-----------------------------
                          NOTES TO PRO FORMA CONDENSED
                       CONSOLIDATING FINANCIAL STATEMENTS
                     - -----------------------------------
                                 MARCH 31, 2000
                                 --------------
                                   (UNAUDITED)

On April 1, 2000, BIFS Technologies Corporation (BIFS) acquired the assets and
operations of Beach Access.Net, Inc. (Beach) for 1,750,000 shares of common
stock in a transaction accounted for as a purchase. In addition, BIFS issued
8,600,000 additional shares to Beach to make additional acquisitions, also
accounted for as a purchase. BIFS issued 8,000,000 shares of common stock to
certain employees of Beach as part of these transactions.

On January 26, 2001, BIFS Technologies Corporation (BIFS) acquired 55% of the
assets and operations of GPS Integrators, Inc. (GPS) for 2,000,000 shares of
common stock in a transaction accounted for as a purchase.

The accompanying pro forma condensed consolidating balance sheets as of March
31, 2000, and statements of operations for the three months ended March 31,
2000, assume that the acquisition of Beach and GPS took place on January 1,
2000. For the three months ended March 31, 2000, GPS had not commenced
operations.

The accompanying pro forma information is presented for illustrative purposes
only and is not necessarily indicative of the financial position or results of
operations which would actually have been reported had the acquisition been in
effect during the periods presented, or which may be reported in the future.

The accompanying pro forma condensed consolidating financial statements should
be read in conjunction with the historical financial statements and related
notes thereto for BIFS and GPS.

During the three months ended March 31, 2001, GPS had no operating activity for
the period January 1, 2001 to January 26, 2001.

Note 1 - Pro Forma Adjustments

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(a)   Goodwill acquired in the purchase of Beach and GPS. The goodwill is being
amortized over its estimated  useful life of fivev years beginning on January 1,
2000, as follows:

                          Beach         GPS          Total
                         --------    ---------    ----------
   Original cost       $ 549,766     $ 477,700    $ 1,027,466

   Amortization          (27,488)      (23,558)       (51,046)
                        ---------    ---------    -----------

                       $ 522,278     $ 454,142    $  (976,420)
                        =========    =========    ===========

(b)   Elimination of intercompany advance prior to acquisition of Beach.