and officers may be entitled under our by-laws, any
agreement, a vote of shareholders or otherwise.



     At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our certificate of incorporation, by-laws, or an
indemnification agreement. We are not aware of any threatened litigation or
proceeding that may result in a claim for such indemnification.


                                       30
<PAGE>   32


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by any of our directors, officers or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.


EXECUTIVE COMPENSATION


     The following table sets forth the total compensation paid or accrued for
our chief executive officer and our four other most highly compensated executive
officers who were employed by us at June 30, 1999, excluding officers paid less
than $100,000 annually (collectively, the "Named Executive Officers").



<TABLE>
<CAPTION>
                                                 ANNUAL COMPENSATION
                             ------------------------------------------------------------
                              FISCAL YEAR               OTHER ANNUAL       SECURITIES        ALL OTHER
                                 ENDED        SALARY    COMPENSATION   UNDERLYING OPTIONS   COMPENSATION
                                 ---------   --------   ------------   ------------------   ------------
<S>                          <C>             <C>        <C>            <C>                  <C>
Richard A. Fisher.........   June 30, 1999   $105,093       --              414,412             --
  Chairman                   June 30, 1998     60,622       --                   --             --
                             June 30, 1997     27,404       --                   --             --

Kevin J. High.............   June 30, 1999   $126,040       --              414,412             --
  President                  June 30, 1998     90,865       --                   --             --
                             June 30, 1997     54,928       --                   --             --
</TABLE>


OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth grants of stock options to each of the Named
Executive Officers during the fiscal year ended June 30, 1999. No stock
appreciation rights were granted during the fiscal year ended June 30, 1999.


<TABLE>
<CAPTION>
                                                                                      POTENTIAL REALIZABLE
                                             INDIVIDUAL GRANTS                          VALUE AT ASSUMED
                        -----------------------------------------------------------          ANNUAL
                        NUMBER OF      PERCENT OF                                     RATES OF STOCK PRICE
                        SECURITIES   TOTAL OPTIONS    EXERCISE                          APPRECIATION FOR
                        UNDERLYING     GRANTED TO      OR BASE                           OPTION TERM (2)
                         OPTIONS      EMPLOYEES IN      PRICE        EXPIRATION       ---------------------
NAME                     GRANTED     FISCAL YEAR(1)   PER SHARE         DATE            5%($)      10%($)
----                    ----------   --------------   ---------   -----------------   ---------   ---------
<S>                     <C>          <C>              <C>         <C>                 <C>         <C>
Richard A. Fisher.....    14,412          1.24          2.50          June 30, 2008     22,659      57,423
                         400,000         34.30          4.00      February 11, 2004    442,051     976,816
Kevin J. High.........    14,412          1.24          2.50          June 30, 2008     22,659      57,423
                         400,000         34.30          4.00      February 11, 2004    442,051     976,816
</TABLE>


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

(1) Based on an aggregate of 1,161,185 shares subject to options granted to
    employees during fiscal 1999.



(2) These amounts represent hypothetical gains that could be achieved for the
    option if exercised at the end of the option term. These gains are based on
    assumed rates of stock appreciation of 5% and 10% compounded annually from
    the date the option was granted to its expiration date and are not presented
    to forecast possible future appreciation, if any, in the price of our common
    stock. The gains shown are net of the option exercise price, but do not
    include deductions for taxes or other expenses associated with the exercise
    of the option or the sale of the underlying shares. The actual gains, if
    any, on the exercise of the option will depend on the future performance of
    our common stock, the optionee's continued employment through the vesting
    period applicable to the option and the date on which the option is
    exercised.


                                       31
<PAGE>   33

OPTION EXERCISES AND FISCAL YEAR-END VALUES

     The following table sets forth certain information regarding stock options
exercised by Named Executive Officers in the fiscal year ended June 30, 1999,
and exercisable and unexercisable stock options held as of June 30, 1999 by each
of the Named Executive Officers. The value of unexercised in-the-money options
has been calculated by determining the difference between the exercise price per
share payable upon exercise of such options and the closing market price on June
30, 1999.


<TABLE>
<CAPTION>
                                                         NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                        UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                               SHARES                     OPTIONS AT YEAR-END           AT FISCAL YEAR-END
                              ACQUIRED      VALUE     ---------------------------   ---------------------------
                             ON EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
                             -----------   --------   -----------   -------------   -----------   -------------
<S>                          <C>           <C>        <C>           <C>             <C>           <C>
Richard A. Fisher..........      --          --        136,936         277,476       219,366         449,770
Kevin J. High..............      --          --        136,936         277,476       219,366         449,770
</TABLE>


EMPLOYMENT AGREEMENTS


     We have entered into employment agreements with our chairman and president.
Each agreement provides for three years of employment commencing February 11,
1999 at an annual salary of $175,000. The salary levels have been increased
(with effect from January 1, 1999) to $200,000 based on our obtaining in excess
of $7,000,000 of new equity capital since commencement of these employment
agreements. Pursuant to these agreements, each of the officers has received
options to purchase up to 400,000 shares of common stock at an exercise price of
$4.00 per share. These options vest in equal monthly installments over 24 months
commencing on the date of grant. In addition, Messrs. Fisher and High on
September 1, 1999, were each granted options to purchase 100,000 shares of
common stock at $5 per share. These options vest in full on September 1, 2001.



     If either employee is terminated by us without cause or terminates their
employment agreement for good reason, such employee will receive from us their
then applicable base salary and continuation of benefits until the later of the
expiration of the term of their employment agreement or two years after the date
of termination. In addition, all outstanding options held by such employee shall
become immediately exercisable in full.



     The employment agreements also provide that we will provide life insurance
policies and a monthly automobile allowance for these employees.


BENEFIT PLANS


     We maintain a 401(k) plan, qualified under Section 401(k) of the Internal
Revenue Code of 1986, as amended. All of our employees who are at least 21 years
of age are eligible to make salary reduction contributions pursuant to the
401(k) plan. A participant may contribute a maximum of 15% of his or her pre-tax
salary, commissions and bonuses through payroll deductions (up to the
statutorily prescribed annual limit of $10,000 in 1998) to the 401(k) plan.



  1996 Stock Plan.



     Our predecessor adopted our 1996 stock plan on December 16, 1996. The 1996
plan authorizes the grant of incentive stock options in accordance with section
422 of the Internal Revenue Code of 1996 and non-qualified options. We have
reserved a total of 250,000 shares of common stock for issuance under the 1996
plan. No incentive stock option may be granted under the 1996 plan after
December 16, 2006. In certain situations, including changes in our capital
structure due to a stock dividend, stock split, recapitalization,
reorganization, merger, consolidation, combination or the like, the board of
directors may, in order to prevent changes in the existing rights of
optionholders, adjust the number and class of shares available for option grants
under the 1996 plan or revise the terms of outstanding options under the 1996
plan. However, the board shall not make any adjustment that would disqualify an
incentive stock option or that would change the minimum number of shares
issuable upon exercise of an option.


                                       32
<PAGE>   34


     Our officers and other key employees are eligible to receive incentive
stock options under the 1996 plan. They, together with other persons who are not
employees of our company but who may provide services to us, are also eligible
to receive non-qualified options. Options may be granted in combination with or
in place of awards granted under any other employee plan maintained by us. The
aggregate fair market value of common stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year may not exceed $100,000.



     The term of any incentive stock option granted under the 1996 plan may not
exceed ten years or, in case of an optionee holding 10% of our shares, five
years from the date of the grant. The 1996 plan imposes certain restrictions on
exercisability of options in the event of termination of the optionees'
employment with our company.



     Our board of directors administers the 1996 plan. The board of directors
has the authority at any time to suspend, terminate or amend the 1996 plan, to
grant options under the 1996 plan, to determine the terms of each option, to
designate options as incentive stock options or non-qualified options, to
prescribe, amend and rescind rules and regulations relating to the 1996 plan,
and to make all such other determinations in connection with the administration
of the 1996 plan. All actions taken and determinations made by the board of
directors will be final and binding upon us, the optionees and all other
interested persons.



     The terms and conditions of option agreements may vary. Under the 1996 plan
the exercise price of incentive stock options may not be less than 100%, or, in
case of an optionee who owns stock possessing more than 10% of the total
combined voting power of our capital stock, 110%, of the fair market value of
our common stock on the date the option is granted.



     As of the date of this prospectus, options to acquire 241,185 shares of
common stock have been granted under the 1996 plan. The Board of Directors does
not intend to issue any further options under the 1996 plan.



  1999 Stock Option Plan.



     We adopted our 1999 stock option plan on October 1999 subject to
stockholder approval. Only our officers and key employees may participate in the
1999 plan. The 1999 plan authorizes the grant of incentive stock options and
non-qualified stock options. We have reserved a total of 1,550,000 shares of
common stock for issuance upon exercise of outstanding options under the 1999
executive plan, subject to adjustment in the event of any stock dividend, stock
split, recapitalization, reorganization, or certain defined changes of control.
The number of shares with respect to which options may be granted to any
participant under the 1999 plan may not exceed 750,000 shares in any calendar
year.



     Our board of directors administers the 1999 plan. The board has the
authority to adopt, amend and repeal the administrative rules, guidelines and
practices relating to the 1999 plan and to interpret its provisions. The board
may delegate authority under the 1999 plan to one or more committees of the
board and, subject to certain limitations, to one or more of our executive
officers. Subject to certain limitations contained in the 1999 plan, the board
of directors, the compensation committee or any other committee or any executive
officer to whom the board delegates authority, as the case may be, selects the
recipients of options and determines the number of shares of common stock
covered by options, the dates upon which such options become exercisable, the
exercise price and duration of options, and all other terms and conditions of
option grants.



     Options under the 1999 plan may be granted at an exercise price which may
be less than, equal to or greater than the fair market value of our common stock
on the date of the grant. The exercise price of options may be paid in cash, by
check, by a "cashless exercise" through a broker, by surrender to us of common
shares, or by any combination of the foregoing permitted forms of payment. Under
present law, incentive stock options and options intended to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code
of 1986 may not be granted with an exercise price less than the fair market
value of the common stock on the date of the grant (or less than 110% of the
fair market


                                       33
<PAGE>   35


value in the case of incentive stock options granted to optionees holding more
than 10% of the combined voting power of our capital stock).



     In the event of certain defined change in control events, all outstanding
options under the 1999 plan shall accelerate and become immediately exercisable
for a period of fifteen days (or such period as the board may prescribe)
immediately prior to the scheduled consummation of the change of control. Upon
consummation of the change of control, the 1999 plan and all outstanding and
unexercised options shall terminate as of the effective date of the change in
control unless the 1999 plan is continued after the change in control and such
options are assumed by the surviving entity.



     No incentive stock option may be granted under the 1999 plan after August
31, 2009, but the vesting and effectiveness of options previously granted may
extend beyond that date. Our board of directors may at any time amend, suspend
or terminate the 1999 plan.



     As of the date of this prospectus, options to acquire 625,000 shares of our
common stock have been granted under the 1999 plan.



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



     We have in the past borrowed money from certain of our officers. Such loans
have since been repaid in full. In no case did the amount borrowed exceed
$60,000.



     During fiscal 1998, we entered into a joint venture agreement with EER to
develop an online training service. During fiscal 1999, we have also borrowed a
total of $600,000 from EER, one of our shareholders. One of our current
directors, Dr. Jai Gupta, is the president of EER. These loans have since been
repaid in full.


                                       34
<PAGE>   36


                             PRINCIPAL SHAREHOLDERS



     The following table sets forth the beneficial ownership of our outstanding
common stock on October 18, 1999 by



     - each of our directors and executive officers,



     - all of our directors and executive officers as a group,



     - each shareholder who was known by us to be the beneficial owner of more
       than five percent (5%) of our outstanding shares.



     Unless otherwise noted below, the address of each person listed on the
table is c/o Cytation.com Incorporated, 809 Aquidneck Avenue, Newport, Rhode
Island 02842.



<TABLE>
<CAPTION>
                                                 BENEFICIAL OWNERSHIP             BENEFICIAL OWNERSHIP
                                                PRIOR TO THE OFFERING              AFTER THE OFFERING
                                           --------------------------------   -----------------------------
NAME OF BENEFICIAL OWNER                   NUMBER OF SHARES(1)   PERCENTAGE   NUMBER OF SHARES   PERCENTAGE
------------------------                   -------------------   ----------   ----------------   ----------
<S>                                        <C>                   <C>          <C>                <C>
Kevin J. High(2).........................       1,419,600          10.78         1,419,600
Richard A. Fisher(3).....................         982,513           7.46           982,513
William Fink(4)..........................         721,636           5.48           721,636
Ann Marie Gleason(5).....................         319,958           2.43           319,958
Mark Rogers(6)...........................         161,420           1.23           161,420
Thomas J. Burgess(7).....................          92,889              *            92,889
Jai N. Gupta(8)..........................          43,238              *            43,238
Michael Bryant(9)........................          43,238              *            43,238
EER Systems(10)..........................       1,500,345          11.39         1,500,345
All Directors and Officers as a Group....       3,784,492          28.73         3,784,492
</TABLE>


---------------
  *  Less than 1%.


 (1) Beneficial ownership is determined in accordance with the rules of the SEC.
     The following are deemed to be beneficially owned and outstanding for
     purposes of calculating the number of shares and the percentage
     beneficially owned by that person or entity:



     - 402,369 shares of common stock issuable by us pursuant to options which
       may be exercised within 60 days after October 18, 1999 and not subject to
       repurchase by us; and



     - 755,803 shares of common stock issuable by us pursuant to warrants which
       may be exercised within 60 days after October 18, 1999.



     However, these shares are not deemed to be beneficially owned and
     outstanding for purposes of computing the percentage beneficially owned by
     any other person or entity.



     Except as otherwise indicated, each stockholder named in the table has sole
     voting and investment power with respect to the shares set forth opposite
     such stockholder's name. For purposes of calculating the percentage
     beneficially owned, the number of shares deemed outstanding before the
     offering includes: (a) 9,846,340 shares of common stock outstanding as of
     October 18, 1999; (b) 2,169,771 shares of common stock issuable upon the
     conversion of preferred stock (assuming the maximum number of shares to be
     issued upon conversion); and (c) the presently exercisable options and
     presently exercisable warrants held by that person.



 (2) Includes 1,249,330 shares of common stock and 170,270 shares of common
     stock issuable pursuant to options. Excludes 244,142 shares of common stock
     issuable pursuant to options.



 (3) Includes 812,243 shares of common stock held by Karen B. Fisher, the wife
     of Richard A. Fisher, and 170,270 shares of common stock issuable pursuant
     to options granted to Richard A. Fisher. Excludes 244,142 shares of common
     stock issuable pursuant to options granted to Richard A. Fisher.



 (4) Includes 721,636 shares of common stock.



 (5) Includes 319,938 shares of common stock.


                                       35
<PAGE>   37


 (6) Includes 161,420 shares of common stock. Excludes 10,000 shares of common
     stock issuable pursuant to options.



 (7) Includes 92,889 shares of common stock. Excludes 400,000 shares of common
     stock issuable pursuant to options. Excludes 27,760 shares of common stock
     issuable upon conversion of Series B Preferred Stock.



 (8) Includes 43,238 shares of common stock.



 (9) Includes 43,238 shares of common stock. Excludes 10,000 shares of common
     stock issuable pursuant to options.



(10) The address for EER is 10289 Aerospace Road, Seabrook, Maryland 20706.


                                       36
<PAGE>   38


                          DESCRIPTION OF CAPITAL STOCK



     As of the date hereof, our authorized share capital consists of 100,000,000
shares of common stock, par value $0.001 per share (the "Common Shares"), of
which 9,846,340 Common Shares are issued and outstanding, and 10,000,000 shares
of preferred stock, $.01 par value, of which (a) 2,500,000 shares have been
designated Series A (the "Series A Shares") of which 890,000 Series A Shares are
issued and outstanding, (b) 300,000 shares have been designated Series B (the
"Series B Shares") of which 279,771 Series B Shares are issued and outstanding
and (c) 1,000,000 shares have been designated Series C (the "Series C Shares")
of which 1,000,000 Series C Shares are issued and outstanding, and (d) 6,200,000
shares are undesignated and available for issuance. The following is a summary
of the principal attributes of our share capital.



COMMON SHARES



     The rights, privileges, restrictions and conditions attached to the Common
Shares are as follows:



  Voting



     Holders of Common Shares shall be entitled to receive notice of and to
attend and vote at all meetings of our shareholders, except meetings of holders
of another class of shares. Each Common Share shall entitle the holder thereof
to one vote.



  Dividends



     Subject to the preferences accorded to holders of Series A Shares, Series C
Shares and any other of our shares ranking senior to the Common Shares from time
to time with respect to the payment of dividends, holders of Common Shares shall
be entitled to receive, if, as and when declared by the Board of Directors, such
dividends as may be declared thereon by the Board of Directors from time to
time.



  Liquidation, Dissolution or Winding-Up



     In the event of our voluntary or involuntary liquidation, dissolution or
winding-up, or any other distribution of our assets among our shareholders for
the purpose of winding-up our affairs (such event referred to herein as a
"Distribution"), holders of Common Shares shall be entitled, subject to the
preferences accorded to holders of the Series A Shares, Series C Shares and any
other of our shares ranking senior to the Common Shares from time to time with
respect to payment on a Distribution, to receive amount equal to that
distributed to the holders of Series A Shares and Series C Shares per share of
common stock held, if sufficient assets are available, and to share equally, pro
rata, in our remaining property.



     The Common Shares have no preemptive, redemption, conversion or
subscription rights.



UNDESIGNATED PREFERRED STOCK



     Our Board of Directors is authorized, subject to any limitations prescribed
by New York law, to provide for the issuance of preferred stock in one or more
series. The Board of Directors is also authorized, subject to the limitations
prescribed by New York law, to establish the number of shares to be included in
each series and to fix the voting powers, preferences, qualifications and
special or relative rights or privileges of each series. The Board of Directors
is authorized to issue preferred stock with voting, conversion and other rights
and preferences that could adversely affect the voting power or other rights of
the holders of Common Shares



     As indicated above, 890,000 Series A Shares, 279,771 Series B Shares, and
1,000,000 Series C Shares have been issued. The issuance of additional preferred
stock or of rights to purchase preferred stock could have the effect of making
it more difficult for a third party to acquire, or of discouraging a third party
from attempting to acquire, a majority of our outstanding voting stock.


                                       37
<PAGE>   39


SERIES A SHARES



  Voting



     Each Series A Share shall entitle the holder thereof to one vote for each
Common Share into which such Series A Share is then convertible.



  Liquidation



     In the event of a Distribution, holders of Series A Shares shall be
entitled, in priority to holders of Common Shares and the other holders of
Preferred Stock to receive a liquidation payment of $4.00, plus any accrued and
unpaid distributions declared thereon per Series A Share held. After such
distribution, holders of Common Shares shall receive the identical amount per
share, if available, and any remaining assets shall be distributed ratably among
holders of Common Shares and Preferred Shares.



  Dividends



     The holders of the Series A Shares shall be entitled to receive, out of
funds at the time legally available for payment of dividends in the State of New
York, a cumulative dividend at the rate of six percent (6%) per share per annum,
payable quarterly in equal installments on the first days of each successive
quarter each year, if, as and when determined by the Board of Directors, before
any dividend shall be set apart or paid on any other capital stock for such
year.



  Conversion



     Each Series A Share is convertible, at the option of the holder thereof,
into one Common Share. The conversion ratio will be automatically adjusted to
account for any stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Common Shares. In
addition, we may require mandatory conversion of all, but not less than all, of
the Series A Shares on or after the first anniversary of the initial purchase
and sale of the Series A Shares provided that: (a) the average closing bid price
of the Common Shares on the Over-the-Counter Bulletin Board or the Nasdaq Stock
Exchange, as applicable, for the 20 consecutive trading days immediately
preceding the date of the required conversion has exceeded $6.00 per share, or
(b) we are reorganized in a transaction involving the exchange of our Common
Shares for shares of a publicly traded U.S. corporation.



SERIES B SHARES



  Voting



     Except as otherwise required by law or as set forth in our Articles of
Incorporation, the holders of Series B Shares shall not be entitled to vote on
any matter or to notice of any meeting of the stockholders.



  Liquidation



     The holders of Series B Shares shall not be entitled to any preferential
payment or distribution in the event of any Distribution, but shall share
ratably on an as-converted basis assuming automatic conversion in any
distribution of our assets to all the holders of Common Stock and the other
holders of Preferred Stock.



  Dividends



     The holders of Series B Shares shall not be entitled to receive any
dividends.



  Conversion



     On August 10, 2000 all outstanding Series B Shares shall automatically be
converted into such number of Common Shares as is determined by dividing $15.00
(as adjusted to account for any stock dividend, stock split, combination of
shares, reclassification or other similar event with respect to the


                                       38
<PAGE>   40


Series B Shares) by the greater of $7.625 and the average of the closing bid
price per share for the 20 consecutive trading days immediately prior to August
10, 2000 and multiplying the result by the number of outstanding Series B
Shares. Prior to August 10, 2000, each Series B Share is convertible at the
option of the holder thereof into such number of Common Share as is determined
by dividing $15.00 by the average of the closing bid price per share for the 10
consecutive trading days immediately prior to the date of conversion, provided,
however, that no Series B Share shall be convertible on any day on which such
average would not exceed $15.00 (as adjusted to account for any stock dividend,
stock split, combination of shares, reclassification or other similar event with
respect to the Common Shares).



]SERIES C SHARES



  Voting



     Except as required by applicable law, the holders of Series C Shares shall
not be entitled to vote on any matter, provided, however, that if there are at
least 500,000 shares of Series C Preferred Stock outstanding (such number being
subject to proportional adjustment for any subdivisions, splits or reverse
splits of the Series C Shares), the holders of Series C Shares voting as a
separate class shall be entitled to elect one director to the Board of Directors
or appoint one observer to the Board of Directors.



  Liquidation



     In the event of a Distribution, holders of Series C Shares shall be
entitled, subject to the prior rights of the Series A Shares but in priority to
holders of Common Shares and Series B Shares, to receive a liquidation payment
of $4.00, plus any accrued and unpaid distributions whether or not earned or
declared thereon, without interest, per Series C Share held. After such
distribution, holders of Common Shares shall receive the identical amount, if
available, and any remaining assets shall be distributed ratably among the
holders of Common Shares and Preferred Shares.



  Dividends



     The holders of the Series C Shares shall be entitled to receive, out of
funds at the time legally available for payment of dividends in the State of New
York, a cumulative dividend at the rate of six percent (6%) of the stated value
of such shares per share per annum. Such dividends shall be payable quarterly in
arrears on the last day of March, June, September and December, if, as and when
determined by the Board of Directors.



  Conversion



     Each Series C Share is convertible, at the option of the holder thereof,
into one Common Share. The conversion ratio will be automatically adjusted to
account for any stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Common Shares. In
addition, we may require mandatory conversion of all, but not less than all, of
the Series C Shares on or after the first anniversary of the initial purchase
and sale of the Series C Shares provided that: (a) the average closing bid price
of the Common Shares on the Over-the-Counter Bulletin Board or the Nasdaq Stock
Exchange, as applicable, for the 20 consecutive trading days immediately
preceding the date of the required conversion has exceeded $6.00 per share, and
(b) we elected to mandatorily convert all other series of preferred stock. In no
event, however, shall PNC Bank Corp. or any subsidiary thereof (collectively,
"PNC") be required or allowed to convert any Series C Shares if doing so would
cause PNC to hold five percent (5%) or more of our issued and outstanding Common
Shares and any of our shares of voting preferred stock, unless PNC has provided
us with a written opinion of counsel that this greater percentage of beneficial
ownership is permitted by all applicable laws and regulations.



WARRANTS



     We have outstanding warrants to purchase an aggregate of 755,803 shares of
common stock at a weighted average exercise price of $2.18 per share. The
warrants are currently exercisable in whole or in


                                       39
<PAGE>   41


part, at any time or from time to time until December 31, 2004. The warrants
contain certain protections against dilution resulting from stock splits, stock
dividends and similar events.



REGISTRATION RIGHTS



     We sold 890,000 Series A Shares to The Provident Life and Accident
Insurance Company ("Provident") and six individual accredited investors
commencing on April 2, 1999, pursuant to a Series A Convertible Preferred Stock
Purchase Agreement (the "Series A Agreement"). The Series A Agreement provided
that we would include all of the Common Shares into which the Series A Shares
purchased thereunder are convertible in the first registration statement it
filed under the Securities Act of 1933, and that we would bear all expenses of
such registration, other than underwriting discounts and commissions. We believe
that Provident and each of the other investors in the Series A Shares will agree
not to, directly or indirectly, sell or otherwise dispose of their shares for a
period of 180 days after the date of this prospectus and to delay the filing of
a registration statement for the resale of Common Shares issuable upon
conversion of their Series A Shares.



     In connection with the issuance and sale of Series A Shares as described
above, we issued to Brennan Dyer & Company, LLC ("Brennan Dyer") 432,375 Common
Shares as consideration for advisory services pursuant to an agreement between
us and Brennan Dyer, dated November 16, 1998. In connection with this issuance,
we agreed to include these shares in a registration statement filed for sale of
Common Shares by us. We believe that Brennan Dyer will agree not to, directly or
indirectly, sell or otherwise dispose of its shares for a period of 180 days
after the date of this prospectus and to delay the filing of a registration
statement for the resale of its Common Shares.



     In connection with the merger of ECI into us, holders of the common stock
of ECI received a total of 550,809 Common Shares (the "ECI Common Shares") and
234,771 shares of our Series B Preferred Shares (the "ECI Preferred Shares").
Pursuant to a Registration Rights Agreement executed on August 10, 1999 in
connection with the ECI merger, we agreed to register at our expense the ECI
Common Shares and the Common Shares issuable upon conversion of the ECI
Preferred Shares on a registration statement on Form S-3 and to keep such
registration statement effective until August 10, 2000, subject to the condition
that any registration of such shares may be delayed, if in our reasonable
judgment, such delay is desirable to permit the consummation by it of a
financing including a public offering by it. Each holder of the ECI Common
Shares and ECI Preferred Shares also agreed, in such Registration Rights
Agreement, to sign any lock-up agreement with respect to all its ECI Common
Shares which an underwriter for a public offering of our stock may require such
holder and our senior management to sign.



     In connection with the ECI merger, we, ECI and USA Group Noel-Levitz, Inc.
("USA Group") entered into a letter agreement in settlement of certain claims
USA Group may have made (the "Letter Agreement"). Pursuant to the Letter
Agreement, we issued to USA Group 108,196 Common Shares (the "USA Group Common
Shares") and 45,000 Preferred Shares (the "USA Group Preferred Shares"). In
connection with the Letter Agreement, the Company and USA Group entered into a
Registration Rights Agreement, dated as of August 10, 1999. Pursuant to this
Agreement, if we propose to register any of our securities under the Securities
Act for our own account on a form that would also permit the registration of the
USA Group Common Shares or of the Common Shares issuable upon conversion of the
USA Group Preferred Shares, USA Group is entitled to notice of such registration
and to have the USA Group Common Shares and the Common Shares issuable upon
conversion of the USA Group Preferred Shares included in such registration,
subject to the right of the underwriters (in the event of a registration
pursuant to an underwritten offering of common stock) to limit the number of
shares included in such registration.



     On September 30, 1999, we sold 1,000,000 shares of Series C Convertible
Preferred Stock to PNC Investment Corp. pursuant to a Stock Purchase Agreement
(the "Series C Agreement"). The Series C Agreement provides that we shall
include all of the Common Shares into which the Series C Shares are


                                       40
<PAGE>   42


convertible in a registration statement on Form S-3 promptly after we become
eligible to file such a registration statement with the SEC.



ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEW YORK LAW AND OUR CERTIFICATE
OF INCORPORATION AND BY-LAWS



     A number of provisions of New York law, our certificate of incorporation
and our by-laws could make more difficult any attempt to acquire us by means of
a tender offer, a proxy contest or otherwise and the removal of incumbent
officers and directors. These provisions are intended to discourage certain
types of coercive takeover and inadequate takeover bid, even though such a
transaction may offer our shareholders the opportunity to sell their stock at a
price above the prevailing market price. This also encourages persons seeking to
acquire control of us to negotiate with us first.



     We are subject to the "business combination" provisions of Section 912 of
the New York Business Corporation Law ("BCL") and expect to continue to be so
subject if and for so long as we have a class of securities registered under
Section 12 of the Securities Exchange Act of 1934. Section 912 provides, with
some exceptions (which include, among others, transactions with shareholders who
became interested prior to the effective date of an amendment to our certificate
of incorporation providing that we would be subject to Section 912 if such
corporation did not then have a class of stock registered pursuant to Section 12
of the Exchange Act), that a New York corporation may not engage in a "business
combination" (e.g. merger, consolidation, recapitalization or disposition of
stock) with any "interested shareholder" for a period of five years from the
date that such person became an interested shareholder unless:



          1. the transaction resulting in a person becoming an interested
     shareholder was approved by the board of directors of the corporation prior
     to that person becoming an interested shareholder; or



          2. the business combination is approved by the holders of a majority
     of the outstanding voting stock not beneficially owned by such interested
     shareholders; or



          3. the business combination is approved by disinterested shareholders
     at a meeting called no earlier than five years after the interested
     shareholder's stock acquisition date; or



          4. the business combination meets certain valuation requirements for
     the stock of the New York corporation.



     An "interested shareholder" is defined as any person that (a) is the
beneficial owner of 20% or more of the outstanding voting stock of a New York
corporation or (b) is an affiliate or associate of the corporation that at any
time during the prior five years was the beneficial owner, directly or
indirectly, of 20% or more of the than outstanding voting stock.



     A "business combination" includes mergers, asset sales and other
transactions resulting in financial benefit to the interested shareholder.
Subject to certain exceptions, an "interested shareholder" is a person who,
together with affiliates and associates, owns, or within five years did own, 20%
or more of the corporations outstanding voting stock. This statute could
prohibit or delay the accomplishment of mergers or other takeover or change in
control attempts with respect to us and, accordingly, may discourage attempts to
acquire us. These provisions are likely to impose greater restrictions on an
unaffiliated shareholder than on the existing shareholders who will continue to
own a majority of our outstanding common stock after this offering.



     The "stock acquisition," with respect to any person and any New York
corporation, means the date that such person first becomes an interested
shareholder of such corporation.



TRANSFER AGENT AND REGISTRAR



     The transfer agent and registrar for the common stock is American Stock
Transfer and Trust Company. Its address is 1825 Lawrence Street #44, Denver,
Colorado 80202 and its telephone number at this location is (303) 234-5300.

                                       41
<PAGE>   43


                                  UNDERWRITING



     Subject to the terms and conditions set forth in the underwriting agreement
among us and the underwriters named below, each of the underwriters has
severally agreed to purchase from us, and we have agreed to sell to the
underwriters, the number of shares of common stock set forth below opposite each
underwriter's name, at the initial public offering price per share less the
underwriting discounts and commissions set forth on the cover page of this
prospectus.



<TABLE>
<CAPTION>
                                                               NUMBER
UNDERWRITERS                                                  OF SHARES
------------                                                  ---------
<S>                                                           <C>
Gerard Klauer Mattison & Co., Inc...........................
          Total.............................................
</TABLE>



     The underwriting agreement sets forth that the obligations of the several
underwriters to pay for and accept delivery of the shares and provides that the
several underwriters will purchase all of the shares, if any of the shares are
purchased.



     The representative has advised us that the underwriters initially propose
to offer the shares of common stock directly to the public at the initial public
offering price per share set forth on the cover page of this prospectus and to
certain dealers at such price less a concession not in excess of $     per
share. The underwriters may allow, and these dealers may reallow, a concession
not in excess of $     per share to other dealers. After this offering, the
public offering price, concession and re-allowance may be changed.



     We have granted to the underwriters an option, exercisable during the
45-day period after the date of this prospectus, to purchase up to an aggregate
of * additional shares of common stock at the initial public offering price per
share less the underwriting discounts and commissions set forth on the cover
page of this prospectus. The underwriters may exercise this option only to cover
over-allotments, if any, made in connection with the sale of the shares of
common stock offered hereby. To the extent that the underwriters exercise this
option, each underwriter will be obligated, subject to certain conditions, to
purchase the number of additional shares of common stock proportionate to the
underwriters' initial commitment reflected in the preceding table.



     We and the underwriters have agreed to indemnify each other against, or to
contribute to losses arising out of, untrue statements of omissions of material
facts contained in this prospectus and the registration statement of which it is
a part in connection with this offering. We and the underwriters are each aware
that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.



     The representative, on behalf of the underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934. Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position. Stabilizing transactions permit bids
to purchase shares so long as the stabilizing bids do not exceed a specified
maximum. Syndicate covering transactions involve purchases of shares in the open
market after the distribution has been completed in order to cover syndicate
short positions. Penalty bids permit the representative, on behalf of the
underwriters, to reclaim a selling concession from a syndicate member when the
shares originally sold by the syndicate member are purchased in a syndicate
covering transaction to cover syndicate short positions. Such over-allotment,
stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the common stock to be higher than it would otherwise be in
the absence of such transactions. These transactions may be effected on the
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.



     We have agreed not to and we believe that each of our directors, officers,
employees, stockholders, option holders and warrant holders will agree not to,
directly or indirectly, offer for sale, contract to sell, sell, grant any other
person the right to acquire or otherwise dispose of (or enter into any
transaction or


                                       42
<PAGE>   44


arrangement which is designed to, or could be expected to, result in the
disposition at any time in the future of) any shares of common stock for a
period of 180 days after the date of this prospectus, without the consent of the
representative. We believe that each of our directors, officers, employees,
stockholders, option holders and warrant holders will agree not to exercise any
registration rights relating to any shares of common stock for a period of 180
days after the date of this prospectus, without the consent of the
representative. We have agreed not to file with the SEC a registration statement
relating to any securities, for a period of 180 days after the date of this
prospectus, without the consent of the representative.



     Application will be made for quotation of the common stock on the Nasdaq
National Market System under the symbol "CLNK."



     In connection with this offering, we have agreed to sell the
representative's warrants to the representative for a nominal price. The
representative's warrants entitle the representative to purchase shares in an
amount equal to 10% of the total number of shares sold in this offering
(excluding shares subject to the underwriters' over-allotment option). The
shares issuable upon exercise of the representative's warrants will be in all
respects identical to the shares offered to you. The representative's warrants
will be limited to a term of five years from the date of this prospectus and
will be exercisable for a four-year period commencing 12 months after the date
of this prospectus, at a per share exercise price equal to 120% of the initial
public offering price per share set forth on the cover page of this prospectus.
The representative's warrants may not be sold, assigned, transferred, pledged or
hypothecated except to the underwriters' officers and employees. Pursuant to the
terms of the underwriting agreement, we have agreed to register the securities
underlying the representative's warrants in this offering. For the term of the
representative's warrants, the holders thereof are given the opportunity to
profit from a rise in the market price of the common stock, which may result in
a dilution of the interest of other shareholders. As a result, we may find it
more difficult to raise additional equity capital if it should be needed for our
business while the representative's warrants are outstanding. The holders of the
representative's warrants might be expected to exercise them at a time when we
would, in all likelihood, be able to obtain additional equity capital on terms
more favorable to us than those provided by the representative's warrants. Any
profit realized on the sale of the shares issuable upon the exercise of the
representative's warrants may be deemed additional underwriting compensation. We
have also retained the representative to act as our financial advisor.



     The preceding description includes a summary of the principal terms of the
underwriting agreement and the representative's warrant agreement and does not
purport to be complete. The underwriting agreement and the representative's
warrant agreement are filed as exhibits to the registration statement of which
this prospectus forms a part and should be referenced for the complete contents
of these documents. Each statement is qualified in all respects by reference to
these documents.



                                 LEGAL MATTERS



     The validity of the shares offered hereby will be passed upon for us by
Foley, Hoag & Eliot LLP, Boston, Massachusetts. Legal matters will be passed
upon for the underwriters by Kelley Drye & Warren LLP, Stamford, Connecticut.


                                       43
<PAGE>   45


                                    EXPERTS



     Radin Glass & Co., LLP, independent accountants, have audited our
consolidated financial statements at June 30, 1998 and 1999 and for each of the
three years in the period ended June 30, 1999, as set forth in their report. We
have included financial statements in this prospectus and elsewhere in the
registration statement in reliance on the report of Radin, Glass & Co., LLP
given on their authority as experts in accounting and auditing.



     Radin Glass & Co., LLP, independent accountants, have audited the financial
statements of Online Network, L.L.C., T/A Online Scouting Network at September
30, 1998 and 1997, and for each of the two years in the period ended September
30, 1998, as set forth in their report. We have included financial statements in
this prospectus and elsewhere in the registration statement in reliance on the
report of Radin, Glass & Co., LLP given on their authority as experts in
accounting and auditing.



     Paolilli & Jarek, LLC, independent accountants, have audited the financial
statements of ECI, Inc. at December 31, 1998, 1997 and 1996, and for each of the
three years in the period ended December 31, 1998, as set forth in their report.
We have included financial statements in this prospectus and elsewhere in the
registration statement in reliance on the report of Paolilli & Jarek, LLC, given
on their authority as experts in accounting and auditing.



     Schenck & Associates SC, independent accountants, have audited the
financial statements of Student Success (a Division of Graphic Management
Corporation) at December 31, 1998 and 1997, and for each of the three years in
the period ended December 31, 1998, as set forth in their report. We have
included financial statements in this prospectus and elsewhere in the
registration statement in reliance on the report of Schenck & Associates SC,
given on their authority as experts in accounting and auditing.



                      WHERE YOU CAN FIND MORE INFORMATION



     We have filed a registration statement on Form S-1 with the SEC for our
common stock offered hereby. This prospectus does not contain all of the
information set forth in the registration statement. You should refer to the
registration statement and its exhibits for additional information. Whenever we
make reference in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.



     You can read our SEC filings, including the registration statement, over
the Internet at the SEC's Web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade
Center, Thirteenth Floor, New York, New York 10048. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section
of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference facilities.



     We are subject to the reporting requirements of Section 15(d) of the
Securities Exchange Act of 1934. We are current in the filing of all required
reports with the SEC.


                                       44
<PAGE>   46


                         INDEX TO FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
CYTATION.COM INCORPORATED
Report of Independent Auditor...............................     F-2
Balance Sheets as of June 30, 1999..........................     F-3
Statements of Operations for the years ended June 30, 1999,
  1998 and 1997.............................................     F-4
Statement of Changes in Shareholders' Equity (Deficit)......     F-5
Statements of Cash Flows for the years ended June 30, 1999,
  1998 and 1997.............................................     F-6
Notes to Financial Statements...............................     F-7

CYTATION.COM INCORPORATED AND SUBSIDIARIES PRO FORMA
Pro Forma Balance Sheet as of June 30, 1999 (Unaudited).....    F-15
Pro Forma Statement of Operations for the year ended June
  30, 1999 (Unaudited)......................................    F-16
Notes to the Pro-Forma Financial Statements.................    F-17

ECI, INC
Report of Independent Auditor...............................    F-19
Balance Sheets as of December 31, 1998 and 1997.............    F-20
Statements of Operations for the years ended December 31,
  1998, 1997 and 1996.......................................    F-21
Statement of Changes in Stockholders' Deficit...............    F-22
Statements of Cash Flows for the years ended December 31,
  1998, 1997 and 1996.......................................    F-23
Notes to Financial Statements...............................    F-24
Unaudited Balance Sheet as of June 30, 1999 and Balance
  Sheet as of December 31, 1998.............................    F-29
Unaudited Statement of Operations for the six months ended
  June 30, 1999.............................................    F-30
Unaudited Statement of Cash Flows for the six months ended
  June 30, 1999.............................................    F-31
Notes to Unaudited Financial Statements.....................    F-32

ONLINE SCOUTING NETWORK, L.L.C.
Report of Independent Auditor...............................    F-33
Balance Sheets as of September 30, 1998 and 1997............    F-34
Statements of Operations for the years ended September 30,
  1998 and 1997.............................................    F-35
Statements of Cash Flows for the years ended September 30,
  1998 and 1997.............................................    F-36
Notes to Financial Statements...............................    F-37
Unaudited Balance Sheet as of June 30, 1999.................    F-41
Unaudited Statement of Operations for the nine months ended
  June 30, 1999.............................................    F-42
Unaudited Statement of Cash Flows for the nine months ended
  June 30, 1999.............................................    F-43
Notes to Unaudited Financial Statements.....................    F-44

STUDENT SUCCESS (A DIVISION OF GRAPHIC MANAGEMENT
  CORPORATION)
Report of Independent Auditor...............................    F-45
Balance Sheets as of December 31, 1998 and 1997.............    F-46
Statement of Income and Changes in Division Equity for the
  years ended December 31, 1998 and 1997....................    F-47
Statements of Cash Flows for the years ended December 31,
  1998 and 1997.............................................    F-48
Notes to Financial Statements...............................    F-49
</TABLE>


                                       F-1
<PAGE>   47


                          INDEPENDENT AUDITOR'S REPORT



Shareholders and Directors

Cytation.com Incorporated

Newport, Rhode Island 02842



     We have audited the accompanying balance sheets of Cytation.com
Incorporated as of June 30, 1999 and 1998, and the related statements of
operations, shareholders' equity (deficit) and cash flows for each of the three
years ended June 30, 1999, 1998 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.


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


     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cytation.com Incorporated as
of June 30, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years ended June 30, 1999, 1998 and 1997 in conformity
with generally accepted accounting principles.



                                          Radin, Glass & Co., LLP

                                          Certified Public Accountants

New York, New York

September 3, 1999


                                       F-2
<PAGE>   48


                           CYTATION.COM INCORPORATED



                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                       JUNE 30,
                                                              --------------------------
                                                                 1999           1998
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $ 1,371,100    $    46,362
  Accounts receivable, net of allowance for doubtful
     accounts of $10,000 and $4,200.........................      100,163         72,113
  Prepaid expenses and other assets.........................       85,249         12,878
                                                              -----------    -----------
          TOTAL CURRENT ASSETS..............................    1,556,512        131,353
FURNITURE AND EQUIPMENT, net of accumulated depreciation....      250,484        190,353
SOFTWARE DEVELOPMENT, net of accumulated amortization of $0
  and $36,287, respectively.................................           --         36,283
                                                              -----------    -----------
                                                              $ 1,806,996    $   358,189
                                                              ===========    ===========

                         LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable..........................................  $   278,372    $    35,988
  Accrued payroll...........................................       84,725        216,709
  Accrued expenses..........................................       32,247         48,567
  Unearned revenue..........................................       35,000         57,126
  Note payable shareholder..................................           --         45,000
  Shareholder advance payable...............................           --         13,071
  Current portion of capital lease obligation...............           --          1,469
                                                              -----------    -----------
          TOTAL CURRENT LIABILITIES.........................      430,344        417,930
CAPITAL LEASE OBLIGATION....................................           --          9,580
COMMITMENTS AND CONTINGENCIES...............................           --             --
SHAREHOLDERS' DEFICIT:
  Preferred stock, $1,000 stated value, $.001 par value,
     authorized 1,000 shares, issued and outstanding 543
     shares.................................................           --        542,500
  Preferred stock, $0.01 par value, authorized 7,500,000....           --             --
  Series A Convertible Preferred Stock, $4.00 stated value,
     $.01 par value, authorized 2,500,000 shares, issued and
     outstanding 775,000 shares.............................    3,100,000             --
  Common stock, $.001 par value, authorized 100,000,000 and
     5,765,000 shares, issued and outstanding 9,152,211 and
     3,482,556 shares.......................................        9,152            604
  Additional paid-in capital................................    2,459,718        993,368
  Accumulated deficit.......................................   (4,192,218)    (1,605,793)
                                                              -----------    -----------
          TOTAL SHAREHOLDERS' EQUITY (DEFICIT)..............    1,376,652        (69,321)
                                                              -----------    -----------
                                                              $ 1,806,996    $   358,189
                                                              ===========    ===========
</TABLE>


                       See notes to financial statements

                                       F-3
<PAGE>   49


                           CYTATION.COM INCORPORATED



                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                  YEAR ENDED JUNE 30,
                                                        ---------------------------------------
                                                           1999           1998          1997
                                                        -----------    ----------    ----------
<S>                                                     <C>            <C>           <C>
NET REVENUES:
  Development of proprietary technology...............  $        --    $  500,000    $       --
  Online training service revenues....................      162,884            --            --
  Web site hosting....................................      235,522       210,700        82,971
  Other revenues......................................      163,515       533,183       376,754
                                                        -----------    ----------    ----------
                                                            561,921     1,243,883       459,725
                                                        -----------    ----------    ----------
EXPENSES:
  Payroll, payroll taxes and related benefits.........    1,173,439     1,018,786       589,356
  Investor relations..................................      376,824            --            --
  Depreciation and amortization.......................      131,545        93,554        66,949
  Advertising.........................................       49,428        13,268       127,155
  Other general and administrative expenses...........    1,375,057       741,028       558,978
                                                        -----------    ----------    ----------
                                                          3,106,293     1,866,636     1,342,438
LOSS FROM OPERATIONS..................................   (2,544,372)     (622,753)     (882,713)
INTEREST EXPENSE......................................       42,053         7,579         5,786
                                                        -----------    ----------    ----------
NET LOSS..............................................  $(2,586,425)   $ (630,332)   $ (888,499)
                                                        ===========    ==========    ==========
NET LOSS PER SHARE....................................  $     (0.40)   $    (0.18)   $    (0.29)
                                                        ===========    ==========    ==========
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
  COMPUTATION.........................................    6,531,153     3,499,857     3,033,036
                                                        ===========    ==========    ==========
</TABLE>


                       See notes to financial statements

                                       F-4
<PAGE>   50


                           CYTATION.COM INCORPORATED



             STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>
                                                                                                           TOTAL
                                  PREFERRED STOCK         COMMON STOCK      ADDITIONAL                 SHAREHOLDERS'
                                --------------------   ------------------    PAID-IN                      EQUITY
                                SHARES      AMOUNT      SHARES     AMOUNT    CAPITAL      (DEFICIT)      (DEFICIT)
                                -------   ----------   ---------   ------   ----------   -----------   -------------
<S>                             <C>       <C>          <C>         <C>      <C>          <C>           <C>
Balance -- June 30, 1996......       --   $       --   2,338,866   $2,338   $   39,974   $   (61,962)   $   (19,650)
  Issuance of shares with
    debt......................       --           --      36,994       37        2,082            --          2,119
  Issuance of shares for
    compensation..............       --           --       9,512       10       12,365            --         12,375
  Issuance of shares to
    founder...................       --           --     422,684      423         (350)      (25,000)       (24,927)
  Issuance of warrants for
    compensation..............       --           --          --       --       14,931            --         14,931
  Sale of common shares, less
    expenses..................       --           --     674,499      674      874,253            --        874,927
  Preferred issued............      105          105          --       --       99,950            --        100,055
  Net loss for the period.....       --           --          --       --           --      (888,499)      (888,499)
                                -------   ----------   ---------   ------   ----------   -----------    -----------
Balance -- June 30, 1997......      105      105,000   3,482,556    3,483      938,310      (975,461)        71,332
  Preferred issued............      438      437,500          --       --           --            --        437,500
  Issuance of options for
    services..................       --           --          --       --       52,180            --         52,180
  Net loss for the period.....       --           --          --       --           --      (630,332)      (630,332)
                                -------   ----------   ---------   ------   ----------   -----------    -----------
Balance -- June 30, 1998......      543      542,500   3,482,556    3,483      990,490    (1,605,793)       (69,320)
  Preferred conversion........     (543)    (542,500)    453,976      454      542,046            --             --
  Issuance of shares for
    assets....................       --           --   1,345,350    1,345      145,954            --        147,299
  Issuance of shares for
    compensation..............       --           --   1,372,070    1,372        1,008            --          2,380
  Issuance of shares for
    services..................       --           --     559,438      559      376,391            --        376,950
  Sale of common shares, less
    expenses..................       --           --     374,725      375      194,625            --        195,000
  Effect of merger
    transaction...............       --           --   1,204,096    1,204        1,029            --          2,233
  Issuance of shares with
    debt......................       --           --     360,000      360      250,660            --        251,020
  Preferred issued-Series A...  775,000    3,100,000          --       --           --            --      3,100,000
  Dividends...................       --           --          --       --      (42,485)           --        (42,485)
  Net loss for the period.....       --           --          --       --           --    (2,586,425)    (2,586,425)
                                -------   ----------   ---------   ------   ----------   -----------    -----------
Balance -- June 30, 1999......  775,000   $3,100,000   9,152,211   $9,152   $2,459,718   $(4,192,218)   $ 1,376,652
                                =======   ==========   =========   ======   ==========   ===========    ===========
</TABLE>


                       See notes to financial statements

                                       F-5
<PAGE>   51


                           CYTATION.COM INCORPORATED



                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                       YEAR ENDED JUNE 30,
                                                              -------------------------------------
                                                                 1999          1998         1997
                                                              -----------    ---------    ---------
<S>                                                           <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................  $(2,586,425)   $(630,332)   $(888,499)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization...........................      131,545       93,554       66,949
    Write off of accounts receivables.......................       89,800           --           --
    Net loss on equipment disposal..........................        1,231        8,061        3,033
    Issuance of shares, options and warrants as compensation
      and services..........................................      384,308       52,180       27,106
  Increase (decrease) to cash attributable to changes in
    assets and liabilities:
    Accounts receivable.....................................     (117,850)     (34,121)     (37,992)
    Due from sale of "dial-up" access service...............           --       69,810      (69,810)
    Prepaid expenses and other assets.......................      (72,372)      (6,190)      13,518
    Increase in other assets................................           --           --       (3,000)
    Accounts payable........................................      242,384      (15,874)      49,863
    Accrued expenses........................................      (16,320)      23,615       24,952
    Accrued payroll.........................................     (131,984)     131,941       84,768
    Unearned revenues.......................................      (22,126)      30,180       26,946
                                                              -----------    ---------    ---------
    NET CASH USED IN OPERATING ACTIVITIES...................   (2,097,809)    (277,176)    (702,166)
                                                              -----------    ---------    ---------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of furniture and equipment.......................      (26,520)     (80,216)    (216,795)
  Proceeds from equipment disposals.........................        9,600        1,665       29,155
  Proceeds from rent deposit................................        5,050           --           --
  Capitalization of software development costs..............                        --      (72,570)
                                                              -----------    ---------    ---------
      NET CASH USED IN INVESTING ACTIVITIES.................      (11,870)     (78,551)    (260,210)
                                                              -----------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of preferred shares................    3,100,000      437,500           --
  Proceeds/payments from issuance of debt...................       66,021           --      114,306
  Proceeds from issuance of common shares...................      195,000           --      874,500
  Issuance of shares to founder.............................           --           --      (25,000)
  Issuance of common stock with debt........................      185,000           --           --
  Payments of dividends.....................................      (42,485)          --           --
  Note payable to shareholder...............................      (45,000)          --           --
  Shareholder advances payable..............................      (13,071)     (34,973)          --
  Principal payments on capital lease obligations...........      (11,049)      (2,865)      (2,141)
                                                              -----------    ---------    ---------
      NET CASH PROVIDED BY FINANCING ACTIVITIES.............    3,434,416      399,662      961,665
                                                              -----------    ---------    ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........    1,324,737       43,935         (711)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............       46,362        2,428        3,139
                                                              -----------    ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $ 1,371,100    $  46,362    $   2,428
                                                              ===========    =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest................................................  $    32,979    $   7,579    $   5,786
                                                              ===========    =========    =========
    Taxes...................................................  $       996    $      --    $      --
                                                              ===========    =========    =========
  Noncash
    Issuance of stock for debt..............................  $    66,021    $      --    $      --
                                                              ===========    =========    =========
    Issuance of common stock for assets.....................  $     2,299    $      --    $      --
                                                              ===========    =========    =========
    Preferred stock conversion to common stock..............  $   542,500    $      --    $      --
                                                              ===========    =========    =========
    Stock issued for services...............................  $   384,308    $      --    $      --
                                                              ===========    =========    =========
    Stock issued for assets.................................  $   147,299    $      --    $      --
                                                              ===========    =========    =========
</TABLE>


                       See notes to financial statements

                                       F-6
<PAGE>   52


                           CYTATION.COM INCORPORATED



                         NOTES TO FINANCIAL STATEMENTS



1.  BUSINESS



     Cytation.com Incorporated, a New York corporation ("Cytation.com"), is the
surviving corporation in a merger with Cytation Corporation, a Rhode Island
corporation which was previously known as Web Services International, Inc.
(Cytation Corporation, together with Web Services International, Inc. (Cytation
Corporation, together with Web Services International, Inc. are herein
collectively referred to as "WSI"). The merger occurred on March 5, 1999 (Note
7). Cytation.com was previously known as Stylex Homes, Inc. ("Stylex"). Although
Stylex was incorporated in 1969, it did not conduct any business after 1992.



     Cytation.com is a reporting company under the Securities Exchange Act of
1934.



     WSI was incorporated under the laws of the State of Rhode Island in January
1996 to market and host various forms of content on the World Wide Web and to
provide dial-up access to the Internet. Through the end of 1997, the WSI
marketed the design, origination and hosting of Web sites and Web content to
small and medium size businesses. WSI also provided various consulting services
to customers in connection with the development and sale of Web content. In
December 1997, WSI entered into a joint venture and related contract for the
development of online training systems. At the time, WSI discontinued its Web
content sale and development business (except for work in process and Web
hosting) and focused its operations, which generated some revenue for the
balance of the fiscal year ended June 30, 1999. As a result of the acquisition
of ECI, Inc. in August 1999, Cytation.com, through its CollegeLink.com
Incorporated subsidiary, is also engaged in providing online college application
and related services to high school students and their parents (Note 12).



     Cytation.com, together with WSI, is hereinafter referred to as the
"Company". All references to share issuances are after the recapitalization
transaction in which each share of WSI was converted into 5.765 shares of
Cytation.com (Note 7).


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Basis of Presentation -- The preparation of financial statements in
accordance with generally accepted accounting principles requires management to
make significant estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual results
could differ from those estimates.

     b.  Furniture and Equipment -- Furniture and equipment are stated at cost
and depreciated using the straight-line method over the estimated useful lives
of the assets ranging from three to seven years for equipment, auto and
furniture.

         Leasehold improvements are amortized over the term of the lease or the
estimated life of the improvement, whichever is shorter. Whenever assets are
sold or retired, their cost and related accumulated depreciation are removed
from the appropriate accounts. Any gains and losses on dispositions are recorded
in current operations.


     c.  Software Development Costs -- The Company capitalizes software
development costs in accordance with SFAS 86. The Company did not capitalize any
software development costs during the years ended June 30, 1999 and 1998,
respectively. Software development costs were fully amortized at June 30, 1999.



     d.  Fair Value of Financial Instruments -- The carrying amounts reported in
the balance sheet for cash, trade receivables, accounts payable and accrued
expenses approximate fair value based on the short-term maturity of these
instruments.

                                       F-7
<PAGE>   53

                           CYTATION.COM INCORPORATED



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


     e.  Income Taxes -- The Company utilizes the liability method of accounting
for income taxes as set forth in SFAS 109, "Accounting for Income Taxes." Under
the liability method, deferred taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expected
to reverse.


     f.  Revenue Recognition -- Revenues from Web services are recognized as
such services are performed. Revenues from Web site hosting are recognized on a
monthly basis. No revenue from Web design services was recorded for the year
ended June 30, 1999.


     g.  Employee Stock Options and Shares Issued for Services -- The Company
accounts for employee stock transactions in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees." The Company has adopted the proforma
disclosure requirements of SFAS 123, "Accounting for Stock-Based Compensation."
Accordingly, any excess of fair market value of stock issued to employees over
exercise prices has been recorded as compensation expense and additional paid in
capital.


     Shares issued for services of non-employees are recorded at estimated fair
value.



     h.  Loss Per Share -- The Company has adopted SFAS 128, "Earnings per
Share." Earnings per common share are computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
during the period. The earnings per common share, assuming dilution, computation
gives effect to all dilutive potential common shares during the period. The
computation assumes that the outstanding stock options and warrants were
exercised and that the proceeds were used to purchase common shares of the
Company. Earnings per share computation for each of the three years ended June
30, 1999, 1998 and 1997 have been restated to reflect this new standard.



     i.  Accounting for Long-Lived Assets -- The Company reviews long-lived
assets, certain identifiable assets and any goodwill related to those assets for
impairment whenever circumstances and situations change such that there is an
indication that the carrying amounts may not be recoverable. At June 30, 1999
and 1998 respectively, the Company believes that there has been no impairment of
long-lived assets.



     j.  Advertising Costs -- Advertising costs are expensed as incurred except
for direct response advertising, the costs of which are deferred and amortized
over the period the related sales are recorded. There was no deferral or
amortization for direct response advertising costs for each of the three years
ended June 30, 1999, 1998 and 1997, respectively.



3.  CASH AND CASH EQUIVALENTS



     The Company classifies as cash and cash equivalents highly liquid
investments with maturities of less than ninety days at June 30, 1999. The
Company did not have cash equivalents at June 30, 1998.



4.  JOINT VENTURE AGREEMENT



     In December 1997, the Company entered into a joint venture agreement with
EER Systems Inc. ("EER"), a supplier of systems design, development and
integration capabilities specializing in flight, information and training
systems. Cytation Corporation ("Cytation Delaware") a Delaware corporation was
incorporated pursuant to the joint venture agreement. Simultaneously, the
Company entered into a development agreement with Cytation Delaware, receiving
$500,000 to develop certain software.



     In July 1998, EER loaned the Company $300,000.  This loan was repaid in
1999. In addition, the Company issued to EER 175,000 common shares in settlement
of a potential claim by EER that it was entitled to convert the loan into a
significantly greater number of common shares.



     In July 1998 the Company purchased the assets of Cytation Delaware, of
which it was a fifty percent owner, in exchange for equity. (Note 7).


                                       F-8
<PAGE>   54

                           CYTATION.COM INCORPORATED



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



5.  FURNITURE AND EQUIPMENT



     Furniture and equipment consist of the following at June 30:



<TABLE>
<CAPTION>
                                                      ESTIMATED
                                                     USEFUL LIVES      1999        1998
                                                     ------------    --------    --------
<S>                                                  <C>             <C>         <C>
Computer and office equipment......................       3          $340,798    $177,072
Furniture and fixtures.............................       7            68,542      68,542
Leasehold improvements.............................       5            42,566      42,566
Auto under capital lease obligation................       5                --      18,055
                                                                     --------    --------
                                                                      451,906     306,235
Less accumulated depreciation......................                   201,422     115,682
                                                                     --------    --------
                                                                     $250,484    $190,553
                                                                     ========    ========
</TABLE>



6.  SHORT-TERM BORROWINGS



     The Company issued a note payable of $300,000 in July 1998 to a related
party. The Company repaid the note in May 1999.



     The Company received $370,000 from the issuance of six-month 12% debentures
in January and February 1999. This debt financing was repaid with the proceeds
of the sale of preferred stock in April 1999 (Note 7). The Company also issued
185,000 shares of its common stock in connection with the repayment of the
debentures.



     The Company had two short-term debt instruments outstanding at June 30,
1998 payable to shareholders totaling approximately $58,000. Both debt
instruments were non-interest bearing and were repaid during the year ended June
30, 1999.



7.  EQUITY AND OTHER FINANCING



     a.  During the years ended June 30, 1997 and 1996, the Company issued
$18,750 and $50,000 of debt with 36,994 and 49,325 shares, respectively. The
amounts allocated to the shares have been recorded as debt discount and were
amortized.



     b.  In February 1997, the Company completed a sale of 691,800 of its common
shares at $1.30 per share. A portion of these shares was sold over the Internet.



     c.  During the year ended June 30, 1997, the Company issued $105,000 of
debt units consisting of promissory notes and stock purchase warrants ("Units").
The promissory notes were automatically converted to shares of Series A 10%
convertible preferred notes, $.001 par value with a stated value of $1,000
("CPS"). Each share of CPS is subject to mandatory and automatic conversion into
the Company's common shares upon the effective date of an initial public
offering of the Company's common shares or September 1, 1998, whichever occurs
first. In addition each preferred shareholder received one stock purchase
warrant for each share of common stock received upon conversion of the CPS. Each
warrant entitled the holder to purchase one share of common stock at a purchase
price per share of $1.30 per share.



     d.  During July through November 1997, the Company issued approximately
$438,000 of "Units". The promissory notes were automatically convertible into
CPS. Each share of CPS was automatically converted into the Company's common
shares on September 1, 1998. In addition, each preferred shareholder received
one stock purchase warrant for each share of common stock received upon
conversion of the CPS. Each warrant entitled the holder to purchase one share of
common stock at a purchase price per share of $1.30 per share.

                                       F-9
<PAGE>   55

                           CYTATION.COM INCORPORATED



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



     e.  In October 1997, the Company amended its Articles of Incorporation to
change the aggregate number of shares the Company has authority to issue from
1,000,000 to 1,001,000, consisting of 1,000,000 shares of common stock, $.001
par value per share, and 1,000 shares of preferred stock. Thereafter, the board
of directors of the Company authorized the issuance of the CPS, which was issued
to the holders of the Units in cancellation of their promissory notes. In the
year ended June 30, 1999, the Company cancelled the authorization of one
thousand shares of $0.001 par value, preferred stock.



     f.  In July 1998, the Company issued approximately 1,325,000 of its common
stock to acquire the assets of Cytation Delaware (Note 4). The assets have been
recorded at $2,299 which approximates the fair market value of the shares at the
time of the transaction.



     g.  In July 1998, the Company issued a warrant for services to purchase
5,000 shares of the Company's common stock at an exercise price of $.01 per
share, which approximates fair value at time of issuance.



     h.  In December 1998, when management believed the fair market value of the
shares was $0.002 per share, management reduced the exercise price of previously
outstanding stock options to $0.002 and all employees exercised such shares for
compensation. Such compensation was recorded at $0.002 per share for 1,372,000
shares.



     i.  In December 1998, the Company issued approximately 29,000 warrants,
expiring in August 2001, exercisable at $0.52, in connection with a sale of
stock in prior years.



     j.  In January 1999, the Company received $195,000 from the issuance in a
private placement of approximately 375,000 shares of its common stock.



     k.  On March 5, 1999 Cytation.com was acquired by Cytation Corporation
through a "reverse merger" transaction, whereby each outstanding share of
Cytation Corporation (formerly Web Services) was converted into 5.765 shares of
Cytation.com Incorporated. The merger has been accounted for as a
"Recapitalization" as if Cytation.com Incorporated issued additional shares for
the $233 of assets of Stylex Homes, Inc. The number of common share information
has been adjusted to reflect the effects of the merger agreement.



     l.  In April 1999, the Company received $3,100,000 in exchange for 775,000
6% cumulative preferred stock designated as "Series A Convertible Preferred
Stock" ("Preferred A") from two investors. "Preferred A" has a stated value of
$4.00 per share, a par value of $.01 per share and dividends payable quarterly.
Any holder of Preferred A may at any time convert stock into the common Stock of
the Company at a ratio of one share of common Stock for each share of Preferred
A. The Company may require conversion on or after the first anniversary of the
initial purchase if the closing bid price for its common shares exceeds $6.00
for twenty consecutive trading days.



     In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the Company, the holders of the issued and
outstanding Preferred A are entitled to receive $4.00 for each share of
Preferred A, before any distribution of the assets of the Company shall be made
to the holders of any other capital stock.



     m.  In March 1999, the Company amended its Articles of Incorporation to
change the aggregate number of shares the Company has authority to issue to
110,000,000 shares, consisting of 100,000,000 shares of common stock, par value
$.001 per share and 10,000,000 shares of preferred stock, par value $.01 per
share.



     n.  During the year the Company agreed to issue 504,000 shares to unrelated
parties for financial services, which shares were recorded at fair market value
at the time of the agreement of $0.002 per share.


                                      F-10
<PAGE>   56

                           CYTATION.COM INCORPORATED



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



In April and May 1999, the Company issued 55,000 shares to unrelated parties for
financial services, which shares were recorded at fair market values from $6.50
per share to $7.50 per share.



     o.  In June 1999, the Company issued 20,000 shares of its common stock for
the purchase of computer equipment valued at $145,000.



     p.  In May 1999, the Company agreed to issue to its outside directors, who
are not principals of shareholders which own more than 10% of the Company,
options to purchase 10,000 shares of the Company's common stock annually, the
first grant to be effective May 7, 1999 and the second and all subsequent grants
to be effective on the day of the Company's annual meeting. As of June 30, 1999
the Company had 20,000 options, exercisable at $6.00 per option, outstanding.



     q.  For disclosure purposes in accordance with SFAS No. 123, the fair value
of each stock option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for stock options granted during the years ended June 30, 1999,
1998 and 1997, respectively: annual dividends of $0.00, expected volatility of
65% at June 30, 1999 and 20.0% at June 30, 1998 and 1997, risk-free interest
rate of 5.7% and expected life of five years for all grants. The
weighted-average fair value of the stock options granted during the year ended
June 30, 1999 was $1.48, and $0.77 for both years ended June 30, 1998 and 1997,
respectively.



     If the Company recognized compensation cost for the employee stock option
plan in accordance with SFAS No. 123, the Company's pro forma net loss and loss
per share would have been approximately, $2,913,000, $672,000 and $902,000,
$0.45, $0.19 and $0.30, in years ended June 30 1999, 1998 and 1997,
respectively.



     The following table summarizes the changes in options outstanding and the
related price ranges for shares of the Company's common stock:



<TABLE>
<CAPTION>
                                                                              WEIGHTED
                                                                              AVERAGE
                                                               SHARES      EXERCISE PRICE
                                                             ----------    --------------
<S>                                                          <C>           <C>
Outstanding at June 30, 1996...............................          --           --
  Granted..................................................     639,915          .43
  Exercised................................................          --           --
  Expired or cancelled.....................................          --           --
                                                             ----------         ----
Outstanding at June 30, 1997...............................     639,915          .43
  Granted..................................................     861,868          .43
  Exercised................................................          --           --
  Expired or cancelled.....................................     (57,650)         .43
                                                             ----------         ----
Outstanding at June 30, 1998...............................   1,444,133          .43
  Granted..................................................   1,441,186         4.32
  Exercised................................................  (1,444,133)         .01
  Expired or cancelled.....................................          --           --
                                                             ----------         ----
Outstanding at June 30, 1999...............................   1,441,186         4.32
                                                             ==========         ====
</TABLE>



     Exercise prices for options outstanding at June 30, 1999 range from $2.00
to $7.00 and the weighted average remaining contractual life is approximately
five years. The number of options exercisable and weighted average exercise
price for options exercisable at June 30, 1999 was 69,430 and $2.83.


                                      F-11
<PAGE>   57

                           CYTATION.COM INCORPORATED



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



8.  COMMITMENTS AND CONTINGENCIES



     a.  In December 1996, the Company issued to a founder of the Company,
422,684 shares of stock and a note for $45,000 for the receipt of certain
assets. The assets received have been recorded at fair value; the excess of the
note issued over the assets received has been recorded as a distribution. The
note was repaid in April 1999.



     b.  Rent expense under all operating leases was approximately $42,000,
$43,000, and for each of the years ended June 30, 1999, 1998 and 1997,
respectively. The future minimum rental payments to be made under noncancellable
operating leases as of June 30, 1999 are as follows:



<TABLE>
<S>                                                  <C>
1999-2000..........................................  $40,560
2000-2001..........................................   12,510
2001-2002..........................................      690
2002-2004..........................................       --
</TABLE>



     The Company entered into a month to month basis lease agreement commencing
May 1, 1999, for two additional offices at its Aquidneck Avenue location, at a
rate of $450 per month.



     c.  The Company entered into an agreement on April 19, 1999 with a
California corporation ("the Consultant") in an effort to expand the investor
base and the number of market professionals who are aware of the Company's
activities. The Company paid the Consultant $7,500 per month for three months.



     d.  Effective February 1999, the Company entered into three-year employment
agreements with two officers who are principal stockholders of the Company.



     e.  The Company has an agreement with an agency for marketing and public
relations services commencing April 1, 1999 with no expiration date. Either
party may terminate agreement by notifying the other party within sixty days
prior to the date of termination. The Company has agreed to pay the agency a
monthly rate of $7,000 to compensate the agency for services in the following
areas: strategic counseling, in-house research, advertising and public
relations.



9.  CERTAIN OPERATIONS



     In April 1997, the Company sold its business of providing "dial-up" access
service to Internet users. The sales price was $30,000 plus fixed and contingent
future revenues based on the number of the Company's former "dial-up" customers
who continue to utilize the service. The Company also received radio-advertising
credits provided by the buyer. In May 1998, the Company began receiving the
contingent monthly revenue payments and received the final payment in November
1998.



     In July 1998 the Company ceased its business of Web site development.
Revenue from Web site development earned in year ended June 30, 1999 was
approximately $53,000 and was derived from contracts billed in the year ended
June 30, 1998.



10.  OPERATIONS



     The Company adopted SFAS No, 131, "Disclosure about Segments of an
Enterprise and Related Information". SFAS establishes annual and interim
reporting standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas and major customers.
Under SFAS No. 131, the Company's operations are treated as one operating
segment as it only reports profit


                                      F-12
<PAGE>   58

                           CYTATION.COM INCORPORATED



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



and loss information on an aggregate basis to the chief operating decision maker
of the Company. Information about the Company's product sales and major
customers are as follows at June 30,:



<TABLE>
<CAPTION>
                                                      1999         1998         1997
                                                    --------    ----------    --------
<S>                                                 <C>         <C>           <C>
PRODUCT SALES
  Development of proprietary technology...........  $     --    $  500,000    $     --
  Online training service revenues................   162,884            --          --
  Web site hosting................................   235,521       210,700      82,971
  Web site design and origination.................    52,718       416,574     109,883
  Subscriber access...............................    95,923        53,853     172,882
  Other...........................................    14,875        62,756      93,989
                                                    --------    ----------    --------
  Total Sales.....................................  $561,921    $1,243,883    $459,725
                                                    ========    ==========    ========
</TABLE>



     No customer accounted for more than ten percent of the revenues, other than
for online training services: (Note 4), of the Company in each of the three
years ended June 30, 1999, 1998 and 1997, respectively.



11.  INCOME TAXES



     The Company accounts for income taxes under SFAS 109, "Accounting for
Income Taxes" which requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial
statements and tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax loss and tax credit carryforwards. At June
30, 1999, the Company had net operating loss carryforward of approximately
$3,800,000, expiring in 2013 and 2014. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. At June 30, 1999 and 1998, a valuation allowance was
provided against the tax asset.



     The components of the net deferred tax asset consist of the following:



<TABLE>
<CAPTION>
                                                                 1999         1998
                                                              ----------    --------
<S>                                                           <C>           <C>
Net operating loss carryforward.............................  $1,330,000    $420,000
Temporary differences.......................................       4,000       1,000
Valuation allowance.........................................  (1,334,000)   (421,000)
                                                              ----------    --------
                                                              $       --    $     --
                                                              ==========    ========
</TABLE>



     The provision for income taxes differs from the amount computed applying
the statutory federal income tax rate to income before income taxes as follows
at June 30,:



<TABLE>
<CAPTION>
                                                    1999         1998         1997
                                                  ---------    ---------    ---------
<S>                                               <C>          <C>          <C>
Income tax benefit computed at statutory rate...  $(905,000)   $(221,000)   $(311,000)
Tax benefit not recognized......................    905,000      221,000      311,000
                                                  ---------    ---------    ---------
Provision for income taxes......................  $      --    $      --    $
                                                  =========    =========    =========
</TABLE>



12.  SUBSEQUENT EVENTS



     On August 10, 1999, the Company acquired ECI, Inc. through a merger
transaction. ECI is a provider of computer-based college applications and
admissions services.



     The acquisition was structured as a merger of ECI with and into Cytation's
wholly-owned subsidiary CollegeLink.com Incorporated ("CollegeLink"). As
consideration for the merger, the Company issued 550,809 of its common shares,
234,771 of its Series B Stock and paid $489 in cash. CollegeLink also


                                      F-13
<PAGE>   59
                           CYTATION.COM INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


assumed approximately $778,000 of ECI liabilities in connection with the merger
and settled a claim against ECI in exchange for 108,196 shares of the Company's
common stock and 45,000 shares of the Company's Series B stock. The Company
reserved 550,369 shares of its common stock for the conversion of the above
Series B stock.



     The Company adopted a 401K plan commencing in July 1999.



     The Company entered into a five-year lease agreement expiring November 30,
2004. Rental expense for the entire five-year period totals approximately
$641,000.



     The Company entered into agreements for directors and officers liability
insurance.


                                      F-14
<PAGE>   60


                  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)



                         CYTATION.COM INCORPORATED AND


                      SUBSIDIARIES PRO FORMA BALANCE SHEET


                                  (UNAUDITED)



     THE FOLLOWING PRO FORMA BALANCE SHEET OF CYTATION, ECI, OSN AND SSI AT


JUNE 30, 1999 IS BASED UPON HISTORICAL FINANCIAL DATA OF CYTATION, ECI, OSN AND
                                      SSI


                   GIVING EFFECT TO THE PROPOSED TRANSACTION.



<TABLE>
<CAPTION>
                                                                                                                       CYTATION
                                  CYTATION         ECI           OSN         SSI                                       PRO FORMA
                                  JUNE 30,      JUNE 30,      JUNE 30,     JUNE 30,                                    JUNE 30,
                                    1999          1999          1999         1999       DEBIT          CREDIT            1999
                                 -----------   -----------   -----------   --------   ----------     ----------       -----------
<S>                              <C>           <C>           <C>           <C>        <C>            <C>              <C>
CURRENT ASSETS:
  Cash and cash equivalents....  $ 1,371,100   $     2,258   $     2,410   $40,859    $4,000,000(7)  $      489(5A)   $ 4,966,138
                                                                                                        450,000(6D)
  Accounts receivable..........      100,163            --            --    88,237                                        188,400
  Prepaid expenses and other
    assets.....................       85,249       111,760         9,341     6,208                       53,500(5C)       159,058
                                 -----------   -----------   -----------   --------                                   -----------
        TOTAL CURRENT ASSETS...    1,556,512       114,018        11,751   135,304                                      5,313,597
GOODWILL.......................           --            --            --        --     9,118,621(5A)                   19,194,535
                                                                                          50,000(5B)
                                                                                       2,499,592(6A)
                                                                                          50,000(6B)
                                                                                       7,426,322(8A)
                                                                                          50,000(8B)
FURNITURE AND EQUIPMENT, net...      250,484        56,876        65,439    27,632                                        400,431
SOFTWARE DEVELOPMENT, net......           --            --        54,428        --                                         54,428
OTHER ASSETS...................                                             41,695                                         41,695
                                 -----------   -----------   -----------   --------                                   -----------
                                 $ 1,806,996   $   170,895   $   131,618   $204,631                                   $25,004,685
                                 ===========   ===========   ===========   ========                                   ===========
                                              LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable and accrued
    liabilities................  $   395,344   $ 1,035,499   $   814,514   $125,136   $   53,500(5C) $   50,000(5B)   $   784,378
                                                                                       1,232,615(5E)     50,000(6B)
                                                                                         450,000(6D)     50,000(8B)
  Unearned revenue.............       35,000            --        87,748    75,000                                        197,748
  Loan and notes payable.......           --     1,002,578        67,250        --                                      1,069,828
                                 -----------   -----------   -----------   --------                                   -----------
        TOTAL CURRENT
          LIABILITIES..........      430,344     2,038,077       969,512   200,136                                      2,051,954
LONG-TERM DEBT.................           --       912,188       311,698        --                                      1,223,886
COMMITMENTS AND
  CONTINGENCIES................           --            --            --        --                                             --
SHAREHOLDERS' DEFICIT:
  Preferred shares.............    3,100,000            --            --        --                    3,500,000(5A)    12,625,000
                                                                                                        675,000(5E)
                                                                                                      1,350,000(6A)
                                                                                                      4,000,000(7)
  Common shares................        9,152         1,255            --        --         1,225(5A)      2,839(5A)     8,012,579
                                                                                                            558(5E)
                                                                                                      8,000,000(8A)
  Additional paid-in capital...    2,459,718       995,542            --        --       995,542(5A)  2,835,893(5A)     5,283,485
                                                                                         569,183(8A)    557,057(5E)
  Accumulated equity
    (deficit)..................   (4,192,218)   (3,776,167)   (1,149,592)    4,495                    3,776,167(5A)    (4,192,218)
                                                                                                      1,149,592(6A)
                                                                                                         (4,495)(8A)
                                 -----------   -----------   -----------   --------                                   -----------
                                   1,376,652    (2,779,370)   (1,149,592)    4,495                                     21,728,846
                                 -----------   -----------   -----------   --------                                   -----------
                                 $ 1,806,996   $   170,895   $   131,618   $204,631                                   $25,004,685
                                 ===========   ===========   ===========   ========                                   ===========
</TABLE>



      See "Cytation.com Incorporated and Subsidiaries' Notes to Pro Forma


   Financial Statements assuming the purchase of ECI, OSN and SSI on June 30,
                                     1999."

                                      F-15
<PAGE>   61


                   CYTATION.COM INCORPORATED AND SUBSIDIARIES



                       PRO FORMA STATEMENT OF OPERATIONS


                                  (UNAUDITED)



       THE FOLLOWING PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED


  JUNE 30, 1999 OF CYTATION, ECI, OSN AND SSI IS BASED ON HISTORICAL FINANCIAL


  DATA OF CYTATION, ECI, OSN AND SSI GIVING EFFECT TO THE PROPOSED TRANSACTION



<TABLE>
<CAPTION>
                                       CYTATION           ECI             OSN             SSI                         CYTATION
                                      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED                     YEAR ENDED
                                     JUNE 30, 1999   JUNE 30, 1999   JUNE 30, 1999   JUNE 30,1999    ADJUSTMENTS    JUNE 30, 1999
                                     -------------   -------------   -------------   -------------   -----------    -------------
<S>                                  <C>             <C>             <C>             <C>             <C>            <C>
NET REVENUES.......................   $   561,921     $  104,073       $  98,178      $1,075,668                     $ 1,839,840
EXPENSES:
  Payroll, payroll taxes and
    related benefits...............     1,173,439        400,248           9,261         384,205                       1,967,153
  Investor relations...............       376,824          5,398              --         618,068                       1,000,290
  Depreciation and amortization....       131,545         30,842          73,541           5,225                         241,153
  Advertising......................        49,428         50,236          20,809           1,328                         121,801
  Other general and administrative
    and interest expenses..........     1,417,109        574,768         532,672         220,377                       2,744,926
  Amortization of goodwill.........            --             --              --                       916,862(5D)     1,919,454
                                                                                                       254,959(6C)
                                                                                                       747,632(8C)
                                      -----------     ----------       ---------      ----------                     -----------
                                                       1,061,492         636,283       1,229,203                       7,994,776
                                      -----------     ----------       ---------      ----------                     -----------
NET LOSS...........................   $(2,586,425)    $ (957,419)      $(538,105)     $ (153,535)                    $(6,154,936)
                                      ===========     ==========       =========      ==========                     ===========
NET LOSS PER SHARE.................                                                                                  $     (0.86)
                                                                                                                     ===========
WEIGHTED AVERAGE NUMBER OF SHARES
  USED IN COMPUTATION..............                                                                                    7,190,158
                                                                                                                     ===========
</TABLE>



      See "Cytation.com Incorporated and Subsidiaries' Notes to Pro Forma


Financial Statements assuming the purchase of ECI, OSN and SSI on July 1, 1998."


                                      F-16
<PAGE>   62


                   CYTATION.COM INCORPORATED AND SUBSIDIARIES



                NOTES TO PRO FORMA FINANCIAL STATEMENTS ASSUMING



          THE PURCHASE OF ECI, INC., ONLINE SCOUTING NETWORK, L.L.C.,


                           AND STUDENT SUCCESS, INC.


                                  (UNAUDITED)



1.  BUSINESS TRANSACTIONS



     The pro forma financial statements include three separate business
acquisition transactions, two of which have not been consummated, as follows:



          a.  The issuance of 550,809 shares of Cytation.com Incorporated
     ("Cytation") Common Stock and 234,771 shares of its Series B Stock pursuant
     to the merger of ECI, Inc. ("ECI") with and into Cytation's wholly-owned
     subsidiary CollegeLink.com Incorporated ("CollegeLink"). As consideration
     for the acquisition, each of the issued and outstanding shares of the
     capital stock of ECI will be exchanged for 1.2453 shares of Cytation Common
     Stock and .5308 shares of Cytation's Series B Convertible Preferred Stock
     ("Series B"). In addition ECI shareholders received cash from Cytation for
     any fraction of a share remaining after the conversion which totaled
     $488.56.



          b.  The proposed issuance of 1,800,000 shares of Cytation Preferred
     Stock pursuant to the merger of Online Network, L.L.C., T/A Online Scouting
     Network ("OSN") with and into CollegeLink.



          c.  The proposed issuance of $4,500,000 shares of Cytation, the number
     of shares to be based on the offering price in this prospectus, plus
     $3,500,000 in cash, for the acquisition of Student Success, Inc.



2.  ACCOUNTING POLICY



     All acquisitions are being accounted using the purchase method.



          a.  The shares issued for the acquisition of ECI are recorded at the
     average fair market value on August 10, 1999, the date in which the merger
     transaction was consummated. The total dollar basis of the Common Stock and
     Series B recorded in the pro forma financial statements at June 30, 1999
     was $2,838,732 and $3,500,000.



          b.  The shares to be issued for the acquisition of OSN are recorded at
     the estimated average fair market value at the date at which the merger
     transaction is to be consummated. The total dollar basis of the Preferred
     Stock recorded in the pro forma financial statements at June 30, 1999 was
     $1,350,000.



          c.  The acquisition cost of SSI is the shares to be issued recorded at
     $4,500,000 plus $3,500,000 of cash.



3.  GOODWILL



     The financial statements of Cytation will include the operations of ECI,
OSN and SSI from the date of each actual acquisition. Based upon preliminary
evaluations, all of the excess of each purchase price over each previously
recorded amounts of ECI, OSN and SSI have been allocated to goodwill and will be
amortized over ten years. Such amortization has been included in the pro forma
financial statements.



4.  SETTLEMENT OF CLAIMS



     a.  Cytation also assumed approximately $778,000 of ECI's liabilities in
connection with the merger and settled a claim against ECI in exchange for
108,196 shares of Cytation Common Stock and 45,000 shares of Series B. The
shares have been recorded in the pro forma financial statements at their average
fair market value as of August 10, 1999.

                                      F-17
<PAGE>   63

                   CYTATION.COM INCORPORATED AND SUBSIDIARIES



        NOTES TO PRO FORMA FINANCIAL STATEMENTS ASSUMING -- (CONTINUED)



     b.  Cytation paid $450,000 in cash to settle claims against OSN.



5.  ADJUSTMENTS TO PRO FORMA-ECI



     Adjustments to the pro forma financial statements are as follows:



          A.  Issuance of shares of Cytation to former ECI shareholders recorded
     as indicated in 2 above.



          B.  Estimated expenses of the transaction.



          C.  The elimination of intercompany receivables and payables.



          D.  Amortization of goodwill as indicated in Note 3 above.



          E.  Issuance of shares for settlement of claim against ECI as
     indicated in Note 4 above.



6.  ADJUSTMENTS TO PRO FORMA-OSN



     Adjustments to the pro forma financial statements are as follows:



          A.  Issuance of shares of Cytation to former OSN members recorded as
     indicated in 2 above.



          B.  Estimated expenses of the transaction.



          C.  Amortization of goodwill as indicated in Note 3 above.



          D.  Issuance of shares for settlement of claims against OSN as
     indicated in Note 4 above.



7.  SUBSEQUENT EVENT



     The Company sold Preferred Stock in September 1999 valued at $4,000,000.



8.  ADJUSTMENTS TO PRO FORMA-SSI



     Adjustments to the pro forma financial statements are as follows:



          A.  Issuance of Cytation shares to former SSI shareholders as
              indicated in Note 2 above and payment of $3,500,000.



          B.  Estimated expenses of the transaction.



          C.  Amortization of goodwill as indicated in Note 3 above.



9.  FINANCIAL STATEMENT INFORMATION



     These financial statements should be read in conjunction with the
historical financial statements and notes thereto of Cytation, ECI, OSN and SSI
included elsewhere herein.



     The financial position and results may not be indicative of future
activities of Cytation, ECI, OSN and SSI, or the results if the acquisitions had
been made at the dates indicated.



     Loss per share is based upon the average shares outstanding for Cytation
during the period and the equivalent shares of Cytation issued for the ECI and
SSI shares outstanding.



     The financial statements of ECI, OSN and SSI have each been restated to a
June 30 year-end.


                                      F-18
<PAGE>   64


                          INDEPENDENT AUDITORS' REPORT



Board of Directors

ECI, Inc.

Clinton, Massachusetts



     We have audited the accompanying balance sheets of ECI, INC., as of
December 31, 1998, 1997 and 1996, and the related statements of operations,
changes in stockholders' 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 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 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 ECI, Inc. as of December 31,
1998, 1997 and 1996, and the results of its operations, changes in stockholders'
deficit, and its cash flows for the years then ended in conformity with
generally accepted accounting principles.



     As discussed in Note 14, the company has incurred recurring losses and
accumulated deficit of $3,352,932. Liabilities exceed assets by $2,557,135.
These conditions indicate that unless the Company obtains substantial additional
financing resources, the Company may not be able to continue operations. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.



                                          Paolilli & Jarek, LLC


                                          Certified Public Accountants



Chelmsford, MA


August 10, 1999


                                      F-19
<PAGE>   65


                                   ECI, INC.



                                 BALANCE SHEETS


                        AS OF DECEMBER 31, 1998 AND 1997



<TABLE>
<CAPTION>
                                                                 1998           1997
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $     3,439    $     6,311
  Deferred charges..........................................      101,750              0
                                                              -----------    -----------
          TOTAL CURRENT ASSETS..............................      105,189          6,311
FIXED ASSETS, NET...........................................       54,384         49,314
OTHER ASSETS................................................        2,313          2,313
                                                              -----------    -----------
                                                              $   161,886    $    57,938
                                                              ===========    ===========
                        LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
  Capital Lease Obligation -- current maturities............  $    63,320    $    34,540
  Note payable -- Credit Line...............................      125,000              0
  Notes payable -- Investors................................      477,000         95,000
  Notes payable -- Officer..................................      479,500        410,000
  Accounts payable..........................................      337,208        259,181
  Accrued interest..........................................      126,033         13,142
  Accrued expenses..........................................      167,946         75,000
                                                              -----------    -----------
          TOTAL CURRENT LIABILITIES.........................    1,776,007        886,863
                                                              -----------    -----------
LONG-TERM DEBT:
  Notes payable.............................................      742,878        742,878
  Accrued interest..........................................      167,054         92,959
  Capital lease obligation -- net of current portion........       33,082         31,844
                                                              -----------    -----------
                                                                  943,014        867,681
                                                              -----------    -----------
STOCKHOLDERS' (DEFICIT):
  Common stock, $.01 par value; 200,000 authorized 125,483
     shares issued and outstanding..........................        1,255          1,255
  Additional paid in capital................................      794,542        794,542
  Accumulated deficit.......................................   (3,352,932)    (2,492,403)
                                                              -----------    -----------
                                                               (2,557,135)    (1,696,606)
                                                              -----------    -----------
                                                              $   161,886    $    57,938
                                                              ===========    ===========
</TABLE>



                       See notes to financial statements

                                      F-20
<PAGE>   66


                                   ECI, INC.



                            STATEMENTS OF OPERATIONS

                FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                            1998         1997         1996
                                                          ---------    ---------    ---------
<S>                                                       <C>          <C>          <C>
REVENUES................................................  $ 101,949    $ 115,270    $  88,488
                                                          ---------    ---------    ---------
COSTS AND EXPENSES:
  Payroll and related costs.............................    449,210      440,854      408,038
  Software development..................................     51,812       56,000        7,206
  Promotional materials.................................     49,686       21,659      105,124
  Depreciation and amortization.........................     30,842       23,221       13,136
  Other costs...........................................    187,281      387,315      323,305
                                                          ---------    ---------    ---------
          Total costs and expenses......................    768,831      929,049      856,809
                                                          ---------    ---------    ---------
(LOSS) FROM OPERATIONS..................................   (666,882)    (813,779)    (768,321)
INTEREST EXPENSE........................................    193,647      101,835       25,247
                                                          ---------    ---------    ---------
NET LOSS................................................  $(860,529)   $(915,614)   $(793,568)
                                                          =========    =========    =========
</TABLE>



                       See notes to financial statements

                                      F-21
<PAGE>   67


                                   ECI, INC.



                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                      COMMON STOCK
                                   -------------------    ADDITIONAL                       TOTAL
                                   NUMBER OF     PAR       PAID-IN      ACCUMULATED    STOCKHOLDERS'
                                    SHARES      VALUE      CAPITAL        DEFICIT         DEFICIT
                                   ---------    ------    ----------    -----------    -------------
<S>                                <C>          <C>       <C>           <C>            <C>
Balance, December 31, 1995.......   125,483     $1,255     $819,638     $  (783,221)    $    37,672
Shareholder distributions........                           (25,096)                        (25,096)
Net Loss.........................                                          (793,568)       (793,568)
                                    -------     ------     --------     -----------     -----------
Balance, December 31, 1996.......   125,483      1,255      794,542      (1,576,789)       (780,992)
Net Loss.........................                                          (915,614)       (915,614)
                                    -------     ------     --------     -----------     -----------
Balance, December 31, 1997.......   125,483      1,255      794,542      (2,492,403)     (1,696,606)
Net Loss.........................                                          (860,529)       (860,529)
                                    -------     ------     --------     -----------     -----------
Balance, December 31, 1998.......   125,483     $1,255     $794,542     $(3,352,932)    $(2,557,135)
                                    =======     ======     ========     ===========     ===========
</TABLE>



                       See notes to financial statements

                                      F-22
<PAGE>   68


                                   ECI, INC.



                            STATEMENTS OF CASH FLOWS

                FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                            1998         1997         1996
                                                          ---------    ---------    ---------
<S>                                                       <C>          <C>          <C>
CASH FLOWS FROM OPERATIONS:
  Cash received from customers..........................  $ 101,949    $  96,820    $  88,488
  Cash paid to suppliers and employees..................   (668,766)    (634,936)    (782,697)
  Interest received.....................................         --           --        2,609
  Interest paid.........................................     (6,661)     (17,956)      (3,025)
                                                          ---------    ---------    ---------
                                                           (573,478)    (556,072)    (694,625)
                                                          ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Payment received on contingent installment
     agreement..........................................         --           --       14,800
  Acquisition of property and equipment.................     (1,583)      (2,642)      (3,570)
                                                          ---------    ---------    ---------
                                                             (1,583)      (2,642)      11,230
                                                          ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Sale of computer equipment............................         --       18,450           --
  Proceeds of debt financing............................    576,500      547,878      700,000
  Payments on capital lease obligation..................     (4,311)      (4,573)      (8,175)
  Distributions to shareholders.........................         --           --      (25,096)
                                                          ---------    ---------    ---------
                                                            572,189      561,755      666,729
                                                          ---------    ---------    ---------
NET INCREASE (DECREASE) IN CASH.........................     (2,872)       3,041      (16,666)
CASH AND CASH EQUIVALENTS -- BEGINNING,.................      6,311        3,270       19,936
                                                          ---------    ---------    ---------
CASH AND CASH EQUIVALENTS -- ENDING,....................  $   3,439    $   6,311    $   3,270
                                                          =========    =========    =========
Fixed assets acquired using financing lease.............  $  34,329    $  15,808    $  63,324
                                                          =========    =========    =========
RECONCILIATION OF NET LOSS TO CASH FLOWS FROM
  OPERATIONS:
NET LOSS:...............................................  $(860,529)   $(915,614)   $(793,568)
                                                          ---------    ---------    ---------
Adjustments to reconcile Net Loss to Cash Flows from
  Operations:
  Gain on sale of computer equipment....................         --      (18,450)          --
  Depreciation and amortization.........................     30,842       23,221       13,136
                                                          ---------    ---------    ---------
                                                             30,842        4,771       13,136
                                                          ---------    ---------    ---------
  (INCREASE) DECREASE IN ASSETS:
     Accounts receivable................................         --           --        2,609
     Deferred charges...................................   (101,750)       1,058       (1,058)
     Other assets.......................................         --           --       (2,313)
                                                          ---------    ---------    ---------
                                                            101,750        1,058         (762)
                                                          ---------    ---------    ---------
  INCREASE (DECREASE) IN LIABILITIES:
     Accounts payable...................................     78,027      222,762       36,419
     Accrued interest...................................    186,986       83,879           --
     Accrued expenses...................................     92,946       47,072       50,150
                                                          ---------    ---------    ---------
                                                            357,956      353,713       86,569
                                                          ---------    ---------    ---------
CASH FLOWS FROM OPERATIONS..............................  $(573,478)   $(556,072)   $(694,625)
                                                          =========    =========    =========
</TABLE>



                       See notes to financial statements

                                      F-23
<PAGE>   69


                                   ECI, INC.



                         NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



NATURE OF BUSINESS



     ECI, Inc. (the "Company") was founded in 1991. The Company's primary
product is CollegeLink, a software system which enables students to apply to
their college choices, and enables the college to receive that application
information electronically. In October 1993, the Company sold essentially all of
its assets to Enrollment Technologies, Inc.


     In May 1996, the Company bought the business back through an arrangement
wherein Enrollment Technologies, Inc. retained an interest for future
considerations as part of the purchase agreement. Since reacquiring the
business, the Company has encountered difficulty in achieving user acceptance of
its products. On August 10, 1999, Cytation.com Incorporated acquired the
Company. Substantially all the outstanding share of ECI, Inc. were exchanged for
preferred and common shares of Cytation.com Incorporated.


     Prior to being acquired by Cytation.com Incorporated, all notes payable to
investors and an officer were exchanged for common shares of ECI, Inc. Also, all
outstanding stock purchase warrants and vested stock options were exchanged for
common shares of ECI, Inc. at a price of $.01 per share.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.

  Income Taxes

     The Company, with the consent of its shareholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation income
taxes, the shareholders of an S corporation are taxed on their proportionate
share of the Company's taxable income. Therefore, no provision or liability for
federal income taxes has been included in these financial statements.

  Depreciation


     Depreciation is provided for on a straight-line basis using the estimated
useful lives of the related assets. The Company's fixed assets are comprised of
office and computer equipment with estimated useful lives of three years (See
Note 2).


  Estimates

     The preparation of 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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

  Advertising Costs


     The Company expenses advertising costs as incurred. Expenses for
advertising production costs are expensed at the beginning of each year's
college application season which generally begins in the fall months.


                                      F-24
<PAGE>   70

                                   ECI, INC.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


  Revenue Recognition

     Service revenues are recognized when the students' college application is
processed. The Company requires payment at the time the application is
processed.

  Software Costs

     The Company defers charging software development costs to expense during
the college application season when the software is utilized. During 1998, the
Company incurred $152,750 for software used during the 1998-1999 college
application season. $51,000 was charged to expense during 1998, and $101,750 of
software development costs will be charged to expense during the latter half of
the college application season (January-April 1999).

NOTE 2.  FIXED ASSETS

     The Company's fixed assets consisted of:


<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------    -------
<S>                                                           <C>         <C>
Capitalized leases of office and computer equipment.........  $117,686    $81,774
Computer equipment..........................................     3,570      3,570
                                                              --------    -------
                                                               121,256     85,344
Less accumulated depreciation...............................    66,872     36,030
                                                              --------    -------
Fixed assets, net...........................................  $ 54,384    $49,314
                                                              ========    =======
</TABLE>



NOTE 3.  CAPITAL LEASE OBLIGATIONS


     The Company is leasing office and computer equipment with lease terms
through June 2003. The capital lease obligations have been recorded in the
accompanying financial statements at the present value of future minimum lease
payments, discounted at annual interest rates ranging from 10.25% to 67.6%. The
capital leases are secured by the related office and computer equipment, with
original costs totaling $117,686, and net book values of $53,690, $47,430, and
$51,011 at December 31, 1998, 1997 and 1996, respectively.

     Future minimum lease payments under this capital lease, as of December 31,
1998, are as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDING DECEMBER 31,
--------------------------------
<S>                                                           <C>
       1999.................................................  $ 62,788
       2000.................................................    15,898
       2001.................................................     9,498
       2002.................................................     9,498
       2003.................................................     4,479
                                                              --------
                                                               102,161
Less amount representing interest...........................    (5,759)
                                                              --------
Present value of minimum lease payments.....................  $ 96,402
                                                              ========
</TABLE>

NOTE 4.  NOTE PAYABLE -- CREDIT LINE

     This $125,000 note from Fleet National Bank accrues interest, and is
payable monthly, at the Bank's Floating Prime Rate of Interest, which was 7.75%
at December 31, 1998. This note matured on July 2,

                                      F-25
<PAGE>   71

                                   ECI, INC.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


1999, and is collateralized by the personal guarantee and assets of Theodore G.
Johnson, a director of the Company.

NOTE 5.  NOTES PAYABLE -- INVESTORS


     These investor notes accrued interest at a 12% annual rate. As discussed in
Note 1, these notes were exchanged for common stock of the Company. These notes
included $215,000 in debt obligations due Theodore G. Johnson, a director of the
Company.


NOTE 6.  NOTES PAYABLE -- OFFICER

     These 17 notes from Gerald A. Paxton, totaling $479,500, accrue interest at
a 12% annual rate.

NOTE 7.  NOTES PAYABLE

     On May 16, 1996, the Company entered into a line of credit financing
arrangement provided by USA Group. The credit facility is comprised of two notes
totaling $742,878 as follows:

CREDIT NOTE I


     This note bears interest at the Base Rate of NBD Bank, N.A., Indianapolis,
Indiana, plus 100 Basis Point. Principal and accrued interest is payable monthly
over a fifteen-year amortization period beginning January 1, 2001. At December
31, 1998, this note accrued interest at an annual rate of 8.75%


CREDIT NOTE II


     This note bears interest at the Base Rate of NBD Bank, N.A., Indianapolis,
Indiana, plus 200 Basis Points. Accrued interest is payable monthly during the
term of this note and the balance. Both principal and accrued interest is due on
December 31, 2000. At December 31, 1998, this note accrued interest at an annual
rate of 9.75%.


     These notes are secured by intellectual properties acquired from Enrollment
Technologies, Inc. on May 16, 1996.

     Maturities of principal amounts due on these notes are as follows:


<TABLE>
<CAPTION>
              FOR THE YEAR ENDING DECEMBER 31,
              --------------------------------
<S>                                                           <C>
1999........................................................  $      0
2000........................................................   142,878
2001........................................................    40,000
2002........................................................    40,000
2003........................................................    40,000
Thereafter..................................................   480,000
                                                              --------
                                                              $742,878
</TABLE>


NOTE 8.  LEASE COMMITMENT

     The Company leases an office suite at 55 Green Street, Clinton,
Massachusetts. The lease currently provides for monthly rentals of $2,313, and
may be terminated with 30 days notice. Rent expense for the years ended December
31, 1998, 1997 and 1996, was $27,800, $27,800, and $20,085, respectively.

                                      F-26
<PAGE>   72

                                   ECI, INC.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


NOTE 9.  STOCK OPTION PLAN

     The Company established the 1992 Stock Plan (the "Plan") which provides for
the granting of incentive and non-qualified stock options to employees and other
individuals performing services for the Company. The Board of Directors (the
"Board") is responsible for the administration of the Plan. The Board determines
the term of each option, option price,number of shares for which each option is
granted, whether restrictions will be imposed on the shares subject to options,
and the rate at which each option is exercisable. The exercise price for
incentive stock options granted may not be less than 100% of the fair market
value per share of the underlying common stock on the date granted (110% for
options granted to holders of more than 10% of the voting stock of the Company).
The Board shall determine the exercise price for non-qualified options.

     The terms of non-qualified stock options granted under the Plan generally
cannot exceed ten years. The term of incentive stock options granted cannot
exceed ten years (five years for options granted to holders of more than 10% of
the voting stock of the Company).

     The Plan allows for issuance of up to 35,000 shares of common stock. At
December 31, 1998, 4,778 shares were available for future grant.

     A summary of the option activity under the Plan is as follows:


<TABLE>
<CAPTION>
                                                              NUMBER OF
                                                               SHARES
                                                              ---------
<S>                                                           <C>
Outstanding at December 31, 1995............................        0
Granted during 1996.........................................    3,910
Granted during 1997.........................................   15,250
Lapsed during 1997..........................................     (660)
                                                               ------
Outstanding at December 31, 1997............................   18,500
Granted during 1998.........................................   11,022
                                                               ------
Outstanding at December 31, 1998............................   29,522
                                                               ======
</TABLE>


     Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-based Compensation", requires the disclosure of pro forma information on
the fair value of options to purchase stock, and the impact on earnings of any
compensatory value associated with the difference in option grant prices and the
fair value of the optioned stock shares. Management believes that it is
virtually impossible to reasonably estimate the fair values of outstanding
options to purchase common shares at December 31, 1998, and therefore has not
disclosed information about such values, which would otherwise be required by
SFAS No. 123.

NOTE 10.  STOCK PURCHASE WARRANTS


     The Company granted stock purchase warrants to investors who provided debt
financing described in Note 5. In aggregate, warrants for the purchase of 63,278
shares of the Company's $.01 par value common stock were granted. 611 warrants
were granted for a share price of $20.45. 36,200 warrants were granted for a
share price defined as "50% of the per share price paid by a major investor at
the next equity finance". The remaining 26,467 warrants were granted for a share
price equal to "100% of the per share price paid by a major investor at the next
equity financing".


NOTE 11.  LICENSE AGREEMENT

     The Company entered into a license agreement effective May 16, 1996, for an
exclusive, royalty bearing, nontransferable license for certain software,
know-how, and trademarks for CollegeLink and

                                      F-27
<PAGE>   73

                                   ECI, INC.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


IntroApp intellectual properties. The initial license term expires on December
31, 2000, and the license agreement automatically renews for successive one-year
terms thereafter.

     A license fee is payable as follows:

          a.  For years ending through December 31, 2000, the license fee shall
     be equal to the lessor of (i) 9% of the net revenues earned by the Company,
     or (ii) the Company's net income for the year.

          b.  For the years ending December 31, 2001 and thereafter, the license
     fee shall be the lessor of the Company's net income, or the applicable
     percentage of net revenues as shown in the following table:

<TABLE>
<CAPTION>
                   YEAR ENDING                      APPLICABLE
                   DECEMBER 31,                     PERCENTAGE
                   ------------                     ----------
<S>                                                 <C>
2001..............................................      12%
2002..............................................      11%
2003..............................................      10%
2004..............................................       9%
2005 and thereafter...............................       8%
</TABLE>

NOTE 12.  RETIREMENT PLAN

     On July 12, 1996, the Company established a profit sharing plan and trust
in accordance with Section 401(K) of the Internal Revenue Code. Company matching
and non-matching contributions are determined annually by the Company's Board of
Directors. The Company has not elected to make any matching or non-matching
contributions to the plan.

NOTE 13.  RELATED PARTY TRANSACTIONS

     As discussed in Notes 5 and 6, the Company has debt obligations from two
related parties. Interest charges on those debt instruments totaled $74,261 and
$26,980 for the years ended December 31, 1998 and 1997, respectively.

NOTE 14.  GOING CONCERN

     The Company has incurred recurring operating losses since inception and has
an accumulated deficit at December 31, 1998 of $3,352,932. Liabilities exceed
assets by $2,557,135. These conditions indicate that unless the Company obtains
substantial additional financing resources, the Company may not be able to
continue operations. The accompanying financial statements do not include any
adjustments to the financial statements that might be necessary should the
Company be unable to continue as a going concern.

                                      F-28
<PAGE>   74


                                   ECI, INC.



                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                               JUNE 30,      DECEMBER 31,
                                                                 1999            1998
                                                              -----------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                                         ASSETS
CURRENT ASSETS:
  Cash......................................................  $     2,258    $     3,439
  Advances..................................................      108,547             --
                                                              -----------    -----------
          TOTAL CURRENT ASSETS..............................      110,805          3,439
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
  $82,293 and $66,872, respectively.........................       56,876         54,384
SOFTWARE DEVELOPMENT net of accumulated amortization of $0
  and $51,000, respectively.................................           --        101,750
OTHER ASSETS................................................        3,213          2,313
                                                              -----------    -----------
                                                              $   170,895    $   161,886
                                                              ===========    ===========

                         LIABILITIES AND SHAREHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable..........................................  $   312,531    $   337,208
  Accrued expenses..........................................      610,103        167,946
  Accrued interest-officer..................................       94,220        126,033
  Leases payable............................................       33,644         63,320
  Notes payable investors...................................      465,286        477,000
  Notes payable officer.....................................      482,292        479,500
  Long-term debt-current portion............................       40,000        125,000
                                                              -----------    -----------
          TOTAL CURRENT LIABILITIES.........................    2,038,076      1,776,007
LONG-TERM DEBT, net of current maturities...................      912,188        943,014
SHAREHOLDERS' (DEFICIT):
  Common stock, $.01 par value; 200,000 authorized, 125,483
     shares issued and outstanding..........................        1,255          1,255
  Additional paid-in capital................................      995,542        794,542
  Accumulated (deficit).....................................   (3,776,167)    (3,352,932)
                                                              -----------    -----------
                                                               (2,779,370)    (2,557,135)
                                                              -----------    -----------
                                                              $   170,895    $   161,886
                                                              ===========    ===========
</TABLE>



                       See notes to financial statements.

                                      F-29
<PAGE>   75


                                   ECI, INC.



                            STATEMENT OF OPERATIONS


                         SIX MONTHS ENDED JUNE 30, 1999


                                  (UNAUDITED)



<TABLE>
<CAPTION>

<S>                                                           <C>
REVENUES....................................................  $  38,302
                                                              ---------
EXPENSES:
  Payroll, payroll taxes and related benefits...............    224,605
  Depreciation and amortization.............................     15,421
  Other general and administrative expenses.................    239,016
                                                              ---------
                                                                479,041
                                                              ---------
LOSS FROM OPERATIONS........................................   (440,739)
INTEREST EXPENSE............................................    107,500
                                                              ---------
NET LOSS....................................................  $(548,239)
                                                              =========
</TABLE>



                       See notes to financial statements.

                                      F-30
<PAGE>   76


                                   ECI, INC.



                            STATEMENT OF CASH FLOWS


                         SIX MONTHS ENDED JUNE 30, 1999


                                  (UNAUDITED)



<TABLE>
<S>                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................  $(548,239)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................    117,171
  Increase (decrease) to cash attributable to changes in
     assets and liabilities:
     Prepaid expenses and other assets......................   (109,447)
     Accounts payable.......................................    (87,435)
     Accrued expenses.......................................    535,348
                                                              ---------
     NET CASH USED IN OPERATING ACTIVITIES..................    (92,602)
                                                              ---------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of furniture and equipment.......................    (17,913)
                                                              ---------
     NET CASH USED IN INVESTING ACTIVITIES..................    (17,913)
                                                              ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Receipts/payments of long-term debt.......................    (82,744)
  Receipts/payments of notes payable........................     (8,922)
  Increase in additional paid-in capital....................    201,000
                                                              ---------
     NET CASH PROVIDED BY FINANCING ACTIVITIES..............    109,334
                                                              ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS...................     (1,181)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............      3,439
                                                              ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $   2,258
                                                              =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest...............................................  $      --
                                                              =========
</TABLE>



                       See notes to financial statements.

                                      F-31
<PAGE>   77


                                    ECI, INC



                         NOTES TO FINANCIAL STATEMENTS


                                 JUNE 30, 1999


                                  (UNAUDITED)



NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



     The accompanying financial statements include the accounts of ECI, Inc.
("the Company"). Such statements have been prepared by the Company, without
audit, pursuant to the Rules and Regulations of the SEC and reflect all
adjustments (which include only normal recurring adjustments) which are
necessary to present a fair statement of the results for the interim period
reported. Certain footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the Company's audited financial statements and notes thereto
for the years ended December 31, 1998, 1997 and 1996.



NOTE 2.  BUSINESS



     On August 10, 1999, Cytation.com Incorporated ("Cytation") acquired the
Company. Substantially all the outstanding shares of the Company were exchanged
for preferred and common shares of Cytation.



     Prior to being acquired by Cytation, all notes payable to investors and an
officer were exchanged for common shares of the Company. Also, all outstanding
stock purchase warrants and vested stock options were exchanged for common
shares of the Company at a price of $0.01 per share.


                                      F-32
<PAGE>   78


                          INDEPENDENT AUDITOR'S REPORT



Managing Members


Online Network, L.L.C.


T/A Online Scouting Network



     We have audited the accompanying balance sheets of Online Network, L.L.C.
T/A Online Scouting Network (the "Company") as of September 30, 1998 and 1997,
and the related statements of operations and cash flows for each of the two
years ended September 30, 1998 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.



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



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



                                          Radin, Glass & Co., LLP


                                          Certified Public Accountants



New York, New York


October 1, 1999


                                      F-33
<PAGE>   79


                             ONLINE NETWORK, L.L.C.



                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,
                                                              ----------------------
                                                                1998         1997
                                                              ---------    ---------
<S>                                                           <C>          <C>
                                       ASSETS
CURRENT ASSETS:
  Cash......................................................  $     520    $  49,276
  Accounts receivable.......................................         --       26,025
  Prepaid expenses..........................................         --       29,787
  Other assets..............................................      1,725        8,564
                                                              ---------    ---------
          TOTAL CURRENT ASSETS..............................      2,245      113,652
PROPERTY AND EQUIPMENT, net of accumulated depreciation.....     94,997      134,409
SOFTWARE DEVELOPMENT, net of accumulated amortization of
  $56,754 and $30,532, respectively.........................     74,048      100,270
OTHER ASSETS................................................      7,920        8,326
                                                              ---------    ---------
                                                              $ 179,210    $ 356,657
                                                              =========    =========

                         LIABILITIES AND MEMBERS' (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable..........................................  $ 262,313    $ 239,693
  Accrued expenses..........................................     81,406       53,220
  Payroll and payroll taxes payable.........................    323,234      140,070
  Due to managing members...................................      9,171        5,000
  Deferred revenue..........................................     87,748      102,654
  Long-term debt-current portion............................    111,058       53,967
                                                              ---------    ---------
          TOTAL CURRENT LIABILITIES.........................    874,930      594,604
LONG-TERM DEBT, net of current maturities...................    252,190      269,366
COMMITMENTS AND CONTINGENCIES...............................         --           --
MEMBERS' DEFICIT............................................   (947,910)    (507,313)
                                                              ---------    ---------
          TOTAL MEMBERS' EQUITY (DEFICIT)...................   (947,910)    (507,313)
                                                              ---------    ---------
                                                              $ 179,210    $ 356,657
                                                              =========    =========
</TABLE>



                       See notes to financial statements

                                      F-34
<PAGE>   80


                             ONLINE NETWORK, L.L.C.



                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                              YEAR ENDED SEPTEMBER 30,
                                                              ------------------------
                                                                 1998          1997
                                                              ----------    ----------
<S>                                                           <C>           <C>
REVENUES....................................................  $ 325,134     $ 132,610
GENERAL AND ADMINISTRATIVE EXPENSES.........................    720,671       907,577
                                                              ---------     ---------
LOSS FROM OPERATIONS........................................   (395,537)     (774,967)
INTEREST EXPENSE............................................     45,060        24,056
                                                              ---------     ---------
NET LOSS....................................................   (440,597)     (799,023)
MEMBERS' (DEFICIT) -- beginning of the year.................   (507,313)      291,710
                                                              ---------     ---------
MEMBERS' (DEFICIT) -- end of year...........................  $(947,910)    $(507,313)
                                                              =========     =========
</TABLE>



                       See notes to financial statements.

                                      F-35
<PAGE>   81


                             ONLINE NETWORK, L.L.C.



                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                              YEAR ENDED SEPTEMBER 30,
                                                              ------------------------
                                                                 1998          1997
                                                              ----------    ----------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................  $(440,597)    $(799,023)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................     65,634        64,871
     Write off of organization expenses.....................         --        31,710
  Increase (decrease) to cash attributable to changes in
     assets and liabilities:
     Accounts receivable....................................     26,025       (26,025)
     Prepaid expenses.......................................     29,787       (29,787)
     Other assets...........................................      7,246        10,939
     Accounts payable.......................................     22,618       111,566
     Accrued expenses.......................................     28,187        40,469
     Accrued payroll and payroll taxes payable..............    183,164       120,412
     Deferred revenues......................................    (14,906)      102,654
                                                              ---------     ---------
       NET CASH USED IN OPERATING ACTIVITIES................    (92,842)     (372,214)
                                                              ---------     ---------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of software development..........................         --       (41,606)
  Purchase of equipment.....................................         --        (3,876)
                                                              ---------     ---------
       NET CASH USED IN INVESTING ACTIVITIES................         --       (45,482)
                                                              ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to managing members...................................      4,171         5,000
  Members' contributions....................................         --        90,000
  Receipts/payments of debt.................................     39,915       253,250
                                                              ---------     ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES............     44,086       348,250
                                                              ---------     ---------
NET DECREASE IN CASH........................................    (48,756)      (69,446)
CASH AT BEGINNING OF PERIOD.................................     49,276       118,722
                                                              ---------     ---------
CASH AT END OF PERIOD.......................................  $     520     $  49,276
                                                              =========     =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period for:
     Interest...............................................  $   9,343     $  10,760
                                                              =========     =========
</TABLE>



                       See notes to financial statements.

                                      F-36
<PAGE>   82


                             ONLINE NETWORK, L.L.C.



                         NOTES TO FINANCIAL STATEMENTS


                    YEARS ENDED SEPTEMBER 30, 1998 AND 1997



1.  BUSINESS



     Online Network, L.L.C. T/A Online Scouting Network (the "Company") was
organized in November 1995 under the laws of Delaware. It was organized to
create the Online Scouting Network, a nationwide online database of high school
student-athletes for use by colleges and universities as an athletic recruiting
tool.



     In August 1999, the Company reorganized as a "C" corporation in
contemplation of a private placement of its securities. Since then, the Company
has abandoned the private placement and has presently agreed to be acquired by
another company subject to the execution of definitive agreements.



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



     a.  Basis of Presentation -- The preparation of financial statements in
accordance with generally accepted accounting principles requires management to
make significant estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual results
could differ from those estimates.



     b.  Property and Equipment -- Property and equipment are stated at cost and
depreciated using the straight-line method over the estimated useful lives of
the assets ranging from three to seven years for equipment, software and
furniture.



     c.  Software Development Costs -- The Company capitalizes software
development costs in accordance with SFAS 86. The Company capitalized
approximately $42,000 in the year ended September 30, 1997. The Company did not
capitalize any software development costs during the year ended September 30,
1998.



     Amortization included in the accompanying financial statements for years
ended September 30, 1998 and 1997 was approximately $26,000 and $25,000
respectively.



     d.  Value of Financial Instruments -- The carrying amounts reported in the
balance sheet for cash, trade receivables, accounts payable and accrued expenses
approximate fair value based on the short-term maturity of these instruments.



     e.  Income Taxes -- The results of limited liability company operation are
included on the income tax return of each member. Accordingly, no provision for
income taxes is included in these financial statements.



     f.  Revenue Recognition -- Revenues consist of yearly contracts which are
being recognized on a straight-line basis over the twelve month period of the
contract.



     g.  Accounting for Long-Lived Assets -- The Company reviews long-lived
assets, certain identifiable assets and any goodwill related to those assets for
impairment whenever circumstances and situations change such that there is an
indication that the carrying amounts may not be recoverable. At September 30,
1998 and 1997 respectively, the Company believes that there has been no
impairment of long-lived assets.



     h.  Advertising Costs -- Advertising costs are expensed as incurred.
Advertising expense amounted to approximately $36,000 and $75,000 for the years
ended September 30, 1998 and 1997, respectively.



     i.  Costs of Start-Up Activities -- The Company has adopted Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities". This statement
requires costs of start-up activities and organization


                                      F-37
<PAGE>   83

                             ONLINE NETWORK, L.L.C.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



costs to be expensed as incurred. The Company, since inception, has incurred
start-up costs totaling approximately $38,000. In January 1996 through September
1996 the Company amortized start-up costs using the straight-line method over a
five-year life. In the year ended September 30, 1997, the Company expensed the
remaining balance of approximately $32,000.



3.  PROPERTY AND EQUIPMENT



     Property and equipment consist of the following at September 30:



<TABLE>
<CAPTION>
                                                                1998        1997
                                                              --------    --------
<S>                                                           <C>         <C>
Computer and office equipment...............................  $162,069    $162,069
Software....................................................    29,911      29,911
Furniture and fixtures......................................     7,111       7,111
                                                              --------    --------
                                                               199,091     199,091
Accumulated depreciation....................................   104,094      64,682
                                                              --------    --------
                                                              $ 94,997    $134,409
                                                              ========    ========
</TABLE>



4.  LONG-TERM DEBT



     Long-term debt consists of the following at September 30:



<TABLE>
<CAPTION>
                                                                1998        1997
                                                              --------    --------
<S>                                                           <C>         <C>
Loan payable to bank due in April 1999, payable monthly at
  $2,417 plus interest at prime plus 1%, personally
  guaranteed by three managing members and collateralized by
  all assets of the Company. The loan was called and a
  lawsuit filed against the Company in August 1998. The
  Company paid the remaining balance in August 1999.........   $29,000     $48,333
Note to a vendor, payable in January 2000, interest accrues
  semiannually at prime plus 4% and 10% warrant coverage. As
  of August 31, 1999, the cash due, including accrued
  interest is $43,519 along with warrants on common shares
  of the Company's stock of value $19,392...................    38,250          --
Notes payable to members, payable in 48 monthly installments
  of $408 including interest at 10% per annum, commencing in
  March 2003. Unpaid principal and accrued interest is due
  February 2007. Interest is accrued annually on the unpaid
  principal balance and may be capitalized as part of the
  principal as the date of repayment commences at the option
  of the Company............................................    70,000      60,000
Note payable to a member. Original terms of the note
  required monthly installments of $2,125 including interest
  at 10%, commencing in April 1997. Unpaid principal and any
  accrued interest are due in March 2002. Per verbal
  agreement with investor, no payments are being made
  because of capital constraints on the Company. Interest is
  accrued annually on the unpaid balance....................   100,000     100,000
Note payable to an individual. Interest is accrued annually
  on the unpaid principal balance...........................    50,000      50,000
Note payable to a managing member. Interest is accrued
  annually on the unpaid principal balance..................    45,998      35,000
</TABLE>


                                      F-38
<PAGE>   84

                             ONLINE NETWORK, L.L.C.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



<TABLE>
<CAPTION>
                                                                1998        1997
                                                              --------    --------
<S>                                                           <C>         <C>
Notes payable to managing members, payable in 48 monthly
  installments of $613 including interest at 10%, commencing
  in March 2003. Unpaid principal and any accrued interest
  are due in February 2007. Interest is accrued annually on
  the unpaid principal balance..............................    30,000      30,000
                                                              --------    --------
  Total.....................................................   363,248     323,333
  Less current maturities...................................   111,058      53,967
                                                              --------    --------
  Long-term debt, net of current maturities.................  $252,190    $269,366
                                                              ========    ========
</TABLE>



     The maturities of long-term debt for the five years after September 30,
1998 are approximately as follows: 1999 -- $111,000; 2000 -- $21,000;
2001 -- $23,000; 2002 -- $12,000; 2003 -- $49,000, and thereafter $147,000.



4.  COMMITMENTS AND CONTINGENCIES



     a.  Rent expense under all operating leases was approximately $15,000 and
$18,000 for the years ended September 30, 1998 and 1997, respectively. The
Company leased office space for $1,463 per month for year ended September 30,
1997 and for the first seven months of the year ended September 30, 1998. The
Company has a verbal agreement to continue to lease this office space on a month
to month basis at $1,500 per month.



     b.  The Company leases various equipment under a three-year lease expiring
in December 1999. Monthly payments under the current leases for the years ended
September 30, 1998 and 1997 were approximately $1,100, respectively.



     c.  The Company is a defendant in a lawsuit with a bank for defaulting on
the payments under the terms of a promissory note and a credit card account with
the bank. The suit asks for payment in full of the note and credit card account
plus interest, damages, attorneys' fees and costs of the suit. The three
principal members of the Company guaranteed this note. The total amount of the
claim including damages, attorney fees and costs of the suit are not readily
determinable. The principal balance on the note, accrued interest and the credit
card balance are recorded in the financial statements. The remaining balance of
the note was paid by the Company in August 1999.



     d.  Three of the managing member had agreements with the Company to provide
managerial services to the Company for a three-year period expiring in December
1998. Compensation for these services was $48,000 to each member annually.



     e.  A managing member, under an agreement dated November 1995, has the
right to acquire an additional 3.6232% interest in ownership of the Company.
This will dilute the percentages owned by the other members. Each percentage
acquired will require the payment of $21,000 to the Company.



     f.  No member or manager of the Company is liable for any obligation of the
Company or any other member or manager, unless personally guaranteed by the
member or manager through a separate document.



5.  OPERATIONS



     The Company adopted SFAS No 131, "Disclosure about Segments of an
Enterprise and Related Information." SFAS establishes annual and interim
reporting standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas and major customers.
Under


                                      F-39
<PAGE>   85

                             ONLINE NETWORK, L.L.C.



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



SFAS No. 131, the Company's operations are treated as one operating segment
because it only reports profit and loss information to the chief operating
decision maker of the Company on an aggregate basis. Information about the
Company's sales and major customers are as follows at September 30:



<TABLE>
<CAPTION>
                                                                1998        1997
                                                              --------    --------
<S>                                                           <C>         <C>
SALES
  Group high school sales...................................  $303,781    $ 82,861
  Individual sales..........................................    19,096      40,394
  Other.....................................................     2,257       9,355
                                                              --------    --------
          Total Sales.......................................  $325,134    $132,610
                                                              ========    ========
</TABLE>



     No customer accounted for more than ten percent of the revenues of the
Company in each of the two years ended September 30, 1998 and 1997,
respectively.



6.  SUBSEQUENT EVENTS



     The Company is in the process of negotiating a merger transaction with
Cytation.com Incorporated which is expected to be completed during the calendar
year 1999.


                                      F-40
<PAGE>   86


                             ONLINE NETWORK, L.L.C.



                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                               JUNE 30,      SEPTEMBER 30,
                                                                 1999            1998
                                                              -----------    -------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                                          ASSETS
CURRENT ASSETS:
  Cash......................................................  $     2,410      $     520
  Accounts receivable.......................................           --             --
  Prepaid expenses..........................................           --             --
  Other assets..............................................        1,725          1,725
                                                              -----------      ---------
          TOTAL CURRENT ASSETS..............................        4,135          2,245
PROPERTY AND EQUIPMENT......................................       65,439         94,997
SOFTWARE DEVELOPMENT........................................       54,428         74,048
OTHER ASSETS................................................        7,616          7,920
                                                              -----------      ---------
                                                              $   131,618      $ 179,210
                                                              ===========      =========
                            LIABILITIES AND MEMBERS' (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable..........................................  $   291,548      $ 262,313
  Accrued expenses..........................................       82,906         81,406
  Payroll and payroll taxes payable.........................      430,889        323,234
  Due to managing members...................................        9,171          9,171
  Deferred revenue..........................................       87,748         87,748
  Long-term debt-current portion............................      131,361        111,058
                                                              -----------      ---------
          TOTAL CURRENT LIABILITIES.........................    1,033,623        874,930
LONG-TERM DEBT, net of current maturities...................      247,587        252,190
COMMITMENTS AND CONTINGENCIES...............................           --
MEMBERS' (DEFICIT)..........................................   (1,149,592)      (947,910)
                                                              -----------      ---------
          TOTAL MEMBERS' (DEFICIT)..........................   (1,149,592)      (947,910)
                                                              -----------      ---------
                                                              $   131,618      $ 179,210
                                                              ===========      =========
</TABLE>



                       See notes to financial statements.

                                      F-41
<PAGE>   87


                             ONLINE NETWORK, L.L.C.



                            STATEMENT OF OPERATIONS


                        NINE MONTHS ENDED JUNE 30, 1999


                                  (UNAUDITED)



<TABLE>
<S>                                                           <C>
REVENUES....................................................  $  71,319
GENERAL AND ADMINISTRATIVE EXPENSES.........................    244,688
                                                              ---------
LOSS FROM OPERATIONS........................................   (173,369)
INTEREST EXPENSE............................................     28,313
                                                              ---------
NET LOSS....................................................  $(201,682)
                                                              =========
</TABLE>



                       See notes to financial statements.

                                      F-42
<PAGE>   88


                             ONLINE NETWORK, L.L.C.



                            STATEMENT OF CASH FLOWS


                        NINE MONTHS ENDED JUNE 30, 1999


                                  (UNAUDITED)



<TABLE>
<S>                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................  $(201,682)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................     49,482
  Increase (decrease) to cash attributable to changes in
     assets and liabilities:
     Accounts payable.......................................     29,235
     Accrued expenses.......................................      1,500
     Accrued payroll and payroll taxes payable..............    107,655
                                                              ---------
       NET CASH USED IN OPERATING ACTIVITIES................    (13,810)
                                                              ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Receipts/payments of debt.................................     15,700
                                                              ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES............     15,700
                                                              ---------
NET INCREASE IN CASH........................................      1,890
CASH AT BEGINNING OF PERIOD.................................        520
                                                              ---------
CASH AT END OF PERIOD.......................................  $   2,410
                                                              =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest...............................................  $      --
                                                              =========
</TABLE>



                       See notes to financial statements.

                                      F-43
<PAGE>   89


                             ONLINE NETWORK, L.L.C.



                         NOTES TO FINANCIAL STATEMENTS


                                 JUNE 30, 1999


                                  (UNAUDITED)



NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



     The accompanying financial statements include the accounts of Online
Network, L.L.C. ("the Company"). Such statements have been prepared by the
Company, without audit, pursuant to the Rules and Regulations of the SEC and
reflect all adjustments (which include only normal recurring adjustments) which
are necessary to present a fair statement of the results for the interim period
reported. Certain footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the Company's audited financial statements and notes thereto
for the years ended September 30, 1998 and 1997.



NOTE 2.  BUSINESS



     In August 1999, the Company reorganized as a "C" corporation in
comtemplation of a private placement of its securities. Since then, the Company
has abandoned the private placement and has presently agreed to be acquired by
Cytation.com Incorporated subject to the execution of a definitive agreement.


                                      F-44
<PAGE>   90


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors


Student Success, Inc.


Cincinnati, Ohio



     We have audited the accompanying balance sheets of Student Success (a
Division of Graphic Management Corporation) as of December 31, 1998 and 1997,
and the related statements of income and changes in division equity 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 Student Success (a Division
of Graphic Management Corporation) as of December 31, 1998 and 1997, and the
results of its operations and cash flows for the years then ended in conformity
with generally accepted accounting principles.



                                          Schenck & Associates SC



Green Bay, Wisconsin


October 11, 1999


                                      F-45
<PAGE>   91


                                STUDENT SUCCESS


                  A DIVISION OF GRAPHIC MANAGEMENT CORPORATION



                                 BALANCE SHEETS


                           DECEMBER 31, 1998 AND 1997



<TABLE>
<CAPTION>
                                                                1998         1997
                                                              ---------    ---------
<S>                                                           <C>          <C>
                                       ASSETS
CURRENT ASSETS:
  Cash......................................................  $ 208,343    $  96,319
  Accounts receivable.......................................    102,981        5,024
  Prepaid expenses..........................................     18,372       20,280
                                                              ---------    ---------
          TOTAL CURRENT ASSETS..............................    329,696      121,623
PROPERTY AND EQUIPMENT
  Leasehold improvement.....................................      2,678           --
  Office and computer equipment.............................     12,152           --
                                                              ---------    ---------
                                                                 14,830           --
                                                              ---------    ---------
  Less accumulated depreciation.............................        247           --
                                                              ---------    ---------
                                                                 14,583           --
INTANGIBLE, net of accumulated amortization 1998 $8,638;
  1997 $5,308...............................................     41,362       44,695
                                                              ---------    ---------
                                                              $ 385,641    $ 166,318
                                                              =========    =========

                          LIABILITIES AND DIVISION EQUITY
CURRENT LIABILITIES:
  Accounts payable..........................................  $  27,611    $      --
  Deferred revenue..........................................    200,000       50,000
                                                              ---------    ---------
          TOTAL CURRENT LIABILITIES.........................    227,611       50,000
DIVISION EQUITY
  Long-term working capital advanced by parent
     corporation............................................    569,183      367,137
  Accumulated losses from operations........................   (411,153)    (250,819)
                                                              ---------    ---------
                                                                158,030      116,318
                                                              ---------    ---------
                                                              $ 385,641    $ 166,318
                                                              =========    =========
</TABLE>



                       See notes to financial statements.

                                      F-46
<PAGE>   92


                                STUDENT SUCCESS


                  A DIVISION OF GRAPHIC MANAGEMENT CORPORATION



              STATEMENTS OF INCOME AND CHANGES IN DIVISION EQUITY


                     YEARS ENDED DECEMBER 31, 1998 AND 1997



<TABLE>
<CAPTION>
                                                                1998         1997
                                                              ---------    ---------
<S>                                                           <C>          <C>
Revenue.....................................................  $ 345,019    $  76,982
Operating expenses..........................................    505,353      300,358
                                                              ---------    ---------
     Net loss...............................................   (160,334)    (223,376)
Long-term working capital advanced by parent company........    202,046      291,944
Division equity, beginning..................................    116,318       47,750
                                                              ---------    ---------
Division equity, ending.....................................  $ 158,030    $ 116,318
                                                              =========    =========
</TABLE>



                       See notes to financial statements.

                                      F-47
<PAGE>   93


                                STUDENT SUCCESS


                  A DIVISION OF GRAPHIC MANAGEMENT CORPORATION



                            STATEMENTS OF CASH FLOWS


                     YEARS ENDED DECEMBER 31, 1998 AND 1997



<TABLE>
<CAPTION>
                                                                1998         1997
                                                              ---------    ---------
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss..................................................  $(160,334)   $(223,376)
  Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
     Amortization...........................................      3,333        3,055
     Depreciation...........................................        247           --
     Deferred revenues......................................    150,000       50,000
     Changes in operating assets and liabilities:
       Accounts receivable..................................    (97,957)      (5,024)
       Prepaid expenses.....................................      1,908      (20,280)
       Accounts payable.....................................     27,611           --
                                                              ---------    ---------
       Net cash used in operating activities................    (75,192)    (195,625)
                                                              ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment........................    (14,830)          --
                                                              ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Long-term working capital advanced by parent company......    202,046      291,944
                                                              ---------    ---------
          Increase in cash..................................    112,024       96,319
Cash:
  Beginning.................................................     96,319           --
                                                              ---------    ---------
  Ending....................................................  $ 208,343    $  96,319
                                                              =========    =========
</TABLE>



                       See notes to financial statements.

                                      F-48
<PAGE>   94


                                STUDENT SUCCESS


                  A DIVISION OF GRAPHIC MANAGEMENT CORPORATION



                         NOTES TO FINANCIAL STATEMENTS



NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES



  Nature of Business



     Student Success (d/b/a Making College Count) is a national training and
advisory organization that teaches college-bound students how to succeed in
college and prepare themselves throughout their academic career to maximize
their opportunities upon graduation. A primary source of funding is generated
through corporate sponsorship.



  Use of Estimates



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



     A summary of the Division's significant accounting policies follows:



  Reporting Entity



     This entity is a Division of Graphic Management Corporation (GMC). These
financial statements include only the accounts of the Division referred to as
Student Success.



  Revenue Recognition



     The major source of revenue comes from corporate sponsorships. Under annual
contracts, the sponsors agree to compensate the Division for promotion to
program participants through distributed literature and other means of exposure.



     Deferred revenue liability represents amount billed or received for which
programs have yet to be presented.



  Property and equipment:



     Property and equipment is stated at cost. Depreciation is computed
principally by straight-line methods over the estimated useful lives of the
assets.



  Intangible:



     Intangible asset consists of rights to the "Making College Count Program."
These rights were acquired in 1996 for $50,000 and are being amortized over 15
years using the straight-line method.



  Income taxes:



     GMC has elected to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. Accordingly, as a Division of GMC, the financial
statements do not include a provision for income taxes because the Division does
not incur federal or state income taxes. Instead, its earnings and losses are
included in the stockholders' personal income tax returns and are taxed based on
their personal tax strategies.


                                      F-49
<PAGE>   95

                                STUDENT SUCCESS


                  A DIVISION OF GRAPHIC MANAGEMENT CORPORATION



                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)



NOTE 2.  PROFIT-SHARING PLAN



     GMC maintains a qualified 401(k) retirement savings plan that covers
substantially all employees including employees of the Division. The Plan allows
the Division's employees to make voluntary contributions to the Plan. The
Division's contribution to the Plan includes a match of 25% of the first 5% of
employees' elective deferrals, and may include a discretionary contribution as
determined by the Board of Directors. Division contributions to the Plan for
1998 and 1997 were $1,411 and $5,082, respectively.



NOTE 3.  TRANSACTIONS WITH PARENT CORPORATION



     Certain operating expenses are allocated to the Division from GMC in the
ordinary course of business. Additionally, certain expenses have been absorbed
by GMC which would be ordinary expenses of the Division if it was operating
independently. Such expenses include, but may not be limited to, rent,
utilities, clerical support and certain operating overhead expenses.



NOTE 4.  SPONSORSHIP CONTRACTS



     As of December 31, 1998, the Division had secured commitments for
approximately $1,250,000 of sponsorship revenue representing eight contracts.
Terms of the promotional agreements limit the number of sponsorship contracts to
eight during the contract period ending August 31, 1999. Through December 31,
1998, no revenues had been recognized under these contracts, as program
presentation commenced in 1999.



NOTE 5.  CONCENTRATION OF CREDIT RISK



     The Division maintains a bank account at one financial institution. At
December 31, 1998, the Division had approximately $103,000 in its account in
excess of federally insured limits.



NOTE 6.  SUBSEQUENT EVENTS



     Effective January 1, 1999, the assets of the Division were sold to a newly
created S corporation.


                                      F-50
<PAGE>   96

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

                               TABLE OF CONTENTS

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


<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Prospectus Summary....................    3
Risk Factors..........................    6
Forward Looking Statements............   13
Use of Proceeds.......................   14
Price Range of Common Stock...........   14
Dividend Policy.......................   14
Capitalization........................   15
Dilution..............................   16
Selected Financial Data...............   18
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   19
Business..............................   23
Management............................   28
Certain Relationships and Related
  Transactions........................   34
Principal Shareholders................   35
Description of Capital Stock..........   37
Underwriting..........................   42
Legal Matters.........................   43
Experts...............................   44
Where You Can Find More Information...   44
Index to Financial Statements.........  F-1
</TABLE>



                          [                  ] SHARES



                                  CYTATION.COM



                                  COMMON STOCK


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


                                   PROSPECTUS

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

                       GERARD KLAUER MATTISON & CO., INC.
<PAGE>   97


                                    PART II



                     INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.



     The following table sets forth the various expenses in connection with the
issuance and distribution of the securities being registered, other than the
underwriting discount. All amounts shown are estimates except the Securities and
Exchange Commission registration fee, the National Association of Securities
Dealers, Inc. filing fee and the Nasdaq National Market listing fee.



<TABLE>
<CAPTION>
                                                               PAYABLE
                                                                BY THE
                                                               COMPANY
                                                              ----------
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $12,812.12
National Association of Securities Dealers, Inc. filing
  fee.......................................................    5,580.08
Nasdaq National Market listing fee*.........................
Printing and engraving expenses*............................
Transfer agent fees*........................................
Accounting fees and expenses*...............................
Legal fees and expenses*....................................
Blue Sky fees and expenses (including related legal
  fees)*....................................................
Miscellaneous...............................................   25,000.00
                                                              ----------
          Total.............................................  $
                                                              ==========
</TABLE>


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

* To be filed by amendment.



ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.



     The New York Business Corporation Law ("BCL") provides that if a derivative
action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action, if such director or officer acted in good faith
for a purpose which he or she reasonably believed to be in the best interests of
the corporation.



     Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.



     The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.



     Our certificate of incorporation and by-laws provide that any person who
was or is a party or is threatened to be a party to or is involved in any
action, suit, or proceeding, whether civil, criminal,


                                      II-1
<PAGE>   98


administrative or investigative, because that person is or was a director or
officer, or is or was serving at our request as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, will be indemnified against expenses, including attorney's fees, and
held harmless by us to the fullest extent permitted by the BCL as the same
exists or may hereinafter be amended. The indemnification rights conferred by us
are not exclusive of any other right to which persons seeking indemnification
may be entitled under any statute, our certificate of incorporation or by-laws,
any agreement, vote of stockholders or disinterested directors or otherwise. In
addition, we are authorized to purchase and maintain insurance on behalf of our
directors and officers.



     Section 726 of the BCL also contains provisions authorizing a corporation
to obtain insurance on behalf of any director and officer against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. We maintain insurance coverage under which our directors and
officers are insured, subject to the limits of the policy, against certain
losses, as defined in the policy, arising from claims made against such
directors and officers by reason of any wrongful acts as defined in the policy,
in their respective capacities as directors or officers.



     Reference is also made to section of the Underwriting Agreement, which
provides for the indemnification of our officers, directors and controlling
persons against certain liabilities. The indemnification provision in our
certificate of incorporation, by-laws and the indemnification agreements entered
into between us and each of our directors and executive officers may be
sufficiently broad to permit indemnification of our directors and executive
officers for liabilities arising under the Securities Act of 1933.



     We have obtained liability and errors and omissions insurance for our
officers and directors.



ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.


     The following information is furnished with regard to all securities sold
by the Company within the past three years which were not registered under the
Securities Act.


     (A) ISSUANCES OF COMMON STOCK.



     In July 1998, we issued approximately 1,325,000 shares of our common stock
to acquire the assets of Cytation Delaware. The assets have been recorded at
$2,299, which approximates the fair market value of the shares at the time of
the transaction.



     In July 1998, we issued a warrant for services to purchase 5,000 shares of
our common stock at an exercise price of $.01 per share, which approximates fair
value at time of issuance.



     In July 1998, when our management believed the fair market value of our
common stock was $0.002 per share, management reduced the exercise price of
previously outstanding employee stock options to $0.002 and all employees
exercised such shares. The exercise price was paid by us and treated as
compensation. Such compensation was recorded at $0.002 per share for 1,372,000
shares.



     In December 1998, we issued approximately 29,000 warrants, expiring in
August 2001, exercisable at $0.52, in connection with a sale of stock in prior
years.



     In January 1999, we received $195,000 from the issuance in a private
placement of approximately 65,000 shares of the common stock of Cytation
Corporation, a Rhode Island corporation ("Cytation RI"). On March 5, 1999,
Cytation RI was merged into us (the "Stylex Merger"). Pursuant to the Stylex
Merger, each share of common stock of Cytation RI was automatically changed and
converted into 5.765 shares of our common stock. Also pursuant to the Stylex
Merger, each option to purchase one share of Common Stock of Cytation RI was
automatically converted and changed into an option to purchase 5.765 shares of
our common stock and each warrant to purchase one share of Common Stock of
Cytation RI was automatically converted and changed into an option to purchase
5.765 shares of our common stock.



     During fiscal 1999 we agreed to issue 504,000 shares to unrelated parties
for financial services, which shares were recorded at fair market value at the
time of the agreement of $0.002 per share. In April and


                                      II-2
<PAGE>   99


May 1999, we issued 55,000 shares to unrelated parties for financial services,
which shares were recorded at fair market values from $6.50 per share to $7.50
per share.



     In June 1999, we issued 20,000 shares of our common stock for the purchase
of computer equipment expected to be utilized to develop an expanded application
for our online training software. This equipment was valued at $145,000.



     In August 1999, we issued 25,000 shares of common stock to unrelated
parties for financial services, which were recorded at their fair market value
of $7.625.



     (B) ISSUANCES OF PREFERRED STOCK.



     During July through November 1997, we issued approximately $438,000 of debt
units consisting of promissory notes and stock purchase warrants ("Units"). The
promissory notes were automatically convertible into shares of Series A 10%
convertible preferred stock, $.001 par value with a stated value of $1,000
("CPS"). Each share of CPS was automatically converted into shares of our common
stock on September 1, 1998. In addition, each preferred shareholder received one
stock purchase warrant for each share of common stock received upon conversion
of the CPS. Each warrant entitled the holder to purchase one share of common
stock at a purchase price per share of $1.30 per share.



     In October 1997, we amended our certificate of incorporation to change the
aggregate number of shares we have authority to issue from 1,000,000 to
1,001,000, consisting of 1,000,000 shares of common stock, $.001 par value per
share, and 1,000 shares of preferred stock. Thereafter, our board of directors
authorized the issuance of the CPS, which was issued to the holders of the Units
in cancellation of their promissory notes. In year ended June 30, 1999, we
cancelled the authorization of the 1000 shares of .001 par value preferred
stock.



     On April 2, 1999, we issued and sold 775,000 shares of Series A Convertible
Preferred Stock for aggregate consideration of $3,100,000.



     On September 30, 1999, we issued and sold 1,000,000 shares of Series C
Convertible Preferred Stock to PNC Investment Corp. for an aggregate
consideration of $4,000,000.



     (C) ISSUANCES OF COMMON STOCK AND PREFERRED STOCK IN CONNECTION WITH THE
ECI MERGER.



     On August 10, 1999, ECI, Inc. merged (the "ECI Merger") into
CollegeLink.com, Incorporated, a Delaware corporation and our wholly-owned
subsidiary. Pursuant to the ECI Merger, each share of Common Stock of ECI was
automatically changed and converted into 550,809 shares of our common stock and
234,771 shares of our Series B Convertible Preferred Stock.



     In connection with the ECI Merger, we, ECI and USA Group Noel-Levitz, Inc.
("USA Group") entered into a letter agreement in settlement of certain claims
made by USA Group. Pursuant to this Letter Agreement, we issued and sold to USA
Group 108,196 shares of our common stock and 45,000 shares of our Series B
Convertible Preferred Stock.



     In connection with the ECI Merger, we also issued 9,836 shares of common
stock to Wolf Rock Corporation.



     (D) GRANTS OF OUR STOCK OPTIONS.



     From December, 1998 through September, 1999, we granted options to purchase
an aggregate of 1,716,185 shares of our common stock, exercisable at a weighted
average exercise price of $4.59 per share.


     The issuances described in this Item 15 were made in reliance upon the
exemption from registration set forth in Section 4(2) of the Securities Act
relating to sales by an issuer not involving any public offering. None of the
foregoing transactions involved a distribution or public offering. No
underwriters were engaged in connection with the foregoing issuances of
securities, and no underwriting discounts or commissions were paid.

                                      II-3
<PAGE>   100


ITEM 16.  EXHIBITS AND FINANCIAL SCHEDULES.



     (a) EXHIBITS



<TABLE>
<C>      <S>
  *1.1   Underwriting Agreement
  *1.2   Representative's Warrant Agreement
   2.1   Articles of Merger between the Company and Cytation
         Corporation, dated February 11, 1999(1)
   2.2   Plan of Merger of the Company and Cytation Corporation dated
         February 11, 1999(1)
 **2.3   Articles of Merger between CollegeLink.com Incorporated and
         ECI, Inc., dated August 10, 1999
 **2.4   Certificate of Merger of CollegeLink.com Incorporated and
         ECI, Inc., dated August 10, 1999
 **2.5   Agreement and Plan of Merger of the Company and ECI, Inc.,
         dated August 10, 1999
   3.1   Certificate of Incorporation of the Company(2)
   3.2   Designation of Rights and Preferences for the Company's
         Series A Convertible Preferred Stock(3)
 **3.3   Certificate of Amendment of Certificate of Incorporation of
         Cytation.Com Incorporated(1)
   3.4   Certificate of Amendment of Certificate of Incorporation of
         Cytation.Com Incorporated
   3.5   By-laws of the Company(2)
   4.1   Please see Exhibits 3.1 through 3.5 for provisions of the
         Certificate of Incorporation and By-laws of the Company
         defining the rights of holders of the common stock of the
         Company
  *5.1   Opinion of Foley, Hoag & Eliot LLP
  10.1   Series A Convertible Stock Purchase Agreement, dated April
         2, 1999, between the Company and Provident Life and Accident
         Insurance Company(3)
**10.2   Escrow Agreement by and among the Company, Gerald A. Paxton,
         Thomas J. Burgess and Eastern Bank and Trust Company dated
         as of August 10, 1999
**10.3   Registration Agreement by and among the Company, Gerald A.
         Paxton, Thomas J. Burgess and ECI, Inc. dated as of August
         10, 1999
**10.4   Consulting Agreement by and among the Company, Gerald A.
         Paxton and CollegeLink.com Incorporated dated as of August
         10, 1999
**10.5   Letter Agreement by and among the Company, ECI, Inc. and USA
         Group Noel-Levitz, Inc. dated as of July 28, 1999
**10.6   Registration Rights Agreement by and among the Company and
         USA Group Noel-Levitz, Inc. dated as of July 28, 1999
**10.7   Lease by and between Victoria S. Tarsagian and Web Services
         International, Inc. dated as of July 29, 1996
  10.8   1996 Stock Plan
  10.9   1999 Stock Option Plan
  10.10  Stock Purchase Agreement, dated September 30, 1999, between
         the Company and PNC Investment Corp.
  10.11  Marketing Services and Administrative Agreement, dated
         September 30, 1999, between the Company and PNC Investment
         Corp.
  10.12  Employment Agreement, dated February 11, 1999, between the
         Company and Richard Fisher
  10.13  Employment Agreement, dated February 11, 1999, between the
         Company and Kevin High
  10.14  Agreement, dated June 30, 1999, between the Company and the
         College Entrance Examination Board
 *10.15  Form of Lock-Up Agreement
  10.16  Lease dated September 22, 1999 between the Company and
         Midview, LLC
 *10.17  Agreement and Plan of Merger dated October 20, 1999 by and
         among Cytation.com Incorporated, CollegeLink.com, Inc.,
         Student Success, Inc., Bradford J. Baker, Patrick S. O'Brien
         and the Patrick S. O'Brien Stock Trust
 *10.18  Form of Noncompetition and Employment Agreement dated
         October 20, 1999 among CollegeLink.com Incorporated,
         Cytation.com Incorporated and the Executive
**21.1   List of Subsidiaries of the Company
 *23.1   Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
</TABLE>


                                      II-4
<PAGE>   101


<TABLE>
<C>        <S>
    23.2   Consents of Radin, Glass & Co., LLP
    23.3   Consent of Paolilli & Jarek, LLC
    23.4   Consent of Schenck & Associates SC
    24.1   Power of Attorney (contained on the signature page of this Registration Statement)
    27.1   Financial Data Schedule
</TABLE>


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

 * To be filed by amendment.



** Previously filed.



(1) Incorporated by reference from the Registrant's Form 8-K, Current Report,
    filed March 18, 1999, and later amended on April 2, 1999.



(2) Incorporated by reference from the Registrant's Annual Report on Form 10KSB
    (S.E.C. File No. 0-5388) filed December 31, 1998.



(3) Incorporated by reference from the Registrant's Form 8-K, Current Report,
    filed April 27, 1999.



     (b) FINANCIAL STATEMENT SCHEDULES



     All schedules are omitted because they are not applicable or the required
information is shown in the Company's Consolidated Financial Statements or Notes
thereto.



ITEM 17.  UNDERTAKINGS.



     The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.



     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



     The undersigned registrant hereby undertakes that:



     (1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.



     (2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.


                                      II-5
<PAGE>   102


                                   SIGNATURES



     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN OF NEWPORT, RHODE ISLAND, ON
THE 21ST DAY OF OCTOBER, 1999.


                                          CYTATION.COM INCORPORATED


                                          BY:       /s/ KEVIN J. HIGH

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

                                              KEVIN J. HIGH, PRESIDENT



                               POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Richard A. Fisher, Edward F. Hayes and
David A. Broadwin, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all pre- or post-effective
amendments to this Registration Statement, any subsequent registration statement
for the same offering which may be filed under Rule 462(b) under the Securities
Act ("a Rule 462(b) Registration Statement") and any and all pre- or
post-effective amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
which they, or any of them, may deem necessary or advisable to be done in
connection with this Registration Statement or any Rule 462(b) Registration
Statement, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any substitute or substitutes for any or all of them,
may lawfully do or cause to be done by virtue hereof.



     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.



<TABLE>
<CAPTION>
SIGNATURE                                                        TITLE                       DATE
---------                                                        -----                       ----
<S>                                                  <C>                               <C>
*                                                    Chairman of the Board and         October 20, 1999
---------------------------------------------------    General Counsel
Richard A. Fisher

*                                                    President and Director            October 20, 1999
---------------------------------------------------    (Principal Executive
Kevin J. High                                          Officer)

*                                                    Chief Financial Officer           October 20, 1999
---------------------------------------------------    (Principal Financial and
Edward F. Hayes                                        Accounting Officer)

*                                                    Director                          October 20, 1999
---------------------------------------------------
Jai N. Gupta, Ph.D.
</TABLE>


                                      II-6
<PAGE>   103


<TABLE>
<CAPTION>
SIGNATURE                                                        TITLE                       DATE
---------                                                        -----                       ----
<S>                                                  <C>                               <C>
*                                                    Director                          October 20, 1999
---------------------------------------------------
Michael W. Bryant

*                                                    Director                          October 20, 1999
---------------------------------------------------
Mark Rogers

             *By: /s/ EDWARD F. HAYES                                                  October 20, 1999
 ------------------------------------------------
                 Attorney-in-fact
</TABLE>


                                      II-7
<PAGE>   104


                               INDEX OF EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT                           DESCRIPTION
-------                           -----------
<C>       <S>
  *1.1    Underwriting Agreement
  *1.2    Representative's Warrant Agreement
   2.1    Articles of Merger between the Company and Cytation
          Corporation, dated February 11, 1999(1)
   2.2    Plan of Merger of the Company and Cytation Corporation dated
          February 11, 1999(1)
 **2.3    Articles of Merger between CollegeLink.com Incorporated and
          ECI, Inc., dated August 10, 1999
 **2.4    Certificate of Merger of CollegeLink.com Incorporated and
          ECI, Inc., dated August 10, 1999
 **2.5    Agreement and Plan of Merger of the Company and ECI, Inc.,
          dated August 10, 1999
   3.1    Certificate of Incorporation of the Company(2)
   3.2    Designation of Rights and Preferences for the Company's
          Series A Convertible Preferred Stock(3)
 **3.3    Certificate of Amendment of Certificate of Incorporation of
          Cytation.Com Incorporated
   3.4    Certificate of Amendment of Certificate of Incorporation of
          Cytation.Com Incorporated
   3.5    By-laws of the Company(2)
   4.1    Please see Exhibits 3.1 through 3.5 for provisions of the
          Certificate of Incorporation and By-laws of the Company
          defining the rights of holders of the common stock of the
          company
  *5.1    Opinion of Foley, Hoag & Eliot LLP
  10.1    Series A Convertible Stock Purchase Agreement, dated April
          2, 1999, between the Company and Provident Life and Accident
          Insurance Company(3)
**10.2    Escrow Agreement by and among the Company, Gerald A. Paxton,
          Thomas J. Burgess and Eastern Bank and Trust Company dated
          as of August 10, 1999
**10.3    Registration Agreement by and among the Company, Gerald A.
          Paxton, Thomas J. Burgess and ECI, Inc. dated as of August
          10, 1999
**10.4    Consulting Agreement by and among the Company, Gerald A.
          Paxton and CollegeLink.com Incorporated dated as of August
          10, 1999(1)
**10.5    Letter Agreement by and among the Company, ECI, Inc. and USA
          Group Noel-Levitz, Inc. dated as of July 28, 1999
**10.6    Registration Rights Agreement by and among the Company and
          USA Group Noel-Levitz, Inc. dated as of July 28, 1999
**10.7    Lease by and between Victoria S. Tarsagian and Web Services
          International, Inc. dated as of July 29, 1996
  10.8    1996 Stock Plan
  10.9    1999 Stock Option Plan
  10.10   Stock Purchase Agreement, dated September 30, 1999, between
          the Company and PNC Investment Corp.
  10.11   Marketing Services and Administrative Agreement, dated
          September 30, 1999, between the Company and PNC Investment
          Corp.
  10.12   Employment Agreement, dated February 11, 1999, between the
          Company and Richard Fisher
  10.13   Employment Agreement, dated February 11, 1999, between the
          Company and Kevin High
  10.14   Agreement, dated June 30, 1999, between the Company and the
          College Entrance Examination Board
 *10.15   Form of Lock-Up Agreement
  10.16   Lease dated September 22, 1999 between the Company and
          Midview, LLC
 *10.17   Agreement and Plan of merger dated October 20, 1999 by and
          among Cytation.com Incorporated, Collegelink.com, Inc.,
          Student Success, Inc., Bradford J. Baker, Patrick S. O'Brien
          and the Patrick S. O'Brien Stock Trust
 *10.18   Form of Noncompetition and Employment Agreement dated
          October 20, 1999 among CollegeLink.com Incorporated,
          Cytation.com Incorporated and the Executive
**21.1    List of Subsidiaries of the Company
 *23.1    Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
</TABLE>

<PAGE>   105


<TABLE>
<CAPTION>
EXHIBIT                           DESCRIPTION
-------                           -----------
<C>       <S>
  23.2    Consents of Radin, Glass & Co., LLP
  23.3    Consent of Paolilli & Jarek, LLC
  23.4    Consent of Schenck & Associates SC
  24.1    Power of Attorney (contained on the signature page of this
          Registration Statement)
  27.1    Financial Data Schedule
</TABLE>


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

 * To be filed by amendment.



** Previously filed.



(1) Incorporated by reference from the Registrant's Form 8-K, Current Report,
    filed March 18, 1999, and later amended on April 2, 1999.



(2) Incorporated by reference from the Registrant's Annual Report on Form 10KSB
    (S.E.C. File No. 0-5388) filed December 31, 1998.



(3) Incorporated by reference from the Registrant's Form 8-K, Current Report,
    filed April 27, 1999.

