---

NASCENDO S.A.

(Formerly Nascent Advisor s.a.)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF SEVEN MONTHS ENDED JUNE 30, 2000

TOGETHER WITH AUDITOR’S REPORT

To the Shareholders’ of

Nascendo S.A.:

We have audited the consolidated balance sheet of Nascendo S.A. (formerly Nascent Advisor S.A.) as at June 30, 2000 and the consolidated statements of income, changes in shareholders’ equity and cash flows for the period of seven months 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 audit in accordance with Canadian generally accepted auditing standards.  Those standards require that we plan and perform an audit to obtain reasonable assurance 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.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2000 and the results of its operations and its cash flows for the period of seven months then ended in accordance with Canadian generally accepted accounting principles.

September 30, 2000                                                         General Partnership

                                                                                          Chartered Accountants

NASCENDO S.A.

CONSOLIDATED balance sheet

JUNE 30, 2000

(In Canadian dollars)

ASSETS

Venture investments (Note 3)						$	640,757
Marketable securities (cost: $231,250) (Note 4)							143,375
Term deposits, 5.4%, on call							335,000
Cash							96,176
Capital assets (Note 5)							11,026
Other assets							2,281
						$	1,228,615

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Bank overdraft						$	45,112
Accounts payable and accrued liabilities							142,541
Future income taxes							7,078
							194,731
SHAREHOLDERS’ EQUITY
Capital stock (Note 6)							159,476
Contributed surplus							856,209
Deficit							(243,363	)
Unrealized appreciation							261,562
							1,033,884
						$	1,228,615
COMMITMENTS (Note 8)

Approved on behalf of the Board:

_____________________________, Director

_____________________________, Director

NASCENDO S.A.

CONSOLIDATED STATEMENT OF INCOME

for the PERIOD OF SEVEN MONTHS ended JUNE 30, 2000

(In Canadian dollars)

REVENUE
Realized						$	12,174
Unrealized appreciation on venture investments							451,156
Unrealized depreciation on marketable securities							(87,875	)
							363,281
							375,455
OPERATING EXPENSES
Administrative expenses							352,106
Financial expenses							2,068
Exchange gain							(3,996	)
							350,178
Income before income taxes							25,277
FUTURE INCOME TAXES (Note 7)							(7,078	)
NET INCOME						$	18,199
NET INCOME PER SHARE						$	0.0023

NASCENDO S.A.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

for the PERIOD OF SEVEN MONTHS ended JUNE 30, 2000

(In Canadian dollars)

	Capital stock
	Common shares				Amount			Contributed surplus						Deficit		Unrealized apprecia-tion						Shareholders’ equity
Shares issued		10,941,900			$	159,476			$	856,209			$	–			$	–					$	1,015,685
Net loss		–				–				–				(243,363)				261,562						18,199
Balance, end of         period		10,941,900			$	159,476			$	856,209			$	(243,363)			$	261,562					$	1,033,884

---

NASCENDO S.A.

CONSOLIDATED statement of cASH FLOWS

for the PERIOD OF SEVEN MONTHS ended JUNE 30, 2000

(In Canadian dollars)

CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net income						$	18,199
Items not affecting cash -
Unrealized appreciation on venture investments							(451,156	)
Unrealized depreciation on marketable securities							87,875
Future income taxes							7,078
							(338,004	)
Net change in non-cash operating items							140,260
							(197,744	)
INVESTING ACTIVITIES
Acquisition of venture investments							(70,939	)
Acquisition of marketable securities							(231,250	)
Acquisition of capital assets							(11,026	)
							(313,215	)
FINANCING ACTIVITY
Proceeds from issuance of capital stock							897,023
CASH AND CASH EQUIVALENTS INCREASE AND       CASH AND CASH EQUIVALENTS, end of period						$	386,064
Cash and cash equivalents consist of the following items:
Cash						$	96,176
Term deposits							335,000
Bank overdraft							(45,112	)
						$	386,064

           1. STATUTES OF INCORPORATION AND NATURE OF ACTIVITIES

Nascendo S.A. (the “Company, formerly Nascent Advisor S.A.”) was incorporated on December 15, 1999 as an International Business Company in Saint-Vincent and the Grenadines.  The Company, a venture capital investment corporation, is engaged in the business of providing financing, selling, marketing and other services to new technology companies.

The Company manages its venture investments to achieve long-term capital growth.  However, the opportunity to realize capital gains depends on a number of factors and management cannot predict the future date at which the Company will divest of an investment in its portfolio.  Therefore, fair value does not reflect an attempt by management of the Company to estimate the ultimate proceeds from the disposition of an investment in the future.  The valuation process uses, as much as possible, objective measures, but it is still based on assumptions and includes inherent uncertainties.  Actual values realized when the Company ultimately disposes of an investment will vary from the current estimate and the variation may be material.

           2. SIGNIFICANT ACCOUNTING POLICIES

              a) Going concern

The directors are currently seeking additional financing to develop and implement the Company’s business plan.  The financial statements have been prepared on the going concern basis, which assumes that the Company will continue its operational existence for the foreseeable future.  The validity of this assumption depends upon the successful raising of additional capital funds. Whilst the directors are presently uncertain as to the outcome of the matters mentioned above, they believe it is appropriate for the financial statements to be prepared on the going concern basis.

              b) Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nascent Advisor S.A. in Paris (interest 100%).

              c) Foreign currency translation

Transactions concluded in currencies other than the currency of measurement have been translated as follows: monetary assets and liabilities have been translated at the exchange rates in effect at the end of the period and revenues and expenses have been translated at the weighted average exchange rates for the period.  Exchange gains and losses arising from such transactions have been included in income.  During the period, such gains or losses were not significant.

             d) Venture investments

Venture investments listed on recognized public securities exchanges are valued using the closing price, that is the last selling price reported by the securities exchange on which they are principally traded or, if no transaction has occurred, the closing bid price is used.  The net excess (shortfall) of this value over (below) the cost represents the unrealized appreciation (depreciation) in value of venture investments.  Venture investments traded over-the-counter are valued at the average of the closing bid and ask prices on the valuation day.

Venture investments for which reliable quotations are not readily available are valued at management’s best estimate of fair value, as determined pursuant to procedures established by management.  This process of valuing venture investments for which no published market exists is inevitably based on inherent uncertainties and the resulting values may differ from values that would have been used had a ready market existed for the venture investments.

              e) Marketable securities

Marketable securities are stated at fair value which is determined using the same method as for listed venture investments.

               f) Capital assets

Capital assets are accounted for at cost.

Amortization will be based on their estimated useful life using the straight-line method for a two-year period.

No amortization was recorded since the computer equipment and software was acquired towards the end of the year.

              g) Use of estimates

The presentation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies 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.

             h) Cash and cash equivalents

The Company’s cash and cash equivalents include cash, financial instruments highly liquid, maturing within three months and bank overdraft.

              3. VENTURE INVESTMENTS

Common shares		Number of shares				Cost				Fair value
www.1Z1.com Ltd.-England			10,000			$	72,217			$	72,217
@live SpA-Italy			500				7,093				7,093
Human capital SAS-France			25,000				2,674				2,674
InfoElec Ltd.-England			4,167				16,990				73,124
Ovni-Web SA-France			63				21,979				417,001
Radeikon Ltd.-England			1,900				4,273				4,273
Tci Network Ltd.-Ireland			50,000				879				879
							126,105				577,261
Loans receivable
Human capital Systems SAS, no interest bearing, convertible into ordinary shares on the basis of the first financing round valuation							63,496				63,496
						$	189,601			$	640,757

Investments valued based on management best estimate include investments in InfoElec Ltd. and Ovni-Web S.A.  The estimated fair value of these investments amounts to $490,125 and is based on transaction prices with third parties.  All other investments have been valued at historic cost given timing of acquisition.

The Company realized its first liquidity event through the sale of its interest in Ovni-Web SA for a total consideration of approximately CHF 417,000, of which CHF 40,118 was paid in cash and the remainder received in the form of Liberty Surf shares.

              4. MARKETABLE SECURITIES

At cost						$	231,250
Decrease in market value							(87,875	)
						$	143,375

The Company has marketable securities which are valued at market value at the close of business on June 30, 2000 by reference to Stock Exchange quoted prices.

Decreases in market value are included in the statement of income as “unrealized depreciation on marketable securities”.

              5. CAPITAL ASSETS

		Cost						Accumulated amortization							Net value
Computer equipment		$	8,124						$	–				$		8,124
Computer software			2,902							–						2,902
		$	11,026						$	–				$		11,026

              6. CAPITAL STOCK

Authorized -
50,000,000 of common shares, with a par value of 0.01 USD.
Issued -
10,941,900 common shares						$	159,476

Issuance

During the period, the Company issued 10,941,900 common shares in exchange of $897,023 in cash and investments of a value of $118,662.

              7. income taxes

Future tax assets
Long-term - available tax losses						$	(119,246	)
Future tax liabilities
Long-term - unrealized appreciation on venture       investments							126,324
						$	7,078

              8. COMMITMENTS

The Company has lease commitments within one year for the property rental.  The balance of the commitments is $5,162.

              9. FINANCIAL INVESTMENTS

Fair value of cash, term deposits, bank overdraft and accounts payable approximates their carrying value.

          10. SUBSEQUENT EVENT

On July 31, the Company finalized a Securities Exchange Agreement with Harlow Ventures Inc.  The Agreement, which remains subject, among other things, to regulatory approval and shareholders’ approval, will result in a reverse take-over of Harlow Ventures Inc.  Harlow Ventures Inc. is a quoted company on the Canadian Securities Market involved in the exploration and development of mineral resources.  Upon completion of the deal, Harlow Ventures Inc. will cease its exploration and development activities.