OPTIMA GLOBAL CORPORATION Amendment No. 2

SB-2/A 1 optimaglobalsb2a.htm OPTIMA GLOBAL CORPORATION Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Amendment No. 2)
OPTIMA GLOBAL CORPORATION
(Name of small business issuer in its charter)

DE 3944 52-2243048
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

OPTIMA GLOBAL CORP.
205 Worth Avenue Suite 201

Palm Beach, FL 33480
(954)418-4912

(Name address and telephone number of principal executive offices)

Corporate Creations Network, Inc.
2530 Channing Drive
Wilmington, DE 19810
New Castle County
(800)672-9110
(Name address and telephone number of agent for service)

OPTIMA GLOBAL CORP.
55 King St. Suite 400
St.Catharines, ON L2R 3H5
CANADA
(905)641-1900

COPY TO:

Andreas M. Kelly, P.A.
Attn: Andreas M. Kelly, Esq.
2000 S. Dixie Highway Suite 100-I
Miami, FL 33133
(305)854-4255
(305)854-7663 (fax)

Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this registration statement.

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, 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,
check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each
class of securities Dollar Amount of
to be registered amount to registration fee
3,376,000 Shares be registered (1)
Common Stock, par value
$.001 $3,376 $.84

(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, on the basis of fluctuating market prices, and on the basis of
the par value solely for the purpose of calculating the registration fee.

Subject to completion, dated November 5, 2001. Information contained herein is
subject to completion or amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers be accepted prior to the time the
registration statement becomes effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.

Part I - Prospectus Information

1. Front Cover Page of Prospectus..........................................1
2. Inside Front and Outside Back Cover Pages of Prospectus.................1
3. Summary Information.....................................................3
4. Risk Factors...........................................................4
5. Use of Proceeds.........................................................7
6. Determination of Offering Price.........................................7
7. Dilution................................................................8
8. Selling Security Holders................................................8
9. Plan of Distribution....................................................8
10. Legal Proceedings......................................................10
11. Directors, Executive Officers, Promoters, and Control Persons..........10
12. Security Ownership of Certain Beneficial Owners and Management.........12
13. Description of Securities..............................................13
14. Interest of Experts and Counsel........................................15
15. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities........................................15
16. Organization Within Last Five Years....................................15
17. Description of Business................................................16
18. Plan of Operation......................................................31
19. Description of Property................................................32
20. Certain Relationships and Related Transactions.........................33
21. Market for Common Equity and Related Stockholder Matters...............33
22. Executive Compensation.................................................34
23. Financial Statements...................................................35
24. Changes and Disagreements With Accountants on Accounting
and Financial Disclosure..............................................36
25. Indemnification of Directors and Officers..............................36
26. Recent Sales of Unregistered Securities................................37
27. Undertakings...........................................................37

OPTIMA GLOBAL CORP. (a development stage company)

3,376,000 SHARES COMMON STOCK

The selling shareholders are registering 3,376,000 shares of common stock.
OPTIMA GLOBAL CORP. will not receive any proceeds from the sale of shares by the
selling stockholders.

Our common stock is not listed on any national securities exchange or the NASDAQ
stock market.

The selling security holders may offer their shares at any price. We will pay
all expenses of registering the securities.

Investors in the common stock should have the ability to lose their entire
investment since an investment in the common stock is speculative and subject to
many risks, including the question whether we can continue as a going concern,
our need to raise capital, and our history of losses and accumulated deficit.
See "Risk Factors," page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is November __, 2001.

SUMMARY
Optima Global Corporation ("Optima") is a technology, design and
development company. Optima is the exclusive worldwide licencee of an
electro-mechanical switching device which is patented in the United States,
Canada, Mexico, Europe [that is, United Kingdom, Austria, France, Germany,
Italy, Spain], China, Japan, Australia, and New Zealand, and referred to as the
Stewart Patent. The patented switching device allows the impact of an external
force applied against a surface to be recorded electrically. The invention is
very versatile and can be adapted to record different types of impacts or
strikes caused by an external force. The first industry in which the patented
technology will be exploited is in the coin operated game industry. The first
application of the Stewart Patent in the coin operated game industry relates to
electronic scoring dart boards. The switching device is a new method of
detecting the impact of a steel tip dart on a mechanical dart board mounted on a
printed circuit board whereby the impact is registered as a score on an
electronic display board. An electronic scoring dart board is a dart board or
dart target commonly used in the game of darts that has been modified and
adapted mechanically and electronically to register the impact or score of a
dart striking the board's surface.

The first application of the Stewart Patent in the coin operated game
industry relates to electronic scoring dart boards. An electronic scoring dart
board is a dart board or dart target commonly used in the game of darts that has
been modified and adapted mechanically and electronically to register the impact
or score of a dart striking the board's surface. We have designed and developed
a commercially viable steel tip electronic scoring dart that uses both
traditional steel tip darts, or grade metal tip darts used by traditional dart
players, and plastic tip darts, also called soft tip darts, which are the type
used by dart players on dart boards with a plastic target face, on the same
patented target. In our first year of production, we will introduce a full-size
commercial model dart machine. In the second fiscal year, we will introduce a
wall-mounted consumer or home model dart machine.

THE OFFERING

On behalf of several owners of certain of Optima's securities, (the
"Selling Stockholders"), we are registering 3,376,000 shares of its common
stock. See "Principal and Selling Stockholders" on page 7.

OFFERING PRICE OF THE SHARES
The Selling Stockholders may sell all or part of the shares of Common Stock
registered hereby from time to time in amounts and on terms to be determined at
the time of sale. See "Plan of Distribution" on page 8.

RISK FACTORS

Investors in the Common Stock should have the ability to lose their entire
investment since an investment in the Common Stock is speculative and involves a
high degree of risk, including questioning our ability to continue as a going
concern, our need to raise capital, and our history of losses and accumulated
deficit. See "Risk Factors" on page 4.

TRADING SYMBOL
The trading symbol for Optima Global Corporation will be determined when this
registration statement has become effective.

RISK FACTORS

You should read and understand the following risk factors carefully before
purchasing our common stock. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of many
factors. This prospectus contains certain forward-looking statements based on
current expectations which involve risks and uncertainties. The cautionary
statements made in this prospectus should be read as being applicable to all
forward-looking statements wherever they appear in this prospectus. See "special
note regarding forward-looking statements ", page 7.

Optima's ability to continue as a going concern is in doubt because we lack the
resources to finance further development. There is substantial uncertainty about
our ability to continue as a going concern. The report of our independent
accountants with respect to our financial statements contains an explanatory
paragraph regarding this uncertainty and expressed substantial doubt about such
ability resulting from our recurring losses, and cash flow and working capital
problems. The lack of sales or a significant financial commitment raises
substantial doubt about our ability to continue as a going concern, to operate
our business on a full-scale basis. There can be no assurance that we will ever
receive the funds necessary for us to continue as a going concern or to operate
our business, or to satisfy the possible claims of our creditors.

We need additional financing, without which we may not be able to continue
developing our product and take the product to market. At August 31, 2001 we had
cash and cash equivalents of $106,767 and we are dependent upon the receipt of
additional financing in order to continue as a viable entity. We will not be
able to continue operations without additional financing. The receipt of any
additional net proceeds will be applied to our working capital needs and
outstanding obligations. We cannot assure you that such additional financing
will be available when needed on acceptable terms, if at all.

Our history of losses and accumulated deficit will continue unless and until we
produce a marketable product and commence production and placement of our
products. We had comprehensive losses of $1,566,595 since inception to August
31, 2001. We had a retained deficit of $1,550,412at August 31, 2001. Our losses
have continued since August 31, 2001. We cannot assure you that the losses will
shrink or cease, that we will ever operate profitably, or continue as a going
concern. We may experience fluctuations in future operating results as a result
of a number of factors, including delays in product enhancements and new product
introductions. We cannot assure you that we will be able to develop commercially
successful products or that we will recognize significant revenues from such
products.

Our Common stock may trade on the Over The Counter (OTC) Bulletin Board and will
be subject to penny stock rules which may limit broker-dealers' ability in
effecting trades of our stock. Our stock may be traded on the OTC Bulletin
Board. No market may develop after the offering and investors may be unable to
sell their securities. The price of the common stock could make it difficult for
stock holders to sell their shares. These additional burdens may discourage
broker-dealers from effecting transactions in the common stock. Thus, if our
common stock were to fall within the definition of a penny stock, Optima's
liquidity could be reduced, and there could be an adverse effect on it's trading
market.

We have no established customers to date, and failure to establish a customer
base will result in the failure to sell our products. We have no customers to
whom we have obligations to sell products. Although we have ascertained
significant interest in our products and services, at this time we have not
established any customers who have assured that they will purchase any of our
products or services. Unless we can establish a customer base, we cannot
continue as a going concern. We cannot guarantee that we will be able to attract
or retain any customers.

We may need strategic alliances in order to compete in the marketplace, and
unless we establish sufficient alliances, we may not be able to compete with
other established competitors. There may be certain potential advantages to
entering into one or more strategic alliances with major interactive network or
product providers. Although we have entered into one such alliance with a
product provider, we have not entered into any such alliances with any other
providers or with network distributors. Certain of our competitors and potential
strategic allies may have entered into or may enter into agreements which may
preclude such potential allies from entering into alliances with us. We cannot
assure you that we will be successful in entering into any such strategic
alliances on acceptable terms or, if any such strategic alliance is entered
into, that they will realize the anticipated benefits from such strategic
alliance. See "Business--Strategic Alliances" on page 18.

We are dependent on strategic partners, without whose continuing satisfactory
production and services we cannot continue to develop and will not be able to go
to market with our products according to schedule. We are currently engaged in
strategic alliance with Realtec Corporation of Taiwan ("Realtec"). Realtec
manufactures specialized electronic chips, known as ASIC chips, as well as
printed circuit boards. We depend upon continuing a healthy relationship with
this partner, and may develop new strategic partners in the future. Failure to
maintain a working relationship with this and new partners in the future, or the
failure of this and new partners to provide satisfactory service, could cause us
to have extended delays in manufacturing and production, and could result in our
failure to continue as a going concern.

We have limited marketing and sales experience, without which we cannot sell our
products. We have limited resources and limited experience in marketing and
selling our products. We cannot assure you that we will be able to establish and
maintain adequate marketing and sales opportunities or make arrangements with
others to perform such activities. Achieving market penetration will require
significant efforts to create awareness of and demand for our products.
Accordingly, our ability to build and expand our customer base will depend upon
our marketing efforts, including our ability to establish an effective internal
sales organization or strategic marketing arrangements with others. The success
of our business and any profit we can make is dependent on the ability to
successfully develop marketing and sales opportunities. Further, we cannot
assure you that successful development of marketing and sales opportunities will
lead to sales of our current or proposed products. Without sales of our
products, we can realize no profit, and cannot continue as a going concern.

We are dependent on suppliers and outside processing, without whom we cannot
produce any marketable products. The electronic parts which we use in our
products are currently produced at Realtec in Taiwan and China, a facility which
we do not directly control. We are therefore dependent upon their ability to
maintain satisfactory levels of service. The failure of Realtec to continue
providing satisfactory service and materials would require the rewriting of our
software, which could take from 8 to 12 months, during which time we could not
produce any products, and therefore suffer material and financial losses. We
cannot assure you that Realtec will continue to provide satisfactory service and
materials.

We are uncertain that we will receive market acceptance, without which potential
customers may not want to buy our products. To date, we have not gained market
acceptance for our products. We are engaged in the design and development of
electronic dart boards which use steel tip and plastic "soft" tip darts. As with
any new technology, there is a substantial risk that the marketplace may not
accept the technology utilized in our products. Market acceptance of our
products will depend, in large part, upon our ability to demonstrate the
performance advantages and cost-effectiveness of our products over competing
products and the general acceptance of electronic dart boards that use
traditional steel tip and plastic "soft" tip darts. We cannot assure you that
the market will accept our products; failure of market acceptance could mean
that we do not achieve the sales necessary to pay the costs of production and
marketing, and cause the failure to continue as a going concern and/or diminish
the value of our stock.

Product obsolescence and technological change could render our product useless
in the marketplace. The industries in which we operate are characterized by
unpredictable and rapid technological changes and evolving industry standards.
We will be substantially dependent on our ability to identify emerging markets
and develop products that satisfy such markets. We cannot assure you that we
will be able to accurately identify emerging markets or that any products we
have or will develop will not be rendered obsolete as a result of technological
developments. We believe that competition in our business may intensify as
technological advances in the field are made and become more widely known. Many
companies with substantially greater resources than ours are engaged in the
development of products similar to those we sell. Commercial availability of
such products could render our products obsolete, and the failure of our
products to be accepted in the marketplace, return of products, loss of sales,
and therefore our ability to continue as a going concern.. From time to time, we
may announce new applications of the Stewart patent, other products or
technologies that have the potential to replace our existing products offerings.
We cannot assure you that the announcement or expectation of new product
offerings by us or others will not cause customers to defer purchases of our
existing products, which could materially adversely affect Optima.

Our products contain technology that may contain errors and omissions, or
software and hardware bugs which could cause faulty products. Certain of our
products depend on internally developed software and hardware, and we are
dependent on purchased software from third parties and purchased hardware
components. There is a substantial risk that these components will have or could
develop certain errors, omissions or bugs that may render our products unfit for
the purposes for which they were intended. While there are no such known errors,
omissions or bugs, we cannot assure you that such errors, omissions or bugs do
not currently exist or will not develop in our current or future products. Any
such error, omission or bug found in our products could lead to delays in
shipments, recalls of previously shipped products, damage to our reputation, and
other related problems could cause the failure to meet production requirements,
which could lead to the cancellation of orders, return of previously purchased
products, and reluctance to submit new orders. This could cause a loss of sales
and profit.

Special note regarding forward-looking statements.

Some of the statements we have made in this prospectus under the sections
entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business"
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "believe," "anticipate,"
"expect," "intend," "estimate," "plan," "may," "will," "should" and other
similar expressions that are predictions of, or indicate, future events and
future trends identify forward-looking statements. These forward-looking
statements are based on our current expectations and are susceptible to a number
of risks, uncertainties and other factors, and our actual results, performance
and achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include the factors discussed in the section of the prospectus entitled
"Risk Factors" as well as the following: development and operating costs,
changing trends in customer tastes and demographic patterns, changes in business
strategy or development plans, general economic, business and political
conditions in the countries and territories in which we operate, changes in, or
failure to comply with, government regulations, including accounting standards,
environmental laws and taxation requirements, costs and other effects of legal
and administrative proceedings, impact of general economic conditions on
consumer spending, and other risks and uncertainties referred to in this
prospectus and in our other current and periodic filings with the Securities and
Exchange Commission, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. We will not undertake and
specifically decline any obligation to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events. In addition, it is our policy generally
not to make any specific projections as to future earnings, and we do not
endorse any projections regarding future performance that may be made by third
parties.

USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of Common
Stock offered by the Selling Stockholders described herein.

DETERMINATION OF OFFERING PRICE
We will not make this determination. The holders of the securities will be able
to determine the price at which they sell their securities.

DILUTION
Since we are not offering or registering shares at a specific price, we are
unable to calculate dilution.

SELLING SECURITY HOLDERS

The securities are being registered by the selling security holders named below.
None of the selling shareholders are broker-dealers, or related to a
broker-dealer, as that term is defined in the Securities Act. The table assumes
that all of the securities will be sold after this registration statement has
been declared effective, however, any or all of the securities listed below may
be retained by any of the selling security holders. 3,376,000shares of common
stock will be held by the selling security holders upon the effective date of
this registration statement. We believe that the selling security holders listed
in the table have sole voting and investment powers with respect to the
securities indicated. We will not receive any proceeds from the sale of the
securities.

Name Relationship Amount Amount Percentage
With Issuer Beneficially Beneficially Owned After
Owned Prior to Owned After Offering is
Offering Offering Complete

1. Pace Engineering none 2,068,453 0 0
International Ltd.
2. Biggar, Leslie none 75,000 0 0
3. Fielding, Ian & none 20,000 0 0
Elspeth (jt)
4. Gogek, Daniel none 7,000 0 0
5. Jani, Kishor none 15,000 0 0
6. Andreas Kelly none 20,000 0 0
7. Kit, John none 20,000 0 0
8. Lewis, J. Cameron none 30,000 0 0
9. McCullough, John none 40,000 0 0
10. Morningstar, Robert B. none 35,000 0 0
& Katherine C.
11. Plyley, John & none 20,000 0 0
Gwyneth (jt)
12. Qualicorp Holding Inc. none 458,000 0 0
13. Rothery, Edwin & none 20,000 0 0
Lea (jt)
14. Shepard, Michael & none 20,000 0 0
Phyllis (jt)
15. Shepard, Ronald & none 20,000 0 0
Joann
16. George M. none 20,000 0 0
Valentini
17. Volpatti, Fausto none 225,000 0 0

Total 3,376,000 0 0

The principal of Pace Engineering International Ltd. is David Cottrill. The
principal of Qualicorp Holding Ltd. is Brian Gogek.

PLAN OF DISTRIBUTION

The securities offered by this prospectus may be sold by the selling
security holders or by those to whom such shares are transferred. We are not
aware of any underwriting arrangements that have been entered into by the
selling security holders. The distribution of the securities by the selling
security holders may be effected in one or more transactions that may take place
in the over-the-counter market, including broker's transactions, privately
negotiated transactions or through sales to one or more dealers acting as
Principals in the resale of these securities.

Any of the selling security holders, acting alone or in concert with one
another, may be considered statutory underwriters under the Securities Act of
1933, if they are directly or indirectly conducting an illegal distribution of
the securities on behalf of our corporation. For instance, an illegal
distribution may occur if any of the selling security holders were to provide us
with cash proceeds from their sales of the securities. If any of the selling
shareholders are determined to be underwriters, they may be liable for
securities violations in connection with any material misrepresentations or
omissions made in this prospectus.

In addition, the selling security holders and any brokers and dealers
through whom sales of the securities are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, and the commissions or
discounts and other compensation paid to such persons may be regarded as
underwriters' compensation.

The selling security holders may pledge all or a portion of the securities
owned as collateral for margin accounts or in loan transactions, and the
securities may be resold pursuant to the terms of such pledges, accounts or loan
transactions. Upon default by such selling security holders, the pledge in such
loan transaction would have the same rights of sale as the selling security
holders under this prospectus. The selling security holders also may enter into
exchange traded listed option transactions which require the delivery of the
Securities listed under this prospectus. The selling security holders may also
transfer securities owned in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or other
transfer without consideration, and upon any such transfer the transferee would
have the same rights of sale as such selling security holders under this
prospectus. Optima will file a post effective amendment to identify transferees
that receive securities from selling security holders.

In addition to the above, each of the selling security holders and any
other person participating in a distribution will be affected by the applicable
provisions of the Securities Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the securities by the selling security holders or any such other person.

There can be no assurances that the selling security holders will sell any
or all of the securities. In order to comply with state securities laws, if
applicable, the securities will be sold in jurisdictions only through registered
or licensed brokers or dealers. In various states, the securities may not be
sold unless these securities have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with. Under applicable rules and regulations of the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of the securities
may not simultaneously engage in market-making activities in these securities
for a period of one or five business days prior to the commencement of such
distribution.

All of the foregoing may affect the marketability of the securities.
Pursuant to the various agreements we have with the selling security holders, we
will pay all the fees and expenses incident to the registration of the
securities, other than the selling security holders' pro rata share of
underwriting discounts and commissions, if any, which is to be paid by the
selling security holders.

Should any substantial change occur regarding the status or other matters
concerning the selling security holders, we will file a post effective amendment
for any additional or changed material information on the plan of distribution.

LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings, in which
we are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

MANAGEMENT
President and C.E.O. Mr. Mark F. Stewart, B.A., B.Ed, LL.B
Secretary/Treasurer Mr. Robert F. Morningstar, B.A., LL.B.
Vice-President of Sales and Marketing Mr. Robert Shiels
Vice-President of Operations Mr. Angelo Bonetta
Vice-President of Software & Hardware Mr. Yi-Rong Chen
Development

Mark F. Stewart, B.A., B.Ed., L.L.B, President and CEO
Birth date - July 15, 1955
2000 - President/Director - Optima Global Corporation
1988-2000 - President/Director of Real Darts International Inc.
- design and development company
1984-present - Lawyer (Partner), Douglas, Stewart & Morningstar
- corporate commercial law
Responsibilities: Oversees all business, design and legal matters and
carries out responsibilities of the office of President.
Mr. Stewart is the inventor of the electrical mechanical switching device
referred to in the Stewart Patent and is a partner in the law firm of Douglas,
Stewart & Morningstar in St. Catharines, Ontario, Canada. Mr. Stewart
specializes in corporate commercial law. He is a founding member of the
electronic darts project which he has spearheaded since 1988. Mr. Stewart has
been actively involved in all aspects of the project's design and development
and has directed all of the contract negotiations, the business and legal
affairs of Optima and its subsidiary International Dart Corporation. Mr. Stewart
and his firm Douglas, Stewart & Morningstar are the general legal counsel for
Optima.

Robert F. Morningstar, B.A., L.L.B., Secretary
Birth date - November 24, 1949
2000 - Secretary/Director - Optima Global Corporation
1990-2000 - Secretary/Treasurer/Director - Real Darts International Inc.
- design and development company
1976-present - Lawyer (Partner), Douglas, Stewart & Morningstar
- general practice
Responsibilities: Oversees all financial matters and carries out
responsibilities of the office of Secretary/Treasurer
Mr. Morningstar has been actively involved in the business and financial
administration of the electronics dart's project since 1990. He is currently a
partner in the law firm of Douglas, Stewart & Morningstar and practices general
commercial law. In his capacity as Secretary and Treasurer of Optima, he has
been responsible for all applications for Canadian government support in "IRAP"
grants and R & D tax grants. In addition to being actively involved in the
ongoing management of Optima, he has offered valuable assistance in the
project's legal affairs, funding and on many aspects of the design and
development of Optima's dart product.

Robert Shiels, C.L.U., Vice-President of Sales and Marketing
Birth date - June 11, 1929
2000 - Vice-President/Director - Optima Global Corporation
1989-2000 - Vice-President/Director - Real Darts International Inc.,
- design and development company
Chartered Life Underwriter (42 years) - London Life Insurance Company
Responsibilities: Oversees fundraising from private sector sources and carries
out the responsibilities of the office of Vice-President
Mr. Shiels brings to Optima over 40 years of outstanding success in sales and
marketing developed in the life insurance business. He has offered his expertise
and common sense approach to business to the project since its early design and
development stages in 1989. Mr. Shiels is actively involved in the management of
Optima with special emphasis on marketing and sales planning. As well, he has
been instrumental in the raising of private capital necessary to fund and meet
the project's goals to date. Mr. Shiels' success in his field has earned him
recognition at the international and national level, an achievement attained by
very few in his industry worldwide. He is also a published author on personal
and financial planning entitled "You Don't Have to Die to Win".

Angelo Bonetta, Vice-President of Operations
Birth date - January 16, 1937
2000 - Vice-President/Director -Optima Global Corporation
1999-2000 - Vice-President/Director - Real Darts International Inc.
- design and development company;
1965-present - Florentine Enterprises Limited - Import and export of footwear;
Responsibilities: Oversees design and development of products and carries
out the responsibilities of the office of Vice-President.
Mr. Bonetta cumulates over 40 years of technical experience in production and
design. His invaluable experience was gained as a technical director in the
Societa Anonima Macchine Agricole (S.A.M.A.), a manufacturer and distributor of
agricultural equipment in Brescia, Italy, and then, as production director, at
Reguitti Manufacturing in Brescia, Italy. Following his immigration to Canada,
he was in charge of cost analysis, production and prototype concepts at Eastern
Die Casting Inc., at Montreal, Quebec. Mr. Bonetta has been actively involved in
the research and development of the darts' project since 1989 and has assisted
on many aspects of the development and design of Optima's patented electrical
mechanical switching device. Since 1969 Mr. Bonetta has also established a
successful import and distribution business in Canada.

Dragon Yi-Rong Chen, Vice-President of Software and Hardware Development
Birth date - November l2, 1951 in Taichung, Taiwan, R.O.C
Graduated from Taipei University of Technology with a degree in Electrical
Engineering
Mr. Chen was assistant manager of the R&D Department at San San Electronic
Company Limited from 1975 to 1976, and from 1976 to 1980 was an engineer in the
Application Department in the I.C. Factory Computer Center at Electronic
Research and Service Organization. From 1980 to 1984 he worked at Aurora
Corporation as a computer hardware department manager, and from 1984 to 1986
manager of Microdada Mini Computer Dept. at Top Business Machine Co. Ltd.. In
1987, Mr. Chen was General Manager at Brasil International Taiwan Corp. until
1988, and since 1989 has been General Manager at Realtec Corp.
Mr. Chen has developed special training in engineering and computer design,
including the following coursework: IC Design and Logic Design and Computer
Science Training at E.R.S.O.; OS Training at LSI Computer System Limited, Tokyo,
Japan. CPM; Optical Character Reader Training at Hitachi, Osaka, Japan.;
Computer Hardware Training at Sharp, Nara, Japan.; 16Bit Personal Computer
Training at IBM, Singapore; Operating System at Microdata UK.
At Optima, Mr. Chen is responsible for overseeing electronic design and
software programming of the Company's products supplied by Realtec Taiwan.
Mr. Chen is the principal owner of Realtec Corp., which designs and
manufactures top quality electronic components in its factories in Taiwan and
China. Following his graduation from Taipei University as an electrical
engineer, Mr. Chen has over the past 25 years, through continued education and
training in such areas as Integrated Circuit ("IC") and Logic Design, which
refers to certain logical steps or sequences followed in a system of software
programs which simplifies and links the works of computer and user, Computer
Hardware Design and Software Programming, as well as through management and
"hands-on" ownership in the electronics industry, gained invaluable expertise.
Mr. Chen designed and patented worldwide the EZCom Platform, a digital 16 bit
mini computer system upon which Optima's hardware design is based.

Family Relationships. There are no family relationships among our officers,
directors, or persons nominated for such positions.

Legal Proceedings. No officer, director, or persons nominated for such
positions and no promoter or significant employee of our Company has been
involved in legal proceedings that would be material to an evaluation of our
management.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership, as of January 1, 2001, of our
common stock (a) by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, and (b) by each of our directors, by
all executive officers and our directors as a group. To the best of our
knowledge, all persons named have sole voting and investment power with respect
to such shares, except as otherwise noted.

Security Ownership Of Certain Beneficial Owners.

Title of Class Name and Address # of Shares Nature of Ownership Current %

Common Carpe Diem Corporation 3,111,597 Direct 17.33%

Common Seven Enterprise Ltd. 2,138,894 Direct 11.92%

Common Pace Engineering 2,068,453 Direct 11.52%
International Ltd.

Carpe Diem Corporation is an affiliate corporation, which is controlled by Mark
Stewart, a principal of Optima. Seven Enterprises Ltd. is an affiliate
corporation, which is controlled by Angelo Bonetta, a principal of Optima. Pace
Engineering International Ltd. is an unaffiliated corporation which is
controlled by David Cottrill.

Security Ownership Of Management.

Title of Class Name and Address # of Shares Nature of Ownership Current %

Common Mark Stewart 3,111,597 Indirect through 17.33%
Carpe Diem Corporation

Common Mark Stewart 903,334 Direct, as trustee 5.03%

Common Robert F. Morningstar(1) 1,744,144 Direct 9.72%

Common Angelo Bonetta 2,138,894 Indirect through 11.92%
Seven Enterprise Ltd.

Common Robert & Anne Shiels 1,696,894 Direct as joint tenants 9.45%

Total 9,594,863 53.45%

(1) Other members of Robert F. Morningstar's family are security holder of
common stock in Optima Global Corporation, however, they are independent adults
who do not reside with Mr. Morningstar. Therefore, the ownership held by those
individuals is not beneficially owned by Robert F. Morningstar.

Changes In Control. There are currently no arrangements which would result in a
change in our control.

DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by
the provisions of our Articles of Incorporation and Bylaws, copies of which have
been filed as exhibits to the registration statement of which this prospectus is
a part.

We are authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. As of October 26, 2001, there were 17,950,000 shares
issued and outstanding. All shares of common stock outstanding are validly
issued, fully paid and non-assessable. 9,147,912 shares of Optima's Common Stock
(the "Common Stock") were issued when Optima was originally formed in 1996; and
8,802,088 shares that were issued in the Share Exchange Agreement between Optima
Global Corp. and International Dart Corporation on November 30, 2000.

Voting Rights. Each share of common stock entitles the holder to one vote,
either in person or by proxy, at meetings of shareholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the holders of common
stock holding, in the aggregate, more than fifty percent of the total voting
rights can elect all of our directors and, in such event, the holders of the
remaining minority shares will not be able to elect any of such directors. The
vote of the holders of a majority of the issued and outstanding shares of common
stock entitled to vote thereon is sufficient to authorize, affirm, ratify or
consent to such act or action, except as otherwise provided by law.

Dividend Policy. All shares of common stock are entitled to participate
proportionally in dividends if our Board of Directors declares them out of the
funds legally available. These dividends may be paid in cash, property or
additional shares of common stock. We have not paid any dividends since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business. Any future dividends will be at the discretion
of our Board of Directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors. Therefore, there can be no assurance that any dividends on the common
stock will be paid in the future.

Miscellaneous Rights And Provisions.
Holders of common stock have no preemptive or other subscription rights,
conversion rights, redemption or sinking fund provisions. In the event of our
dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of preferred stock.

Shares Eligible For Future Sale.
The 3,376,000 shares of common stock registered by this statement will be
freely tradable without restrictions under the Securities Act of 1933, except
for any shares held by our "affiliates", which will be restricted by the resale
limitations of Rule 144 under the Securities Act of 1933.
In general, under Rule 144 as currently in effect, any of our affiliates
and any person or persons whose sales are aggregated who has beneficially owned
his or her restricted shares for at least one year, may be entitled to sell in
the open market within any three-month period a number of shares of common stock
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Nonaffiliates who have held
their restricted shares for one year may be entitled to sell their shares under
Rule 144 without regard to any of the above Limitations, provided they have not
been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited
resales of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.

As a result of the provisions of Rule 144, 3,376,000 of the Securities
could be available for sale in a public market, if developed, beginning 90 days
after the date of this prospectus. The availability for sale of substantial
amounts of common stock under Rule 144 could adversely affect prevailing market
prices for our securities.

INTEREST OF EXPERTS AND COUNSEL
Our Financial Statements for the period from inception of our predecessor
to , August 31, 2001 have been included in this prospectus in reliance upon
Rotenberg & Company, LLP, independent Certified Public Accountants, as experts
in accounting and auditing.

INDEMNIFICATION OF DIRECTORS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons, 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
our directors, officers or controlling persons in the successful defense of any
action, suit or proceedings, is asserted by such director, officer, or
controlling person in connection with any securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to 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 issues.

ORGANIZATION OF COMPANY IN LAST FIVE YEARS

We were incorporated in Ontario Canada on May 28, 1990 as RealDarts
International, Inc., and subsequently changed our name to International Dart
Corporation ("IDC"). On November 30, 2000 we merged with Optima Global
Corporation, an inactive Delaware corporation, via a Share Exchange Agreement
which left Optima Global Corporation as the parent of International Dart
Corporation. The purpose of this merger was to effect a change in the domicile
of our operations to Delaware, in order to enter the U.S. marketplace, develop
locations in the U.S., develop strategic alliances in the U.S., and register as
a U.S. entity. The principal of Optima Global Corporation, a Delaware
Corporation was J. Paul Hines, and the principals of International Dart
Corporation were Mark Stewart, Robert Morningstar, Angelo Bonetta, and Robert
Shiels, and the terms of the merger were set under arms' length bargaining. The
terms of the merger were that Optima Global Corporation would become the parent
of IDC, and all issued stock of IDC was exchanged for Optima Global shares.
Optima Global Corporation was originally formed with 50,000,000 authorized
common shares, at a par value of $.001, and issued 17,950,000 shares. In the
share exchange of the Ontario corporation into the Delaware corporation we
issued 8,802,088 common shares that were exchanged for 1,072,161 shares of the
Ontario corporation on an eight for one basis. Following this transaction Optima
Global Corporation emerged as the parent corporation, owning all issued shares
of International Dart Corporation. We also formed a separate corporate charter
as Optima 2000, Inc., in Florida on March 29, 1996, which established our
principal executive offices in Palm Beach, Florida. The corporation was an
inactive entity since its inception, and produced no assets or liabilities. The
Florida entity changed its name on May 19, 2000 to Agrolio Corporation, then
back to Optima 2000, Inc. on February 1, 2001 and to Optima Global Corporation
on February 2, 2001. We incorporated in Delaware as RealDarts International,
Inc. on May 31, 2000 because of Delaware's reputation as a convenient forum for
corporate entities, and subsequently changed the name to Optima 2000, Inc., then
changed it to Optima International Inc., and finally to Optima Global
Corporation. Copies of the Certificate of Incorporation and Certificates of
Amendment are attached as exhibits to this registration statement. The Florida
Corporation merged into Optima Global Corporation (Delaware) on February 5,
2001, in order to maintain a single corporate charter in Delaware for our
operations.

On January 1, 2000 we entered a Settlement Agreement with Realtec, which
provides the technology and manufacturing of the software and electronics for
our products. Under the agreement, Realtec will provide all software and
hardware for installation in the product made ready for production and
marketing. The hardware and software include a printer port, floppy disk, card
reader, internet access and 4 sets of fully functional hardware and software to
be installed in a prototype cabinet. Further, Realtec will supply all electronic
and electrical components at a price not to exceed $220 per unit. The operating
system known as "EZCOM" is to be used exclusively by the corporation in respect
to all dart applications. Optima will retain ownership of all tooling including
silicon membrane tooling, patent development costs, research and development
know-how and technology including improvements and enhancements.

Our registered office is located at Suite 201, 205 Worth Avenue, Palm
Beach, Florida, 33480 and our contact at that address is J. Paul Hines. Our
principal executive offices are currently located at 55 King Street, Suite 400,
St. Catharines, Ontario L2R 3H5 Canada. Our telephone number is (905)641-1900.
We are only authorized to issue common stock. Our total authorized common stock
consists of 50,000,000 shares, of which 17,950,000 shares are issued and
outstanding.

OUR BUSINESS

Optima Global Corporation ("Optima") is a technology, design and
development company. Optima is the exclusive worldwide licencee of a rugged
electro-mechanical switching device patented throughout the world and referred
to as the Stewart Patent (U.S. patent no. 5,487,007 issued January 23, 1996 and
Continuation in Part no. 5,613,685 issued March 25, 1997). The switching device
is a new method of detecting the impact of a steel tip dart on a mechanical dart
board mounted on a printed circuit board, whereby the impact is registered as a
score on an electronic display board. The Stewart Patent has numerous potential
applications throughout a variety of industries. The first industry in which the
patented technology will be exploited is in the coin-operated game.

The first application of the Stewart Patent in the coin operated game
industry relates to electronic scoring dart boards. An electronic scoring dart
board is a dart board or dart target commonly used in the game of darts that has
been modified and adapted mechanically and electronically to register the impact
or score of a dart striking the board's surface. International Dart Corporation
("IDC"), formerly Real Darts International Inc., a wholly owned subsidiary of
Optima, has designed and developed the first commercially viable steel tip
electronic scoring dart board. Further, it is the first commercially viable
electronic scoring dart board that uses both traditional steel tip, or grade
metal tip darts as used by traditional dart players and plastic tip darts, also
called soft tip darts, which are used on dart boards with plastic target face,
on the same patented target. We are aware of no other company in the world that
has been able to design and produce a commercially viable steel electronic
scoring dart board, nor a dual darts board that plays with both traditional
steel tip darts, as well as plastic tip darts.

We have developed opinions of the market and how our products might be
placed in the marketplace, based on several years of studying the market, and
based on a study of U.S. manufacturers' sales in the plastic tip industry
generated by Arachnid Inc., Valley Recreation Products Ltd. and Merit
Industries. According to the popular trade magazine Vending Times Census 2000,
the market for electronic scoring dart games using plastic tip darts is mature.
The market for an electronic scoring steel tip dart machine has not been tapped,
nor has the market been tapped for a machine that uses steel tip darts as well
as plastic tip darts on the same target.

By overcoming the technological uncertainties and challenges inherent in
designing a commercially viable electronic scoring dart game that will receive
both steel tip and soft tip darts, Optima has proven to be well managed. The
current management of Optima has been with the project since its inception.
Additional personnel will be added to the management team as necessary.

Initially, Optima will manufacture the dart machine in Ontario, Canada.
Arrangements have been made to purchase components in the most cost effective
manner possible through strategic alliances which have been formed with
component manufacturers. Optima has planned future models which will further
enhance its product line. Service facilities will be established to ensure
customer satisfaction.

In Optima's first year of production, expected to be 2002, Optima will
introduce a full-size commercial model dart machine. In the second fiscal year,
Optima will introduce a wall-mounted consumer or home model dart machine.

In 1994, Optima's wholly owned subsidiary, International Dart Corporation
(IDC) acquired the worldwide licence rights to the Stewart Patent. Through an
agreement attached to this registration statement, called the High Flyte
Agreement, IDC is the exclusive licensee with rights to exploit the Stewart
Patent and any related trademarks worldwide. Under the terms of the agreement,
High Flyte Ltd., the owner of the Stewart Patent, granted the exclusive rights
to manufacture, market, sell, advertise or otherwise distribute the
application(s), of the product throughout the world, specifically the Optima
Dart Board, and an exclusive right to use the intellectual property related to
the products, for a period of 10 years from the Sept. 1, 2000, expiring Sept. 1,
2010, renewable for two 5 year terms thereafter . In exchange, High Flyte Ltd.
is to receive royalties payable on a quarterly basis, of 4% of the Gross Sales
of all commercial and non-commercial units, and 15% of gross sales of parts.
Since 1994, through private investment, IDC has designed and developed the
world's first commercially viable steel tip electronic scoring dart machine that
can also be played with soft or plastic tip darts on its Dual Darts target.

At this time, we do not have any full-time employees, as we are not yet in
production of our products, and are not operational. All of our employees are
retained on a contractual basis.

Company Locations and Facilities

Our testing offices are at 50 William St. Unit 1, St. Catharines, ON,
Canada, on a month to month lease at $300. per month. We are currently
negotiating to move into a facility where we can set up manufacturing and
assembly at 485 Eastchester Ave. St. Catharines, ON, Canada. The terms of the
lease have not been determined at the time of filing this registration
statement.

Products and Services

Optima has designed and developed a viable steel tip electronic scoring
dart machine that plays with both traditional steel tip and soft tip darts on
its patented Dual Darts target. Beginning in 1998, we placed 10 prototype
machines in bars and taverns in the Niagara Falls, Ontario, and St. Catharines,
ON, Canada area. We also conducted a tournament at Brock University in St.
Catharines, ON. Since then we have continued testing our prototypes and
currently have 4 units which have met all of our expectations and are
commercially viable, and which are the basis for our proceeding towards
production.

The production hardware architecture, or the design and features of
physical equipment that have been constructed in the computing machine,
includes:

16Bit and 8Bit multi-processors architecture
Parallel printer port
3.5 inch floppy disk drive
AT or infrared keyboard
Mouse port
Serial port available for MODEM
Joystick port
4Mbyte DRAM
AV out to TV
Human motion detection
Real time clock
Internet connection
Worldwide darts game CHAT server
MIDI channel output

The hardware design of IDC's motherboard is based on the "Ezcom" Platform.
The Ezcom Platform is a digital 16 bit mini-computer system designed and
patented worldwide by Mr. Yi-Rong Chen of Realtec Corporation (Taiwan), Optima's
Vice-President of Software & Hardware Development. It is designed on a
multi-processor architecture and has 4MB of dram. Optima's system required
several special functions not found in soft tip coin operated dart systems.

Ease of play and option selection were primary goals in developing this
system. Also important is the ability to accommodate the requirements of dart
leagues: that is, being able to easily track and record team scores and
statistics. Accordingly, a 3.5 inch floppy disk as well as a parallel printer
port and serial ports for the downloading of league play information are
incorporated into the design. The future inclusion of Internet play has also
been allowed for in the system. Audio/Video outputs for connecting an external
television set or monitor is also provided. Aside from the application of TV
sets for use with scoring on the home model, TV sets can also be located around
commercial establishments so that all bar patrons, especially on league nights,
can easily follow the games. This could also increase game play by non league
players. A real time clock with battery backup is also included in the system,
as well as an infrared motion detector for player advance.

All of the following popular dart games are included in the Optima system:
301, 501, 701, 901, 1001, Cricket, Hi-score, and Shanghai. One to three players
can also play against the computer in the "Optima Challenge," which is a game
which allows 1-3 players to play against the machine at 4 different skill
levels.: this option has four skill levels. At the "Novice" level, beginners can
enjoy the game and develop their skills. At the "League" level, players with
more skill can play and practice. Players can also challenge themselves and the
machine at the higher skill levels of "Tournament" play. The "Champion" level is
recommended for experts. A remote keyboard allows the Operator to pre-set or
change any or all of 19 board options. Game statistics for each player are
displayed after the completion of each game. These are "SPD" (score per dart),
"HAT"meaning hitting the center 50 segment on a dart board (referred to as the
"bull") with 3 consecutively thrown darts being one round"HPT" meaning average
hits per turn in a dart game called "Cricket";, "LOW TON" meaning l00-149 points
in one round of 3 consecutively thrown darts; AND "HIGH TON" meaning 150-180
points in one round of 3 consecutively thrown darts (these are statistics known
to darters).

The score display unit consists of numeric as well as alfa-numeric
readouts. This makes it very easy to read letters as well as numbers. All of the
readouts and leds are of a high intensity output for a brighter display. The
coin acceptor is of a dual style type. An LCD readout is also provided for
players to select any game and game options they wish. It has been designed as a
one button system for ease of operation. The machine also has an alarm feature,
where an alarm sounds and components flash if someone attempts to play without
first inserting coins unless the machine is set on free play mode. With the
latest in digital electronic components and as well as the latest in software
design, this electronic scoring dart system is the most versatile and advanced
on the market today. Realtec's research and development group will constantly be
upgrading the software/hardware to allow for new innovations and new games.

Software Features:

Special design features

Alarm sounds when play attempted without inserting coin
Design for "Happy hour" rates
Correction button for out-of-turn play

Off target hits score zero via piezo technology, which is a technology designed
to sense vibration.
Motion detection to advance or pause game
Optima Challenge - play against the computer at four skill levels

Board Options (set via infrared keyboard)

Because of the advanced technology and sensitivity of the board, the system
provides functions that regular traditional boards could not offer, and other
electronic boards have not as yet developed to the level of our system. For
example, the commercial unit which we will produce can display a variety of
statistics, scores, game limits, credits, cost of play, and other numeric values
as well as messages. It can store passwords, favorite settings and happy hour
specials, and sounds alarms for high scores or other events. It can, for example
enter a score of zero when the target is missed, and sound an alarm when a
player shoots out of turn, which reduce the possibility of unfair play.

Competitive Comparison

We are aware of no commercially viable electronic scoring dart machine
available in the world today that is capable of playing with traditional steel
tip darts. The technology described in the Stewart Patent is a very rugged,
durable yet simple switching device capable of receiving various projectiles
including steel tip darts. The Optima system consists of individually
replaceable target segments. The machine is easily maintained and serviced in
the field, which is very important in the coin operated game industry.

The electronic scoring plastic tip market is a significant element of the
coin-operated game industry in many parts of the United States and Continental
Europe, and is indicative of the substantial untapped market that exists for a
commercially viable electronic scoring steel tip dart machine. According to the
Vending Times Census of the Century Issue 2000, there are approximately 200,000
electronic scoring plastic tip dart machines in commercial establishments in the
United States. Optima estimates that there are a comparable amount of plastic
tip dart machines in Continental Europe.

According to a popular trade journal, the electronic scoring plastic tip
dart market is mature in the United States and in Europe. Based on a prevalent
assumption which management has formed after developing this product and
discussing it with many dart players in the United States, Canada and Europe, in
many areas of the United States, throughout all of Canada and many parts of
Europe, especially in Great Britain, as well as Australia and Asia, traditional
steel tip dart players will not pay to play on an electronic scoring dart
machine because they do not consider plastic darts to be as good as steel tip
darts.

The commercial model is a full featured, freestanding unit in an attractive
cabinet with easy to read instructions and display. The target is the heart of
the system and is the device that is patented. Traditional dart boards are made
using sisal, a strong natural fiber also commonly used for making twine,
cordage, which is obtained from the leaves of the agave sisilana plant widely
cultivated in East Africa. Although the target resembles a traditional dart
board, each sisal filled segment of the target is an easily replaceable and
individual metal cup component which interacts with a printed circuit board
behind it to sense which cup segment has been hit by the dart. The impact of the
dart sends the value of the segment to the micro processor which appropriately
displays the value and adjusts the total scores. Conventional dart boards are
made of sisal. Optima's targets are also made with sisal and provide the player
with the same characteristics as a traditional dart board. Of course, as
previously noted, the target will also play with soft tip darts if a player
prefers this kind of dart.

The home or consumer model is in the design phase, and is expected to be
introduced to the market in 2003. This model will use the same premium quality
dart board target assembly and Ezcom electronics. It will be mounted in an
attractive wall cabinet of approximately 28 inches by 28 inches. The main
features will be similar to the commercial unit. However, scoring and other
electronic features will be controlled by the consumer's personal computer and,
as an option, can be displayed on his or her home television.

Routine maintenance and service of electrical parts would include such
matters as the replacement of incandescent lamps or light emitting diodes, etc.
The maintenance and service of the product is the same as other products sold to
the coin-operated industry and is carried out by local service technicians
supplied by the distributor or operator that owns the product. The individual
cups and other target components would be replaced depending upon the level of
usage of the product. Non-electronic traditional target boards made of sisal
that are being heavily played in darts bars and taverns and are replaced on
average every 3-5 months. Our product has the advantage of allowing the service
technician to re-arrange the individual segments for greater target cup life
span and each segment is easily replaceable at nominal cost to be supplied to
the distributor/operator for resale.

Sourcing

Specialized electronic chips called ASIC chips, as well as printed circuit
boards are being manufactured in Taiwan through an exclusive supply arrangement
with Realtec Corporation of Taiwan ("Realtec"). All of the electronic components
will then be shipped to a factory owned by Realtec in China for final assembly.
Realtec produces top quality electronic components for its own use and for those
of third party companies, and maintains the same quality control standards in
their operations in China as they do in Taiwan. According to Realtec Canada's
electronics consultant, if Optima were to produce these electronics in North
America its costs would be approximately 60% higher.

The finished electronics will be shipped from Asia to our plant in North
America for installation into the finished cabinets. The cabinet and final
target assembly will be made in Canada. As a result of carrying out the final
assembly at our plant in North America, further quality control will be assured.

Future Products

Ongoing development is essential for continued growth and marketing Thus,
in accordance with Optima's planned growth and its marketing objectives, future
enhanced products will be introduced which will include various advanced
technologies, the most important of which are:

1. monitors for greater Optima's player interactivity planned for release in
2002. These are already available for the machine;
2. modems for intermachine and PC terminal communications planned for release
in 2003 These are already available for the machine;
3. Smart card technology allowing Optima's league players to communicate with
the machine, planned for release in 2003;
4. interactive Internet site for Optima including online competition, planned
for release in 2003;
5. other non-dart applications to be designed and developed by Optima Global
Corporation based on the Stewart Patent technology.

Internet: The Future of Electronic Darts

Computer technologies and the instantaneous transmission of information now
possible over the internet has rapidly transformed the global economy. A wide
spread familiarity with the internet among the general public, as well as the
application of the internet as a transmission network for the electronic darts
industry has long term significance to Optima's objectives.

Incorporated in the Optima machine is the Ezcom platform, a digital 16 bit
mini computer system which allows for future internet accessibility. A variety
of industries have already begun to develop wireless data transmission. Optima
believes that wireless technology in the near future will be widespread in the
electronic gaming industry, and therefore is currently exploring the application
of this technology to the Optima system.

From the players' perspective, the Optima machine will allow them to
challenge other players in "real time" at different locations. In keeping with
our market philosophy of sustaining differentiation in the market, future model
models will introduce online play. This will permit players to challenge one
another from distant boards anywhere in the world, keep track of statistics and
Optima products, or socialize online, as long as they are connected via the
internet, an option that is available in our system.

These featureswill increase revenue to Operators, because they appeal to
plastic dart players as well as traditional dart players, and thereby expand the
number of people who will play on the Operators' machine(s). Of greater
significance, however, to the Operator is the ability to make use via the
internet of remote management capabilities, allowing servicing, auditing, data
transmission and special programming from their offices. These software
capabilities are cost saving and go directly to the Operators' bottom line.

The state of the art computer technology incorporated in the Optima system
will also make remote league management the norm in the electronic dart
industry. League and player statistics can be easily transmitted. Optima's state
of the art software and hardware permit the use of the internet as the
transmission network for management programs. With Optima's data management
capabilities, league management is made easier and less costly.

Optima is committed to giving league managers the tools they require,
meeting the desires of darters in the new millennium and addressing the fast
changing needs of Operators, all of whom are so crucial to this industry. Optima
is poised to take darts and the electronic scoring darts industry to new and
exciting levels.

Electronic Scoring Darts Market Analysis

Given the nature of Optima's electronic scoring steel tip dart machine and
its Dual Darts system allowing for soft tip play, market analysis is, in part,
based on the historical experience with electronic scoring soft tip sales. The
electronic scoring soft tip dart market is the fourth largest segment in the
multi-billion amusement equipment industry. According to the Vending Times
CENSUS OF THE INDUSTRY Issue, 2000, Operators' revenue in the United States
generated by soft tip electronic scoring dart machines in 1999 was U.S. $666
million. However, electronic scoring soft tip dart participation has matured and
leveled out in the last five years with approximately 200,000 boards now on
location in the United States. While participation in the 1980s and mid 1990s
grew from 9.4 million to 19.2 million players in the United States alone, the
U.S. market for electronic scoring dart machines using plastic darts is now
fully mature. Marketing of soft tip dart machines in Continental Europe,
principally in Germany, has been dramatic since 1995. Optima estimates that the
market in Continental Europe is comparable to that of the United States.

The dart market is divided into two distinct groups: (1) traditional steel
tip and (2) electronic scoring soft tip. Note that the soft or plastic tip
market is strictly electronic and its growth since the mid 1980s has been very
rapid. However, since there have been no commercially viable electronic scoring
steel tip dart boards available to the market, the electronic scoring steel tip
market is ripe to be developed. We think that our product will be even better
received because it includes a dual darts system for playing both steel tip and
soft tip darts on the same machine.

Research conducted by Vending Times Census 2000 shows that the average dart
player is 35 years old with a household income between U.S.$30,000 and
U.S.$50,000. Surveys revealed that more than one-half of these darters are
smokers, 85% are drinkers, of which 75% prefer beer, and 62% eat out 1-3 times
per week.

The market for electronic scoring soft tip dart machine manufacturers was
clearly profitable. The demand for the product was driven by tavern Owners
seeking the above type of clientele to frequent their establishments and to stay
for longer periods. There is no cost to the tavern Owners for the dart machine
since an independent coin machine Operator will gladly install and maintain a
dart machine on their premises at no cost. The studies conducted by Vending
Times Census 2000 show that in order to consistently attract players into an
establishment on a regular basis and maintain an excellent revenue stream to the
Operator, dart leagues must be established. The Operators could do this
independently or through associations. Optima will be a driving force in the
creation and promotion of Optima dart leagues.

Industry Analysis

The electronic dart industry began in the U.S. in 1981 with the
introduction of an electronic scoring plastic tip dart machine. The underlying
technology was not capable of patent protection and so accordingly many
companies entered this new industry. The industry had a very weak and uncertain
beginning as the technology was rife with problems from sticking segments to
defective software. To overcome these technological problems, the industry
adopted the "machine is always right" rule. Their persistence paid off and their
success was in their ability to market this novel, plastic tip product known as
"soft tip darts". Through leagues they were able to create enthusiasm for the
electronic scoring soft tip version of the game of darts. On a note of
significance, plastic tip darts arose from the efforts of designers and
engineers that initially set out to develop a steel tip game but were unable to
do so given the technological hurdles, especially the destructive force of a
steel tip dart, that could not be overcome with their technology. Therefore, by
default and as a second best alternative, an entirely new market with technology
limited to plastic or soft tip darts developed.

There are a number of soft tip manufacturers in the industry today but
their products are for the most part generic. Many of these manufacturers have
given up attempts to market their products in many geographical areas, such as
in Canada and Great Britain as a whole as well as in many parts of the United
States, parts of Europe and elsewhere in the World because their products do not
meet the consumer's need as the soft tip industry reaches maturity. The
establishment of a new market for electronic scoring steel tip darts and the
rejuvenation of the stagnant soft tip dart industry will come on the heels of
Optima's Dual Darts system that plays both steel and soft tip darts. The soft
tip versus steel tip rivalry will at last be given a common playing field on
Optima's Dual Darts target face.

Optima estimates, based on our own analysis of the U.S. plastic tip
manufacturers' sales and the recent withdrawal of two North American
manufacturers, that within the next 12 - 24 months, there may well be only one
manufacturer of electronic scoring soft tip darts in North America. Industry
sources indicate that a number of soft tip dart manufacturers have either closed
up operations in North America or are about to do so. Since the mid 1990s, the
focus for those companies has been on Europe, and not North America. With the
closing or substantial scaling back of manufacturers in North America, a void
will be created as servicing suffers and distribution shrinks. In its first full
year of production, Optima expects to be able to sell 10,000 of its products to
replace existing soft tip units in North America alone with sales rising
annually. In addition, the United Kingdom and other areas throughout the World
that have not been receptive to electronic scoring soft tip darts because of a
love for the tradition of steel tip darts, represent an enormous marketing
potential for Optima. Estimates for the U.K. market alone are in excess of
60,000 commercial units.Coin revenues are split equally between Operators and
tavern Owners where the machines are placed. Optima estimates, based on the
Vending Times CENSUS, 2000, that in the United States soft tip coin-operated
electronic scoring dart games provide to tavern Owners and Operators annual
revenue well in excess of $700 million. Notwithstanding this, however, steel tip
darts have always been the traditional format for most players, and Optima will
be the only manufacturer in the world of a commercially viable electronic
version of the traditional game of steel tip darts. With the game of traditional
steel tip darts, much as players love the game, they have to keep score
manually. More importantly, management believes, based on our independent tests
of available machines, in today's electronic age, new and younger players not
only expect the latest in technology but their mathematical skills necessary for
manual recording are lacking. The tavern Owners on the other hand would like to
do away with messy chalkboards.

With the introduction of the Optima's steel tip electronic scoring dart
board, the machine's instant automatic scoring makes it more enjoyable to play
traditional steel tip darts and is the type of technology that a new generation
of steel tip dart players, who are computer knowledgeable, have come to expect.
Of particular significance is the fact that within the last five years in
traditional steel tip markets, hand held or wall mounted electronic scorers have
been introduced as an alternative to chalkboards. The scores are manually
entered via a keypad similar to a calculator. The Optima system marries
traditional steel tip play on a sisal target face with the growing desire for
electronic score keeping.

What sets Optima's product even further apart from other electronic scoring
dart manufacturers is its "Dual Darts" system, allowing both steel tip and soft
tip darts to be played on the same target face. As previously mentioned, soft
tip dart manufacturers have not been able to penetrate key steel tip dart
markets throughout the United States and Canada, nor have they been able to
penetrate those markets in significant parts of Europe and Britain. Darts are
enjoyed by many people who will not play with a plastic dart. With Optima's Dual
Darts system, there is no need to buy special darts: people who wish to use
their own darts, whether steel tip or plastic tip, can do so.

Dart Industry Participants

At present, Optima is aware of only two other companies that are trying to
design and develop a competing steel tip electronic scoring dart machine. To
date, those companies have not been able to develop an effective product and
therefore cannot be considered competitors. Optima is not aware of any other
products in the development stage that are viable or will prove to be workable
in the coin-op industry. During an intensive prototype and refinement period
from September 1988 to the invention of the technology protected in the Stewart
Patent, numerous other possible technologies were pursued for steel tip darts.
None of these technologies proved viable and all required a throw away target
that did not have interchangeable dart segments as our product achieved. These
alternative designs cannot be easily and cost effectively maintained and
serviced in the fields which is a prerequisite for any successful commercial
coin-op product. Moreover, their target recognition systems would not stand up
to rigorous play in a commercial tavern setting and therefore cannot be
considered to be commercially viable. Our product has withstood numerous and
rigorous tests, and has proven to be successful in all these areas.

Dart Leagues

The keys to success in this market are a superior product coupled with on
going league support. As an example, revenues generated by soft tip electronic
scoring dart machines are directly related to the dart leagues that use them. As
the soft tip market matured and as soft tip manufacturers were unable without
electronic scoring steel tip technology to penetrate new geographic markets,
dart league participation decreased. In 1997 there were 215,000 soft tip
electronic scoring dart machines on location in the U.S. generating $760 million
in revenue. Between 1997 and 1999, the numbers of units on location has declined
by 15,000 units to approximately 200,000 units. Average weekly receipts per soft
tip machine dropped $2.00 in 1999. More than 90% of the installed base remains
in liquor licence establishments that are supported by Operator administered
leagues. Accordingly recent declines in the electronic soft tip performance
suggest a decrease in dart league participation which started in 1998. Of
special significance to Optima, however, is the fact that steel tip dart
popularity fueled the rapid deployment of soft tip dart equipment through the
late 1980s and 1990s.

The highest concentration of soft tip dart leagues continues to be in the
Mid West, Southern California, Central Florida, the Dakotas, Colorado, Montana
and Wyoming. Inroads into new geographic markets, primarily the North East and
Metropolitan New York area where steel tip darts have a loyal constituency, have
not been made. In addition, all provinces in Canada and the United Kingdom,
Australia, New Zealand and Asia, have repeatedly rejected all attempts to
introduce electronic scoring soft tip dart machines. The potential dart player
is basically anyone who meets or exceeds the legal drinking age, 18 to 21 years
depending upon jurisdiction, but the core player base consists of males and
females between the ages of 28-40.

Industry analysis in the Vending Times CENSUS, 2000, confirms that in the
near future, in order for electronic scoring dart games to expand into new
markets, create new, and indeed maintain strong player participation levels in
the existing mature soft tip market, it is critical that machine manufacturers:

o develop new and existing dart products; and
o properly structure and properly promote local and national darting
organizations;
and
o be willing, together with Operators, to invest time and money into product
promotion and league programs.

Optima is confident that it will not only be able to create an entirely new
market for electronic scoring steel tip darts, but with its Dual Darts target
that also receives plastic tip darts, it will be able to capture a significant
segment of the existing electronic scoring soft tip dart market as soft tip dart
manufacturers shrink in the face of competition with Optima's superior product,
and declining soft tip league participation. The catalyst for growth is dart
leagues with Optima's dual electronic scoring dart machine as the vehicle. The
soft tip electronic scoring dart machine as a vehicle has run out of gas.

Optima's dart machine is an innovative and entirely new electronic scoring
dart product. Coupled with a solid structure and the active promotion of
Optima's national dart organization, new markets will develop in untapped
regions and strong player participation levels will be maintained. In addition,
Optima will maintain an Internet website for all leagues to interact, as well as
to communicate with other members and groups. Optima as part of its marketing
plan, will sponsor tournaments and provide prize money to stimulate the growth
of leagues using its products. Strategic alliances with the breweries throughout
the world will further enhance the visibility of the Optima's machine.

Distribution

Manufacturers in this industry have utilized regional Distributors and some
direct sales. There are numerous well-established distributors of all kinds of
electronic coin machines in North America. Many of these Distributors operate
locations as well as sell product to Operators who buy the equipment and place
it on location in bars etc. This placement business carried on by local
Operators/Distributors is a purely cash business where the revenue is split
between the location bar Owner and the machine Operator/Distributor. We intend
to use the existing distributor network or an existing distributor, which will
be an independent contractor.

There are presently no arrangements or understandings with distributors
regarding the distribution of the Optima machine as none is required. The
distribution network in North America and Europe for the coin operated machines
is a well established industry. Distributors purchase products demanded by the
market. Our product would be sold to distributors in the business of selling
coin operated products to commercial establishments. There is no need for Optima
Global to establish its own distributorship system.

Optima initially intends to distribute its product through major
Distributors of coin operated machines in Canada and the United States. On a
similar basis, it will expand to Britain and the European market as well as
Australia and New Zealand in the second year of full production. The full thrust
for the rest of the world will come in the third year of full production.

Strategies
Marketing Strategy

Optima's strategy is to concentrate on North America in 2001 with 5,000
commercial units sold during the first year of operation. This will allow Optima
to maintain a serviceable area at a reasonable cost and, at the same time, give
the product the market exposure necessary to expand throughout the World.

The primary marketing media will be trade shows and trade magazines and
periodicals with reference to Optima's website on the internet:
www.optimadarts.com. Corporate brand recognition begins here. In addition,
interested parties and stockholders can visit Optima's website for regular
updates on company progress (cf: Newsletter).

Pricing Strategy

Given the novelty and quality of Optima's Dual Darts system in the
marketplace, prices will be marginally higher than plastic tip dart machines.
This price difference will be more than compensated for by the durability and
duality of our product. Price breaks will be given based on quantities
purchased, and rebates will be offered to purchasers replacing their existing
units that are only capable of receiving plastic tip darts.

Promotion Strategy

The well established distributor network in North America and Canada will
be used to market the product. Optima will support the product through
advertisements in standard national and international trade publications, by its
appearances at trade shows and through the internet (www.optimadarts.com).

With the exposure of its products in key markets, it will not take long for
major players in the industry to take notice of Optima. Since the industry is
quick to communicate successful products, the demand for Optima's products
outside the United States and Canada will grow as a result.

Service and Support

Optima's service and support are paramount to maintaining growth in the
coin-op industry. Service in the first year will be handled by Optima's own
technical staff based from its manufacturing location. By the second year of
full production, its staff will have trained the Distributors' personnel to
service their own machines.

Strategic Alliances

Optima has forged a strategic alliance with its key electronic component
supplier Realtec Corporation (Taiwan). The principal of Realtec Corporation
(Taiwan), Mr. Yi-Rong Chen, is not only Optima's Vice-President of Software and
Hardware Development, but also is the designer, developer and exclusive owner of
a patented software operating system called "Ezcom", a digital 16 bit
mini-computer system. Optima has the exclusive rights to use the Ezcom platform
for all dart applications throughout the world. The Ezcom operating system -
powerful but economical - has significant actual and intrinsic value that will
offer a powerful marketing tool for Optima. In addition, Optima will forge
strategic alliances with certain key breweries to promote the product and to
encourage league play. Optima also intends to establish a league management
program in North America or alternatively, forge a strategic alliance with one
of the existing league management systems.

Intellectual Property Protection Strategy

The Stewart patent is a simple electro mechanical switching device. The
simplest way to understand the invention is to imagine a projectile such as a
dart or a ball striking a target. The projectile hits one of many specially
designed conductive alloy cups with contacts or nipples protruding from the
bottom of the cups which are housed within a frame that is made up of the same
alloy. The cup, which would be filled with whatever material is appropriate to
the application, always freely floats within the web frame but at the same time
is also in contact with the sides of the web housing (actually contact at any
time between cup and web is fine). The cups and web are held at one electrical
potential. Beneath them is the circuit board with contact pads held to another
potential. Between the bottom of the cup and the circuit board is an air space
filled with an elastic resilient cushion which separates the cup from the
circuit board. When pressure of an external strike pushes the cup, the nipples
touch the appropriate pad on the circuit board and the "score" is recorded
electrically by the contact between the nipple and the circuit board. Once the
impact has occurred, the elastic resilient cushion rebounds into its original or
non-scoring position waiting for another hit to occur. The invention is very
versatile and can be adapted for different types of impacts or projectiles
traveling at various degrees of force for additional games in the redemption
industry . Management believes that the patent has application in other
industries.

We have filed patents application for protection of the Stewart Patent in
the following countries, with dates of issuance and expiration listed.:

Country Issued Expires

1. Australia 6/3/99 5/3/2015
2. Canada Pending
3. China 5/2/2001 5/3/2015
4. Europe, includes Austria, France,
Germany, Italy, Spain and
United Kingdom Pending
5. Japan Pending
6. Mexico 1/11/2000 5/3/2015
7. New Zealand 5/3/98 5/3/2015
8. United States 1/23/96 5/9/2014
3/25/97 8/11/2015

"Optima Darts", "Real Darts", "Dual Darts" and their logos are unregistered
trademarks of IDC. The above intellectual property and future intellectual
property developed and owned by Optima will be vigorously protected from
infringement. An Intellectual Property Protection Fund representing 1% of sales
will be dedicated to the preservation and maintenance of Optima's exclusive
Intellectual Property Rights.

Exclusive Licences Sought Worldwide

Where appropriate, Optima will appoint exclusive licenses within designated
territories throughout the world to distribute its dart machines. Established
and reputable third parties wishing to be considered as Optima's exclusive
licensee within a particular territory are invited to apply for consideration
through Optima's website (www.optimadarts.com).

Research and Development
The spending on research and development was $201 and $2,350 for the three
months ended August 31, 2001 and 2000, respectively, $28,394 and $410,223 for
the year ended May 31, 2001 and 2000, respectively and has been $913,679 since
inception through August 31, 2001.

Key Financial Factors

Optima's financial plan is supported and summarized by the following key
financial factors:
1. Patented Technology
2. Non-existent steel tip and/or dual darts competition
3. Demonstrated revenues and market acceptance from soft tip sales
4. Strategic manufacturing relationships
5. Existing distribution networks
6. Experienced management
7. Dedicated shareholders

Sales Forecasts

Sales forecasts are primarily based on historical experience with
electronic scoring soft tip sales. Optima fully expects to penetrate the
traditional steel tip market while at the same time replacing existing soft tip
machines. However, to preserve a conservative forecast, (a) commercial unit
sales in the traditional steel tip markets represent only 53% of total projected
market growth in Years 1 to 5, (b) annual sales projections for the home unit
understate expectations, and (c) the significant revenues generated from the
sale of replacement and component parts, have not been factored into the
projection. (Financial $ figures - 000s)

------------------------------------- -------- ----------
Assumptions:
------------------------------------- -------- ----------
a. Proposed Retail Price $2,995 $599
(Commercial/Home)
------------------------------------- -------- ----------
b. Unit Cost (Commercial/Home) $1,500 $300
------------------------------------- -------- ----------
c. Soft-tip Rebate per Unit $ 500
------------------------------------- -------- ----------
d. Shipping/Service/Returns % of 2%
Gross Sales
------------------------------------- -------- ----------
e. Royalty as % of Gross Sales 4%
------------------------------------- -------- ----------
f. R&D allocated as % of Gross Sales 2%
------------------------------------- -------- ----------
g. Mkting/Ad/League Spnsrship as % 5%
Sales
------------------------------------- -------- ----------
h. Management Bonus as % of Sales 1%
------------------------------------- -------- ----------
i. IP Protection Fund as % Sales 2%
------------------------------------- -------- ----------
j. Corporate Tax Rate 25%
------------------------------------- -------- ----------
k. Discount Rate 15%
------------------------------------- -------- ----------
l. Common Shares Issued 17950
------------------------------------- -------- ----------
m. Share Disposition Value (after $5
10 Years)
------------------------------------- -------- ----------

Note: the above Pro Forma is for management purposes and represents Management's
best estimate at the time of preparation. It has not been approved by our
auditors or by our existing stockholders

Soft Tip Rebate. Optima Global intends to establish a rebate system whereby
owners of existing electronic scoring dart boards using soft tip darts only can
replace their existing unit with an Optima Global product that uses both soft
tip darts and plastic tip darts in consideration for a money rebate either in
the form of cash back or a discount to the product unit price. Owners of
existing soft tip machines will be encouraged through the rebate program to buy
Optima Global's machine so that it can be used by existing patrons that use soft
tip darts but also attract new patrons wanting to play on an electronic scoring
machine that accepts steel tip darts.

What sets this invention apart from similar products:

(1) that the alloy is "self lubricating" and that the cup will automatically
"float" back to its initial position, with the aid of the resilient
cushion, after it makes contact with the pad;

(2) the simple mechanical operation of the system means the electrical
switching contact, which provides the scoring capability, occurs 100% of
the time;

(3) the switching device can be made very small (e.g., 1/8" or even less) or as
large as you like;

(4) the impact necessary to move a cup can be as little as the weight of a coin
drop to as great as the force of a baseball or bullet;

(5) the switching device is rugged and can be made to withstand repeated abuse
from striking, kicking, punching or other similar forms of impact.

To broaden the number of applications for this switch, the designers have added
piezoelectric sensors that poll the cup and pad circuitry every 12 milliseconds
to sense the rotational orientation of the target plate and to vibrationally
measure if a ball or projectile hits near the target or not at all; this is
referred to as " no hit detection". This is accomplished through a time delay
program. Operators don't have to worry about scores not being registered due to
faulty electrical switches or dirty optical switches. Should one of these cups
ever not float properly, all that is required is to snap it out and wipe off any
dust or dirt that might have got into the web and everything is up and running
again. The application works whether projectiles are to remain in the target or
not.

Following are some examples of possible future products in which we believe the
Stewart patent may have application:

1. Ball throw games;
2. Ball drop, coin drop games;
3. Kiddie games the incorporate touching, striking, hitting, stomping,
punching, kicking, or jumping actions
4. Games that use projectiles that are intended to remain in the target:
bb/pellets/bullets, archery, dartgames, blowguns;
5. Games that use projectiles not intended to remain in the target such as
baseballs, golfballs, footballs, soccer balls, metal balls etc.
6. Basically, any other games that use other projectiles with sufficient force
to impact a target.

There are also many applications for products outside our industry. Any product
that has a mechanically operated switch would be a likely candidate.

Reports To Security Holders.
After the effective date of this document, we will be a reporting company
under the requirements of the Securities Exchange Act of 1934 and will file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our annual report will contain the required audited financial statements. We are
not required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. We maintain
a World Wide Website on the internet at http://www.optimaglobal.com.

PLAN OF OPERATIONS

The discussion contained in this prospectus contains "forward- looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes", "expects", "may",
"will", or "should", or "anticipates", or expressing this terminology negatively
or similar expressions or by discussions of strategy. The cautionary statements
made in this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.
Important factors that could cause or contribute to such differences include
those discussed under the caption entitled "risk factors," as well as those
discussed elsewhere in this prospectus. We are a development stage company with
limited operations and no revenues or profit. Over the next 12 months, we hope
to obtain equity financing in order to fund the production, marketing and sales
of our products. At this time, we believe that our product is ready for the
marketplace, but we need additional financing. At this time, our resources
consist of existing cash balances and future loans from stockholders.

Results of Operations

Three months ended August 31, 2001 compared with the three months ended August
31, 2000.

Expenses
Research and Development

Research and development expenses decreased by $2,149 from $2,350 for the
three months ended August 31, 2000 to $201 for the three months ended August 31,
2001. General and Administrative Expenses

General and administrative expenses decreased by $7,924 from $30,901 for
the three months ended August 31, 2000 to $22,977 for the three months ended
August 31, 2001. Amortization Expense

Amortization expense increased by $3,557 from $0 for the three months ended
August 31, 2000 to $3,557 for the three months ended August 31, 2001 due to
amortization of the patent which began on September 1, 2000. Year ended May 31,
2001 compared with the year ended May 31, 2000.

Expenses
Research and Development

Research and development expense decreased by $409,635 from $438,029 for
the year ended May 31, 2000 to $28,394 for the year ended May 31, 2001. The
decrease was attributable to the settlement of the Realtec Corporation transfer
of technology.

General and Administrative Expenses

General and administrative expenses decreased by $33,841 from $127,346 for
the year ended May 31, 2000 to $93,505 for the year ended May 31, 2001. This
decrease was due to Amortization Expense

Amortization expense increased by $11,689 from $0 for the year ended May
31, 2000 to $11,689 for the year ended May 31, 2001 due to amortization of the
patent which began on September 1, 2000.

Liquidity and Capital Resources

All financing to date has been through private investment capital and government
grants from the Federal Government of Canada and the Provincial Government of
Ontario. There are presently no material commitments for capital expenditures,
or leases or other agreements.

During the three months ended August 31, 2001, Optima's operations used
approximately $5,000 in cash and received approximately $51,000 in borrowings.
Cash required during the period was obtained from cash on hand and from these
borrowings.

During the year ended May 31, 2001, Optima's operations used approximately
$60,000 in cash and received approximately $32,000 in borrowings. Cash required
during the year was obtained from cash on hand and from these borrowings.

DESCRIPTION OF PROPERTY

Optima will lease a facility of approximately 15,000 square feet to meet its
initial assembly requirements. Opportunities to expand Optima's assembly
facilities will be canvassed in the first year of production. In view of the
advantages of the low Canadian dollar, which has current value of approximately
$.65 U.S. and the North American Free Trade Agreement (NAFTA), Optima will set
up a manufacturing facility in the Niagara area of Ontario, Canada, with easy
access to U.S. and world markets. Currently, Optima Global's testing offices are
at 50 William Street, Unit 1 in St. Catharines, Ontario. The verbal lease is on
a month to month basis at the gross rent of $300.00 per month. Optima Global is
presently negotiating the set up of a manufacturing/assembly facility at 485
Eastchester Avenue, St. Catharines, Ontario, Canada.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into any transactions with our officers, directors, persons
nominated for such positions, beneficial owners of 5% or more of our common
stock. In 2000, through an agreement attached to this registration statement,
called the High Flyte Agreement, we acquired the rights to exploit the Stewart
Patent and Trademarks related to the Stewart Patent. Under the terms of the
agreement, High Flyte Ltd., the owner of the Stewart Patent, granted the
exclusive rights to manufacture, market, sell, advertise or otherwise distribute
the application(s), of the product throughout the world, specifically the Optima
Dart Board, and an exclusive right to use the intellectual property related to
the products, for a period of 10 years from the September 1, 2000, expiring
September 1, 2010, renewable for two 5 year terms thereafter . In exchange, High
Flyte Ltd. is to receive royalties payable on a quarterly basis, of 4% of the
gross sales of all commercial and non-commercial units, and 15% of gross sales
of parts. There exists a loan from High Flyte that is non-interest bearing,
unsecured, with no set terms of repayment. The Company, under its license
agreement with High Flyte International Ltd., is required to pay quarterly
royalty fees upon sale of its product. The royalty fees due will be offset with
the loan receivable.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.
Our common stock is not traded on any exchange. We plan to eventually seek
listing on the OTCBB, once our registration statement has cleared comments of
the Securities and Exchange Commission, if ever. We cannot guarantee that we
will obtain a listing. There is no trading activity in our securities, and there
can be no assurance that a regular trading market for our common stock will ever
be developed.

Penny Stock Considerations.

Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than US$ 5.00. As long as the trading price of the common stock is less than
$5.00 per share, the common stock will be subject to rule 15g-9 under the
securities exchange act of 1934, as amended (the "1934 act"). Such a stock price
could also cause the common stock to become subject to the SEC's "penny stock"
rules and the securities enforcement and penny stock reform act of 1990. The
penny stock rules impose additional sales practice requirements on
broker-dealers who sell penny stock securities to people who are not established
customers or accredited investors. Penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker- dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
generally require that prior to a transaction in a penny stock, the
broker-dealer make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.

Holders.

As of September 30, 2001, there were approximately 697 holders of record of
our common stock.

Dividends.
We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business. Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the Board of Directors deems relevant.

EXECUTIVE COMPENSATION
Summary Compensation Table

Compensation Long Term Compensation All
Name and Principle Year Bonus Other Annual Restricted Securities LTIP Other
Position Compensation Stock Underlying Payouts
Award(s) Options
Compenation
Mark F. Stewart, 2000 0 0 0 0 0
President 1999 0 0 0 0 0
1998 0 0 0 0 0

Robert F. Morningstar, 2000 0 0 0 0 0
Secretary,Treasurer 1999 0 0 0 0 0
1998 0 0 0 0 0

Mr. Robert Shiels, 2000 0 0 0 0 0
Vice President 1999 0 0 0 0 0
1998 0 0 0 0 0

Angelo Bonetta 2000 0 0 0 0 0
Vice President 1999 0 0 0 0 0
1998 0 0 0 0 0

Yi-Rong Chen 2000 0 0 0 0 0
Vice President 1999 0 0 0 0 0
1998 0 0 0 0 0

The company has not paid any compensation to the directors, as all of their time
and efforts are contributed services. At this time, we have not entered into any
employment agreements with any employees.

FINANCIAL SUMMARY INFORMATION.

You should read carefully all the information in this prospectus, including the
financial statements and their explanatory notes.

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida
--------- -------------------------------------- -------
FINANCIAL REPORTS
AT
AUGUST 31, 2001
--------- -------------------------------------- -------

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
(A Delaware Corporation)
Palm Beach, Florida

TABLE OF CONTENTS

Interim Independent Auditors' Report 1

Consolidated Balance Sheet at August 31, 2001 2

Consolidated Statements of Changes in Stockholders'
Equity for the
Three Months Ended August 31, 2001 and 2000 3

Consolidated Statements of Operations and Comprehensive
Income for the
Three Months Ended August 31, 2001 and 2000 and for the
Period from Date of Inception (May 28, 1990) though
August 31, 2001 4

Consolidated Statements of Cash Flows for the
Three Months Ended
August 31, 2001 and 2000 and for the Period from
Date of Inception (May 28, 1990) through August 31, 2001 5

Year End Independent Auditors' Report 6

Consolidated Balance Sheets at May 31, 2001 and 2000 7

Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended May 31, 2001 and 2000 and
for the Period from Date of Inception(May 28, 1990)
through May 31, 2001 8-10

Consolidated Statements of Operations and Comprehensive
Income for the
Years Ended May 31, 2001 and 2000 and for the Period
from Date of Inception
(May 28, 1990) though May 31, 2001 11

Consolidated Statements of Cash Flows for the Years
Ended May 31, 2001 and 2000 and for the Period from
Date of Inception (May 28, 1990) through May 31, 2001 12

Notes to Financial Statements 13-17

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Optima Global Corporation and Subsidiary
Palm Beach, Florida

We have audited the accompanying consolidated balance sheet of Optima
Global Corporation and Subsidiary (A Development Stage Company) (A Delaware
Corporation) as of August 31, 2001, and the related consolidated statements of
changes in stockholders' equity, operations and comprehensive income, and cash
flows for the three 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 audits.

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 presentation of the financial
statements. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Optima
Global Corporation and Subsidiary as of August 31, 2001, and the results of its
operations and its cash flows for the three months then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming Optima
Global Corporation and Subsidiary (A Development Stage Company) (A Delaware
Corporation) will continue as a going concern. As more fully described in Note
K, the Company has incurred losses that have resulted in a retained deficit.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

As discussed in Note B, the financial statements have been restated to give
effect to services contributed by stockholders of the Company.

/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
October 25, 2001

- F1-

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(In U.S. Dollars)
August 31,
2001
--------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents $ 106,767
Accounts Receivable 314
--------------------------------------------------------------------------------
Total Current Assets 107,081

Investment
Loan Receivable 50,603

Other Assets
Patent Licenses 138,737
--------------------------------------------------------------------------------
Total Assets $ 296,421
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Liabilities $ 6,505
--------------------------------------------------------------------------------
Total Current Liabilities 6,505

Notes Payable 89,078
--------------------------------------------------------------------------------
Total Liabilities 95,583
--------------------------------------------------------------------------------
Stockholders' Equity
Common Stock: $.001 Par; 50,000,000 Shares Authorized;
17,950,000 Issued and Outstanding 17,950
Additional Paid-In Capital 1,749,483
Deficit Accumulated During Development Stage (1,550,412)
Accumulated Other Comprehensive Loss (16,183)
--------------------------------------------------------------------------------
Total Stockholders' Equity 200,838
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity $ 296,421

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

The accompanying notes are an integral part of this financial statement.

- F2 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE MONTHS
ENDED AUGUST 31, 2001 AND 2000

-----------------------------------------------------------------------------------------------------------------------
(In U.S. Dollars)
Deficit
Common Accumulated Accumulated
Stock Additional During Other Total
Number $.001 Paid-In Development Comprehensive Stockholders'
of Shares Par Value Capital Stage Income (Loss) Equity
-----------------------------------------------------------------------------------------------------------------------
Balances - May 31, 2000
(Restated) 17,950,000 $ 17,950 $ 1,663,620 $ (1,386,862) $ (9,709) $284,999
Contributed Services 17,627 17,627
Net Loss (32,322) (32,322)
Other Comprehensive Income 5,371 5,371
-----------------------------------------------------------------------------------------------------------------------
Balances - August 31, 2000
(Restated) 17,950,000 17,950 1,681,247 (1,419,184) (4,338) 275,675
-----------------------------------------------------------------------------------------------------------------------
Balances - May 31, 2001 17,950,000 17,950 1,732,490 (1,522,068) (16,215) 212,157
Contributed Services 16,993 16,993
Net Loss (28,344) (28,344)
Other Comprehensive Income 32 32
-----------------------------------------------------------------------------------------------------------------------
Balances - August 31, 2001 17,950,000 $ 17,950 $ 1,749,483 $ (1,550,412) $(16,183) $200,838
-----------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F3 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
--------------------------------------------------------------------------------

(In U.S. Dollars)

Period From
Date of Inception Three Months Ended August 31,
(May 28, 1990) ------------------------------
Through (Restated)
August 31, 2001 2001 2000
--------------------------------------------------------------------------------------
Revenues $ -- $ -- $ --
--------------------------------------------------------------------------------------
Expenses
Organizational Costs 9,148 -- --
Research and Development 913,679 201 2,350
General and Administrative Expense 1,113,630 22,977 30,901
Amortization Expense 15,246 3,557 --
--------------------------------------------------------------------------------------
Total Expenses 2,051,703 26,735 33,251
--------------------------------------------------------------------------------------
Net Loss From Operations (2,051,703) (26,735) (33,251)

Other Income (Expense)
Interest Income (Expense), net 54,178 (1,609) 929
Royalty Settlement (Note H) 447,113 -- --
--------------------------------------------------------------------------------------
Net Loss (1,550,412) (28,344) (32,322)

Other Comprehensive (Loss) Income,
Net of Income Tax
Foreign Currency Translation (16,183) 32 5,265

--------------------------------------------------------------------------------------
Comprehensive Loss for the Period $(1,566,595) $ (28,312) $ (27,057)
--------------------------------------------------------------------------------------
Weighted Average of Common Shares
Outstanding 17,927,926 17,950,000 17,950,000

Net Loss per Common Share - Basic
and Diluted $ (0.09) $ 0.00 $ 0.00
--------------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F4 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
(In U.S. Dollars)

Period From Three Months Ended
Date of Inception August 31,
(May 28, 1990) -----------------------
Through (Restated)
August 31, 2001 2001 2000
--------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net Loss for the Period $(1,550,412) $ (28,344) $ (32,274)
Adjustments:
Organizational Costs 9,148 -- --
Contributed Services 494,743 16,993 17,627
Amortization Expense 15,246 3,557 --
Changes:
Accounts Receivable (332) -- (710)
Accounts Payable and Accrued Liabilities 6,682 3,021 (4,631)
--------------------------------------------------------------------------------
Net Cash Flows from Operating Activities (1,024,925) (4,773) (19,988)
--------------------------------------------------------------------------------
Cash Flows from Investing Activities
Loan Receivable Advances (51,822) (2,240) (1,407)
Proceeds from Borrowings 89,549 52,949 13,537
Patent Licenses (157,895) -- --
--------------------------------------------------------------------------------
Net Cash Flows from Investing Activities (120,168) 50,709 12,130
--------------------------------------------------------------------------------
Cash Flows from Financing Activities
Proceeds from Issuance of Common Stock 1,263,542 -- --
--------------------------------------------------------------------------------
Net Cash Flows from Financing Activities 1,263,542 -- --
--------------------------------------------------------------------------------
Effect of Exchange Rate Changes on
Cash and Cash Equivalents (11,682) 12 1,670
--------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and
Cash Equivalents 106,767 45,948 (6,188)

Cash and Cash Equivalents -
Beginning of Period -- 60,819 90,940
--------------------------------------------------------------------------------
Cash and Cash Equivalents -
End of Period $ 106,767 $ 106,767 $ 84,752
--------------------------------------------------------------------------------
NON-CASH FINANCING ACTIVITIES
Royalty Settlement with Realtec $ 447,113 $ -- $ --
Organizational Costs Paid by Stockholders
in Exchange for Common Stock (9,148) -- --
Common Stock Issued 9,148 -- --
--------------------------------------------------------------------------------
$ 447,113 $ -- $ --
--------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F5 -

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Optima Global Corporation and Subsidiary
Palm Beach, Florida

We have audited the accompanying consolidated balance sheets of Optima
Global Corporation and Subsidiary (A Development Stage Company) (A Delaware
Corporation) as of May 31, 2001 and 2000, and the related consolidated
statements of changes in stockholders' equity, operations and comprehensive
income, 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.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Optima
Global Corporation and Subsidiary as of May 31, 2001 and 2000, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

As discussed in Note B, the financial statements have been restated to give
effect to services contributed by stockholders of the Company.

/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
September 7, 2001

- F6 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------
(In U.S. Dollars)
(Restated)
May 31, 2001 2000
-------------------------------------------------------------------------------
ASSETS

Current Assets
Cash and Cash Equivalents $ 60,819 $ 90,940
Accounts Receivable 314 1,100
-------------------------------------------------------------------------------
Total Current Assets 61,133 92,040

Investment
Loan Receivable 48,355 45,210

Other Assets
Patent Licenses 142,272 157,895
-------------------------------------------------------------------------------
Total Assets $ 251,760 $ 295,145
-------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Liabilities $ 3,483 $ 10,146
-------------------------------------------------------------------------------
Total Current Liabilities 3,483 10,146

Notes Payable 36,120 --
-------------------------------------------------------------------------------
Total Liabilities 39,603 10,146

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

The accompanying notes are an integral part of this financial statement.

- F7 -

Stockholders' Equity
Common Stock: $.001 Par; 50,000,000 Shares Authorized;
17,950,000 and 17,940,000 Issued and
Outstanding at May 31, 2000 and 1999,
respectively 17,950 17,950

Additional Paid-In Capital 1,732,490 1,663,620
Deficit Accumulated During Development Stage (1,522,068) (1,386,862)
Accumulated Other Comprehensive Income (Loss) (16,215) (9,709)
-------------------------------------------------------------------------------
Total Stockholders' Equity 212,157 284,999
-------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 251,760 $ 295,145
-------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F8 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

Deficit
Common Accumulated Accumulated
Stock Additional During Other Total
Number $.001 Paid-In Development Comprehensive Stockholders'
of Shares Par Value Capital Stage Income (Loss) Equity
----------------------------------------------------------------------------------------------------------------------

Inception - May 28, 1990 $ -- $ -- $ -- $ -- $ -- $ --

Issuance of Common Stock
- Canadian Corporation 1,072,161 1,072 1,169,995 1,171,067

Issuance of Common Stock
- U.S. Corporation 9,166,012 9,166 58,763 (9,148) 58,781

Issuance of Common Stock in
Connection With Recapitalization
of Company 7,701,827 7,702 (7,702) --

Contributed Services 338,372 338,372

Net Loss for the Period (Restated) (1,265,008) (1,265,008)

Other Comprehensive Income (Loss) (3,539) (3,539)
----------------------------------------------------------------------------------------------------------------------
Balances - May 31, 1999
(Restated) 17,940,000 17,940 1,559,428 (1,274,156) (3,539) 299,673

Issuance of Common Stock 8,000 8 26,970 26,978

Issuance of Common Stock 2,000 2 6,714 6,716

Contributed Services 70,508 70,508

Net Loss (Restated) (112,706) (112,706)

Other Comprehensive Income (Loss) (6,170) (6,170)
----------------------------------------------------------------------------------------------------------------------
Balances - May 31, 2000
(Restated) 17,950,000 $ 17,950 $1,663,620 $(1,386,862) $ (9,709) $ 284,999
----------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F9 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
MAY 31, 2001 AND 2000 AND FOR THE PERIOD FROM DATE OF INCEPTION (MAY 28, 1990)
THROUGH MAY 31, 2001 - Restated - continued
----------------------------------------------------------------------------------------------------------------------
(In U.S. Dollars)
Deficit
Common Accumulated Accumulated
Stock Additional During Other Total
Number $.001 Paid-In Development Comprehensive Stockholders'
of Shares Par Value Capital Stage Income (Loss) Equity
----------------------------------------------------------------------------------------------------------------------
Balances - May 31, 2000 17,950,000 $ 17,950 $ 1,663,620 $(1,386,862) $ (9,709) $ 284,999

Contributed Services 68,870 68,870

Net Loss (135,206) (135,206)

Other Comprehensive Income (Loss) (6,506) (6,506)
----------------------------------------------------------------------------------------------------------------------
Balances - May 31, 2001 17,950,000 $ 17,950 $ 1,732,490 $(1,522,068) $ (16,215) $ 212,157
----------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F10 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
--------------------------------------------------------------------------------
(In U.S. Dollars)

(Restated)
Period From
Date of Inception
(May 28, 1990) Years Ended May 31,
-----------------------------------------
Through (Restated)
May 31, 2001 2001 2000
-------------------------------------------------------------------------------
Revenues $ -- $ -- $ --
-------------------------------------------------------------------------------
Expenses
Organizational Costs 9,148 -- --
Research and Development 913,478 28,394 438,029
General and Administrative Expense 1,090,653 93,505 127,346
Amortization Expense 11,689 11,689 --
-------------------------------------------------------------------------------
Total Expenses 2,024,968 133,588 565,375
-------------------------------------------------------------------------------
Net Loss From Operations (2,024,968) (133,588) (565,375)

Other Income (Expense)
Interest Income 55,787 (1,618) 5,556
Royalty Settlement (Note H) 447,113 -- 447,113
-------------------------------------------------------------------------------
Net Loss (1,522,068) (135,206) (112,706)

Other Comprehensive Income (Loss),
Net of Income Tax
Foreign Currency Translation (16,215) (6,506) (6,170)
-------------------------------------------------------------------------------
Comprehensive Income (Loss)
for the Period $(1,538,283) $ (141,712) $(118,876)
-------------------------------------------------------------------------------
Weighted Average of Common Shares
Outstanding 17,927,421 17,950,000 17,945,502

Net Loss per Common Share
- Basic and Diluted $ (0.09) $ (0.01) $ (0.01)

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

The accompanying notes are an integral part of this financial statement.

- F11 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
(In U.S. Dollars)
(Restated)
Period From
Date of Inception
(May 28, 1990) Years Ended May 31,
-----------------------------------------
Through (Restated)
May 31, 2001 2001 2000
-------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net Loss for the Period $ (1,522,068) $(135,206) $(112,706)
Adjustments:
Organizational Costs 9,148 -- --
Contributed Services 477,750 68,870 70,508
Amortization Expense 11,689 11,689 --
Changes:
Accounts Receivable (332) 768 (1,112)
Accounts Payable and Accrued Liabilities 3,661 (6,485) 8,434
-------------------------------------------------------------------------------
Net Cash Flows from Operating
Activities (1,020,152) (60,364) (34,876)
-------------------------------------------------------------------------------
Cash Flows from Investing Activities
Loan Receivable (Advances) Repayments (49,582) (4,372) 9,212
Proceeds from Borrowings 36,600 36,600 --
Patent Licenses (157,895) -- (15,475)
-------------------------------------------------------------------------------
Net Cash Flows from Investing
Activities (170,877) 32,228 (6,263)
-------------------------------------------------------------------------------
Cash Flows from Financing Activities
Proceeds from Issuance of Common Stock 1,263,542 -- 33,575
-------------------------------------------------------------------------------
Net Cash Flows from Financing
Activities 1,263,542 -- 33,575
-------------------------------------------------------------------------------
Effect of Exchange Rate Changes on
Cash and Cash Equivalents (11,694) (1,985) (1,981)
-------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and
Cash Equivalents 60,819 (30,121) (9,545)

Cash and Cash Equivalents
- Beginning of Period -- 90,940 100,485
-------------------------------------------------------------------------------
Cash and Cash Equivalents
- End of Period $ 60,819 $ 60,819 $ 90,940
-------------------------------------------------------------------------------
NON-CASH FINANCING ACTIVITIES
Royalty Settlement with Realtec $ 447,113 $ -- $ 447,113
Organizational Costs Paid by
Stockholders
in Exchange for Common Stock (9,148) -- --
Common Stock Issued 9,148 -- --
-------------------------------------------------------------------------------
$ 447,113 $ -- $ 447,113
-------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

- F12 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
(A Delaware Corporation)
Palm Beach, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note A - The Company
The original Company was incorporated under the laws of the state of
Delaware on May 31, 2000 as Real Darts International, Inc.
Subsequently, the Company's name changed to Optima 2000, Inc., then
Optima International, Inc., and then on September 27, 2000 the name of
the corporation was changed to Optima Global Corporation. The Company
is authorized to issue 50,000,000 shares of $.001 par value common
stock.

Recapitalization
On November 30, 2000, the Company exchanged shares with International
Dart Corporation (formerly known as Real Darts International, Inc.),
an Ontario, Canada Corporation. In the merger of the Ontario
Corporation into the Delaware Corporation, the Company issued
8,802,088 common shares that were exchanged for 1,100,261 shares of
the Ontario Corporation on an eight for one basis. Following this
transaction the Company received one share of the Ontario Corporation,
a 100% ownership interest.

In this merger transaction no shares were issued to any person who was
not already known to the Company nor were any shares issued as any
consideration for soliciting the exchange. The Company acquired the
Ontario Corporation because it wanted to purchase the licensed
technology of High Flyte International Ltd.'s research and development
of its electronic scoring dartboards of the Ontario Corporation.

The business combination described above has been accounted for as a
recapitalization of the Company. Accordingly, the financial statements
for all periods presented reflect the historical activity of the
Canadian operating company.

The Company's registered office is located in Palm Beach, Florida. The
Company's principal executive office is located in St. Catherines,
Ontario Canada.

Scope of Business
The Company has developed technology allowing dart players to use
steel tip darts on a circular dartboard that has a device built in
that automatically records the player score.

Note B - Summary of Significant Accounting Policies

Method of Accounting
The Company maintains its books and prepares its financial statements
on the accrual basis of accounting.

Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its subsidiary, International Dart Corporation (formerly
known as Real Darts International, Inc.). All significant intercompany
balances and transactions have been eliminated in the consolidation.

- continued -

- F13 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palm Beach, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note B - Summary of Significant Accounting Policies - continued

Development Stage
The Company has operated as a development stage enterprise since its
inception by devoting substantially all of its efforts to financial
planning, raising capital, research and development, and developing
markets for its services. The Company prepares its financial
statements in accordance with the requirements of Statement of
Financial Accounting Standards No. 7, Accounting and Reporting by
Development Stage Enterprises.

Cash and Cash Equivalents
Cash and cash equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original
maturities of three months or less. The Company maintains cash and
cash equivalents at financial institutions that periodically may
exceed federally insured amounts.

Foreign Currency Translation
The Company's foreign operations are measured using the local currency
as the functional currency. Assets and liabilities are translated at
exchange rates as of the balance sheet date. Revenues, expenses and
cash flows are translated at weighted average rates of exchange in
effect during the year. The resulting cumulative translation
adjustments have been recorded as a separate component of
stockholders' equity and comprehensive income. Foreign currency
transaction gains and losses are included in comprehensive income
(loss).

Research and Development
Research and development expenses represent contract engineering costs
and are charged against operations as incurred.

Loss Per Common Share
Loss per common share is computed in accordance with SFAS No. 128,
"Earnings Per Share," by dividing income available to common
stockholders by weighted average number of common shares outstanding
for each period.

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 revenue
and expense during the reporting period. Actual results can differ
from those estimates.

- continued -

- F14 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
(A Delaware Corporation)
Palm Beach, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note B - Summary of Significant Accounting Policies - continued

Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109
"Accounting for Income Taxes," using the asset and liability approach,
which requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of such assets and liabilities.
This method utilizes enacted statutory tax rates in effect for the
year in which the temporary differences are expected to reverse and
gives immediate effect to changes in the income tax rates upon
enactment. Deferred tax assets arising from net operating losses
incurred during the development stage have been fully reserved against
due to the uncertainty as to when or whether the tax benefit will be
realized. At August 31, 2001 and May 31, 2001, the Company has
incurred net operating losses available to offset future income taxes
of approximately $1,550,000 and $1,522,000, respectively. The net
operating losses will begin to expire in 2015.

Financial Instruments
The Company's financial instruments consist of cash, long-term
investments, and accounts payable. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments. The fair value of these financial instruments
approximates their carrying value, unless otherwise noted.

Impairment of Assets
In accordance with Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to Be Disposed Of, the Company assesses all long-lived assets
for impairment at least annually or whenever events or circumstances
indicate that the carrying amount may not be recoverable.

Reclassifications
Certain amounts in the prior period financial statements have been
reclassified to conform with the current year presentation.

Basis of Presentation
In 2001, after giving consideration to guidance provided by SEC Staff
Accounting Bulletin (SAB) Topic 5T, "Accounting for Expenses or
Liabilities Paid by Principal Stockholders", the Company recognized
certain expenses contributed by stockholders of the Company. These
changes increased total expenses by $17,627 for the three months ended
August 31, 2000 and $408,880 for the period from inception to date
through May 31, 2000, which includes $70,508 for the year ended May
31, 2000 and increased additional paid-in-capital by $17,627 and
$408,880 at August 31, 2000 and May 31, 2000, respectively

Note C - Loan Receivable
The loan receivable from High Flyte International Ltd., a related
party by virtue of common stockholders, is non-interest bearing,
unsecured, with no set terms of repayment. The Company, under its
license agreement with High Flyte International Ltd., is required to
pay quarterly royalty fees upon sale of its product. The royalty fees
due will be offset with the loan receivable.

- F15 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
(A Delaware Corporation)
Palm Beach, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note D - Patents - License
The Company has been granted the exclusive license to a patented
electro-mechanical switching device. Costs associated with the patent
license are recorded at cost. Amortization is being charged on a
straight-line basis to operations over the life of the patent.
Accumulated amortization was $15,000, $-0-, $12,000 and $-0- at August
31, 2001 and 2000 and May 31, 2001 and 2000, respectively.

Note E - Delaware State Franchise Taxes Payable and Accrued
All corporations formed under Delaware State law, whether active or
inactive, are subject to annual minimum Delaware State franchise taxes
and filing fees.

Note F - Notes Payable
The company has issued notes payable with an interest rate of 15%. The
notes mature on the date that the Company obtains approval to trade on
the NASDAQ Bulletin Board. The notes are convertible at the option of
the Company into shares of the Company's common stock at a rate of 75%
of the opening trading price if less than $10,000 was invested or at a
rate of 65% of the opening trading price if $10,000 or more was
invested.

Note G - Stockholders' Equity
Common Stock
The Company's Securities are not registered under the Securities Act
of 1933 and, therefore, no offering may be made which would constitute
a "Public Offering" within the meaning of the United States Securities
Act of 1933, unless the shares are registered pursuant to an effective
registration statement under the Act.

The stockholders may not sell, transfer, pledge or otherwise dispose
of the common shares of the company in the absence of either an
effective registration statement covering said shares under the 1933
Act and relevant state securities laws, or an opinion of counsel that
registration is not required under the Act or under the securities
laws of any such state.

Note H - Non-Monetary Transaction
On January 1, 2000 the Company signed a settlement agreement with
Realtec Corporation Canada, Inc. related to minimum royalty payments
due under an agreement signed May 22, 1998. Included in other income
is $447,113 for the period from date of inception (May 28, 1990)
through August 31, 2001, representing the fair market value of the
full ownership interest in all tooling, patent development costs,
research and development, and technology components related to its'
product.

Note I - Business Concentrations
The Company is dependent upon a vendor to supply the technology and
produce the product that the Company plans to distribute. Failure to
maintain a working relationship with this supplier could have an
adverse material impact on the Company's business.

- F16 -

OPTIMA GLOBAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
(A Delaware Corporation)
Palm Beach, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note J - Name Change
Subsequent to the May 31, 2000 year-end, the Board of Directors
approved a change of the Subsidiary's name from Real Darts
International, Inc. to International Dart Corporation.

Note K - Going Concern
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. The Company reported net losses of approximately $1,550,000
for the period from date of inception (May 28, 1990) through August
31, 2001 and $1,522,000 for the period from date of inception (May 28,
1990) through May 31, 2001.

The Company's continued existence is dependent upon its ability to
raise capital or to successfully market and sell its products. The
financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

Management's plans with regard to the development stage losses and the
stockholders' deficit are to generate sufficient cash through
additional private shareholder capital contributions and to use
existing cash balances.

Note L - Subsequent Event
Subsequent to the year ending May 31, 2001, the Company issued notes
payable of approximately $50,000 with an interest rate of 15%. The
notes mature on the date that the Company obtains approval to trade on
the NASDAQ Bulletin Board. The notes are convertible at the option of
the Company into shares of the Company's common stock at a rate of 75%
of the opening trading price if less than $10,000 was invested or at a
rate of 65% of the opening trading price if $10,000 or more was
invested.

- F17 -

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
The accounting firm of Rotenberg & Company, LLP, Certified Public Accountants
and Consultants audited our financial statements. Since inception, we have had
no changes in or disagreements with our accountants.

---------
Dealer Prospectus Delivery Obligation Until ninety days after the effectiveness
of the registration statement of which this prospectus is a part, 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.

PART II INFORMATION NOT REQUIRED TO BE INCLUDED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our bylaws provide for indemnification of each person, including the heirs,
executors, administrators, or estate of such person, who is or was director and
officer of the corporation to the fullest extent permitted or authorized by
current or future legislation or judicial or administrative decision against all
fines, liabilities, costs and expenses, including attorneys' fees, arising out
of his or her status as a director, officer, agent, employee or representative.
The foregoing right of indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The corporation may
maintain insurance, at its expense, to protect itself and all officers and
directors against fines, liabilities, costs, and expenses, whether or not the
corporation would have the legal power to indemnify them directly against such
liability. Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any persons, including officers and directors, who
were or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of such
corporation, by reason of the fact that such person was an officer, director,
employee or agent of such corporation or is or was serving at the request of
such corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was unlawful.

A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling an issuer pursuant to
the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

We issued a total of 17,950,000 shares of our common stock (at $.001 par value)
at formation to our shareholders. In completing this transaction we relied upon
Securities Act Section 3(a)(9) because the shares we issued in our merger were
issued exclusively to our existing security holders and no commission or other
remuneration was paid or given directly or indirectly for soliciting the
exchange. In addition, we relied upon the exemption from Registration provided
in Section 4(2) of the Securities Act because the merger transaction did not
involve a public offering.
On November 30, 2000, we issued a total of 8,802,088 shares of our common
stock (at $.001 par value) in connection with a merger with International Dart
Corporation, an Ontario corporation. We exchanged our shares for 1,072,161
shares of the Ontario corporation (which amounted to 100% of the total shares
outstanding of the Ontario corporation) on an 8 to 1 basis. In completing this
transaction we relied upon Securities Act Section 3(a) (9) because the shares we
issued in our merger were issued exclusively to our existing security holders
and no commission or other remuneration was paid or given directly or indirectly
for soliciting the exchange. In addition, we relied upon the exemption from
Registration provided in Section 4(2) of the Securities Act because the merger
transaction did not involve a public offering. We had a preexisting relationship
with each recipient of the shares since they were our existing shareholders.

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

a. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement;
c. Include any additional or changed material information on the plan of
distribution.

2. That, for determining liability under the Securities Act of 1933, to treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

3. To file a post-effective amendment to remove from registration any of the
securities that Remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Act and is,
therefore, unenforceable.

5. In the event that a claim for indemnification against such liabilities, other
than the payment by the Registrant of expenses incurred and 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 hereby, 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 of 1933 and will be governed by the final
adjudication of such issue.

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.

EXHIBITS

----------------- --------------------------------------------------------------
EXHIBIT NUMBER EXHIBIT DESCRIPTION
----------------- --------------------------------------------------------------
2.1 Share Exchange Agreement between Optima Global Corporation
(a Delaware Corporation) and International Dart Corporation
(a company organized under the laws of Ontario, Canada)
----------------- --------------------------------------------------------------
3(ii) Bylaws**
----------------- --------------------------------------------------------------
5 Legal Opinion of Andreas Kelly, P.A.
----------------- --------------------------------------------------------------
10.1 Agreement between High Flyte International LTD. and Optima
Global Corporation**
----------------- --------------------------------------------------------------
10.2 U.S. Certificate(s) of Patent**
----------------- --------------------------------------------------------------
10.3 Certificate of Incorporation
as RealDarts International, Inc.**
Certificate of Amendment changing name from RealDarts
International, Inc. to Optima 2000, Inc.**
Certificate of Amendment changing name from Optima 2000, Inc.
to Optima International, Inc.**
Certificate of Amendment changing name from Optima
International, Inc. to Optima Global Corporation.**
----------------- --------------------------------------------------------------
10.4 Written consent of Directors to Organize RealDarts
International, Inc.**
Written Consent of Incorporator to Elect Board of Directors
for RealDarts International, Inc.**
Resolution of Appointment as Transfer Agent and Registrar.**
Resolution of Appointment as Dividend Disbursing Agent.**
New Appointment Information of Olde Monmouth Stock Transfer
Co., Inc.**
Certificate Order Information Sheet**
Abbreviated Form 211**
----------------- --------------------------------------------------------------
10.5 Share Exchange agreement between Optima Global Corporation
and International Dart Corporation**
----------------- --------------------------------------------------------------
10.6 Articles of Merger**
----------------- --------------------------------------------------------------
21 List of Subsidiaries
----------------- --------------------------------------------------------------
23 Consent of Counsel (included in Exhibit 5)
----------------- --------------------------------------------------------------
**Denoted previously filed: File number 333-55580

POWER OF ATTORNEY

The Registrant and each person whose signature appears below hereby appoints
Andreas M. Kelly as attorney-in-fact with full power of substitution, to execute
in the name and on behalf of the Registration and each such person, individually
and in each capacity stated below, one or more amendments, including
post-effective amendments, to this Registration Statement as the
attorney-in-fact acting in the premises deems appropriate and to file any such
amendment to this Registration Statement with the Commission.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Toronto
Province of Ontario, Canada on February 12, 2001.

(Optima Global Corporation )

/s/ Mark F. Stewart
By: Mark F. Stewart
Title: President, Chief Executive
Officer, Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

/s/ Mark F. Stewart
By: Mark F. Stewart
Title: President, Chief Executive Officer, Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date stated.

/s/ Robert F. Morningstar
By: Robert F. Morningstar
Title: Secretary/ Treasurer and Director

/s/ Robert Shiels
By: Robert Shiels
Title: Vice President of Sales and Marketing and Director

/s/ Angelo Bonetta
By: Angelo Bonetta
Title: Vice President of Operations and Director

/s/ Yi-Rong Chen
By: Yi-Rong Chen
Title Vice President of Software and Hardware Development and Director

(Date) November 5, 2001