Airbomb.com Inc
        Management Discussion       2/7/01
        AIRBOMB COM INC ("AIR-V;ABOM-L") - Management Discussion 
        MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF       OPERATIONS 
        Airbomb.com Inc., through its wholly-owned subsidiary, Sportslink Direct       Marketing Ltd., is an internet retailer/wholesaler of sporting goods,       primarily bicycles and related parts and accessories. Because of the       Company's unique relationship with original equipment manufacturers       (OEMs), it is able to acquire a variety of products at preferential prices and       sell them to wholesalers, distributors or consumers at a significant       discount. The Company has developed strong relationships with some of       the largest component manufacturers in Asia and North America. The       retail market in the United States for bicycles and related parts and       accessories is approximately U.S. $5.4 billion, and globally is U.S. $25       billion. 
        The Company has applied for trademark protection in Canada and the       United States for the brand name "Airbomb. The Company has four web       sites. The primary marketing of bicycles, bicycle components and outdoor       sporting equipment is conducted at www.airbomb.com; sunglass sales       are conducted at www.sunbomb.com; and cycling products are marketed       in Canada at http:
        ore.airbomb.com/Can. The fourth web site is a secure, 
        password-protected site for  wholesale transactions. The company supports 
        various other internet retailer "web stores" by  acting as a virtual store 
        and completing any transactions (sales) generated. In this fashion 
        airbomb.com is the "store behind the store". An example of this can be seen 
        at NSMB.com.  Continued marketing efforts directed towards B2B customers 
        produced exponential growth in  that sector. The company has worked to be 
        qualified as a manufacturer in the cycling industry and  as such gained 
        access to lower OEM prices from numerous important suppliers. This has 
        strengthened the ability to provide private label branded bikes to 
        retailers and other resellers. The  password-protected website directly 
        responds to this demand. The private label concept is new to  this industry 
        and has been recognized by resellers as innovative, unique and profitable. 
        The  Company feels its competitive advantage will be most successful in the 
        B2B category and by Q2  of 2001 this categories sales will exceed B2C 
        sales. A new Canadian based production facility  assembles components 
        purchased in bulk into high quality bicycles. These completed bikes are 
        either labeled according to the request of the retailer or sold direct to 
        consumers under the well- known "Nuke Proof" name. 
             Airbomb.com has outlasted hundreds of well-financed e-tailers largely 
        through the use of  inexpensive marketing methods. Weekly email "specials" 
        are broadcast to an increasing number  of opt-in users. Custom software 
        helps the "tell-a-friend" program track referrals and encourage 
        word-of-mouth about the Company. At present the company has links on a 
        record number of  other sites ranging from simple customer personal sites 
        to those of large manufacturers. In the last  90 days the Company has 
        attracted new customers by linking items placed on popular auction  sites 
        through to the airbomb.com store. A firm specializing in maintaining the 
        simultaneous  presence of individual items on multiple auction sites has 
        proved extremely effective.  During the  last quarter the company enjoyed 
        greater web traffic than ever before. 
             The Company has seen a marked increase in the proportion of its sales 
        that are processed purely  through the internet versus those sales 
        transacted by phone or other means.  This is seen as  support for 
        management's recognition that its market segment is a proven early adopter 
        of online  buying than are those for other segments such as groceries, 
        furniture, etc.  The Company's  customers do not have to be enticed online; 
        they are already there.  This provides some distance  from the risk 
        associated with the rate at which the general public embraces online 
        buying. 
             Other upgrades were made throughout the website as a reflection of the 
        expanded product  offering and software upgrades.  A concomitant growth in 
        the company's website traffic saw the  benchmark of 1 million hits per 
        month eclipsed. 
             Airbomb.com dominates the Canadian market for online cycling sales, Q3 
        results are estimated to  be 10 times larger than the closed competitor. 
             Results of Operations 
             Nine months ended December 31, 2000 and December 31, 1999. 
             Sales increased by 198.8 % or $532,108 to $ 799,734 during the period 
        ending December 31,  2000 compared to $ 267,626 for the period ending 
        December 31, 1999.  This increase was due to  a higher level of sales 
        through the Company's web site as well as increased performance from the 
        Company's Business to Business website. 
             Cost of goods sold increased by 116.5 % or $ 391,495 to $ 727,438 for 
        the period ending  December 31, 2000, compared to $ 335,943 for the period 
        ending December 31, 1999. The cost  of goods sold increased as the sales 
        volume increased. 
             Inventory increased by 84.4 % or $ 55,526 to $ 121,274 for the period 
        ending December 31,2000,  compared to $ 65,748 for the period ending 
        December 31, 1999.  Inventory levels are up over the  past year as a result 
        of the increase in sales and to facilitate timely product deliveries. 
             General and administrative expenses increased by 286.0 % or $ 533,076 
        to $ 719,449 for the  period ending December 31, 2000 compared to $ 186,373 
        for the period ending December 31,  1999.  The Company incurred higher 
        costs in every category primarily due to the expense of  being a public 
        company (listed on the Canadian Venture Exchange and OTC Bulletin Board) 
        along with an increase in sales. 
             Advertising and Promotion increased by 610.8 %  or $ 70,897 to $ 
        82,504 for the period ending  December 31, 2000 compared to $ 11,607 for 
        the period ending December 31, 1999. 
             Amortization costs rose $ 23,191  to $ 26,974 for the period ending 
        December 31, 2000 compared  to $ 3,783 for the period ending December 31, 
        1999 and relates to the amount of goodwill created  as a result of the 
        Sportslink acquisition.  Interest and foreign exchange decreased $ 7,673 to 
        $11,733  for the period ending December 31, 2000 compared to $ 19,406 for 
        the period ending  December 31, 1999. This is as a result of the loss on 
        conversion from Canadian to U.S. dollars  advanced to fund the operations 
        of Sportslink and expansion of the business operations. 
             Investor relations is a new expense category now that the Company is a 
        publicly-traded company.  For the nine month period ending December 31, 
        2000, the Company incurred expenses of $84,022. 
             Office and Sundry costs increased by 592.8 % or $ 46,300 to $ 54,110 
        for the period ending  December 31, 2000 compared to 7,810 for the period 
        ending December 31, 1999. These expenses  support the increased costs of 
        being a public company and expansion of the business operations. 
             Professional fees increased  373.2 % or $ 84,676 to $ 107,360 for the 
        period ending  December  31, 2000 compared to $ 22,684 for the period 
        ending December 31, 1999. Again, these expenses  included the increased 
        legal and accounting costs of being a public company and the expansion of 
        the business operations. 
             Wages and contract labor increased 189.4 % or $ 141,584 to $ 216,314 
        for the period ending December  31, 2000 compared to $ 74,730 for the 
        period ending December 31, 1999.  The increase in staff was  necessary to 
        support the Company's expansion. 
             Plan of Operations 
             The Company's marketing plans and strategies include: 
             *  Expand into the B to B market through acquisition of a wholesaler 
             *  Expanding the product base and continuing to upgrade the web site. 
             *  Developing brand names that link on-line customers to the Company. 
             *  Launch a new brand of bicycles with a name TBA 
             *  Upgrading web search engine results for key search words, often 
        brand names, that bring on- line shoppers directly to the Company web site. 
             *  Expanding the customer database by developing additional opt-in 
        subscription strategies 
             *  Purchasing/renting other highly qualified opt-in subscriber lists. 
             *  Working with suppliers to match customers to a supplier's target 
        market. 
             *  Enhancing the "weekly specials sheet" to attract buyers to special 
        deals and clear-out sales.   This has proven attractive to both suppliers, 
        who use the feature to move inventory, and on- line buyers looking for 
        special prices. 
             *  Offering competitive prices relative to the online channel. 
             *  Expanding the "Tell-A-Friend" referral program through support 
        materials provided to motivated customers. 
             *  Continuing to sponsor a professional bike racing team. 
             *  Publishing bi-monthly brochures and mailing to customer base. 
        *  Continuing with sales force training programs to enhance telephone 
        customer service. 
             *  Enter new markets via new online storefronts.         
             To be successful, the Company will have to develop marketing, brand 
        development and sales on a  rapidly expanding basis.  There is no guarantee 
        that the Company will be successful in managing such a  complex strategy of 
        marketing and sales or that the Company will be able to do so soon enough 
        to be  successful. 
             The Company intends to derive substantially all of its revenues from 
        the sale of goods using the Internet  as the chief instrument of 
        transaction.  The Company's ability to generate revenues will depend upon, 
        among other factors, consumers' acceptance of the Web as an attractive and 
        sustainable medium, and  development of a large base of repeat customers 
        for the Company's products.  In addition, there is  intense competition in 
        the sale of goods and services on the Internet, which makes it difficult to 
        project  the future levels of Internet revenues that will be realized 
        generally or by any specific company 
             To be successful, the Company plans to continue entering into 
        strategic partnerships with other local,  national and international 
        businesses to help in a focused marketing effort and to provide operational 
        support.  The Company cannot guarantee that it will be able to find 
        strategic partners who will be  available and who are suitable for the 
        Company's needs, or if enough strategic partners can be found to  market 
        the Company's products and support its operations.       The success of the 
        Company cannot be guaranteed or accurately predicted.  There is no 
        assurance that  the Company will be able to operate profitably.  Such 
        prospects must be considered in light of the risks,  expenses and 
        difficulties frequently encountered in the establishment of new product 
        lines and retail  sales outlets in an emerging e-commerce market. 
             There is no assurance that the Company will be able to operate and 
        manage on a profitable basis or that  cash flow from operations will be 
        sufficient to pay the operating costs of the Company.  The Company 
        anticipates that it will need to raise additional capital to finance growth 
        of its operations. The Company  may seek additional financing through debt 
        or equity financings. There is no assurance that additional  financing will 
        be available to the Company, or that, if available, the financing will be 
        on terms  acceptable to the Company.  There is no assurance that the 
        Company's estimate of its reasonably  anticipated liquidity needs is 
        accurate or that new business developments or other unforeseen events will 
        not occur that will result in the need to raise additional funds.  In the 
        event that the Company cannot  raise needed capital, it will have a 
        material adverse effect on the Company. 
             Although the Company has based its web site upon commercially 
        available software and hardware, the  Company will need to do substantial 
        additional development in order to offer the goods, services and 
        user-friendly interfaces the Company believes are needed to attract and 
        retain customers. 
             The Company may incur significant operating losses and generate 
        negative cash flow from operating  activities during the next several years 
        while it develops its web sites and services, and builds a customer  and 
        subscriber base.  There is no assurance that the Company will achieve or 
        sustain profitability or  positive cash flow from operating activities in 
        the future or that it will generate sufficient cash flow to  service any 
        debt requirements. 
             To the extent that any financing involves the sale of the Company's 
        equity securities, the interests of the  Company's then-existing 
        shareholders could be substantially diluted. 
             The Company's future success is dependent upon continued growth in the 
        use of the Internet.  Rapid  growth in the use of and interest in the 
        Internet is a recent phenomenon.  There is no assurance that  commerce over 
        the Internet will become widespread or that extensive content will continue 
        to be  provided over the Internet.  In addition, to the extent that the 
        Internet continues to experience significant  growth in the number of users 
        and level of use, there is no assurance that the Internet infrastructure 
        will  continue to be able to support the demands placed upon it by such 
        potential growth.  If use of the Internet  does not continue to grow, or if 
        the Internet infrastructure does not effectively support growth that may 
        occur, the Company's business, results of operations and financial 
        condition would be materially and  adversely affected. 
             As is typical in the case of a new and rapidly evolving industry, 
        demand and market acceptance for  recently introduced products and services 
        are subject to a high level of uncertainty and risk.  The  Company does not 
        know the extent to which additional customers will use its products and 
        services.  It is  difficult to predict the future growth rate, if any, and 
        size of this market via Internet sales.  In order to  sustain rapid growth 
        rates, the Company will need to continue increasing its share of the 
        bicycle and  other sporting goods markets.  There is no assurance either 
        that the market for the Company's products  and services will grow or that 
        the Company can successfully and rapidly expand its market share.  If the 
        market fails to grow, grows more slowly than expected, or becomes saturated 
        with competitors, or if the  Company's products and services do not achieve 
        or sustain market acceptance and expanded market  share, the Company's 
        business, results of operations and financial condition will be materially 
        and  adversely affected. 
             The Company will rely on a combination of common law, copyright and 
        trademark law, and  nondisclosure agreements to establish and protect its 
        proprietary rights in its products and the content of  its web sites. 
        Others, however, might successfully challenge these protections. 
             The Company has applied for trademark protection in Canada for the 
        brand name "Airbomb",  and anticipates filing for trademark protection in 
        the United States for the same brand name.  The  Company is the owner of 
        the web site domain names airbomb.com and 
        sunbomb.com and maintenance fees for the domain names have been 
        paid and are up  to date.  The Company may file applications for trademark 
        protection of other intellectual  property.  No assurance can be given that 
        such trademark applications will be accepted for  registration. 
        Furthermore, the possibility exists that the Company could be found to 
        infringe on  patents, service marks, trademarks or copyrights held by 
        others.  The Company's use of  trademarks, service marks, trade names, 
        slogans, phrases and other expressions in the course of  its business may 
        be the subject of dispute and possible litigation.  Given the growth of 
        business  being conducted on the Internet, electronic commerce and the use 
        of domain names, there can be  no assurance that the Company will be able 
        to continue to use its current trade name, domain  name and Internet and 
        business identification.  Such changes could result in confusion to 
        potential customers and negatively affect the Company's business.         
        Tel: 1-604-689-1659   Airbomb.com Inc. 
        Fax: 1-604-689-1722 
        Email: airbomb@senategroup.com 
        Website: Airbomb.com 
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