As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MYTURN.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
11-3344575
(I.R.S. Employer Identification No.)
333 North First Street, Jacksonville, Florida 32250
(Address of Principal Executive Offices)
INTERNET ALTERNATIVES, INC. CONSULTING AGREEMENT
1999 BONUS POOL PLAN
(Full Title of Plans)
Paul K. Danner
Chief Executive Officer
MyTurn.com, Inc.
333 North First Street
Jacksonville, Florida 32250
Telephone:(904) 249-5756
Telecopier:(904) 249-0359
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications and notices to:
Gavin C. Grusd, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Telephone: (516) 296-7000
Telecopier: (516) 296-7111
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
of Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Shares
(par value
$.01 per
share) 200,000(1) $27.75 (3) $5,550,000.00 $1,665.00
- -----------------------------------------------------------------------------------------------------------------------------------
Common Shares
(par value
$.01 per
share) 277,000(2) $27.75 (3) $7,686,750.00 $2,306.00
- -----------------------------------------------------------------------------------------------------------------------------------
Total $3,971.00
===================================================================================================================================
</TABLE>
(1) Represents Common Shares to be issued pursuant to a Consulting Agreement
dated November 17, 1999 between the Registrant and Internet Alternatives,
Inc. for services rendered and to be rendered by Internet Alternatives to
the Registrant relating to the enhancement and expansion of the
Registrant's website.
(2) Represents the resale of up to 277,000 Common Shares which were acquired by
certain officers and directors of the Registrant under the Registrant's
1999 Bonus Pool Plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee.
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains (as Annex A hereto) a prospectus meeting the requirements of Part I of
Form S-3 relating to reofferings of the Registrant's Common Shares, $.01 par
value per share, acquired under the Registrant's 1999 Bonus Pool Plan by persons
which may be deemed affiliates of the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated herein by reference are the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) Annual Report on Form 10-KSB for the year ended December 31, 1998.
(b) Amendment to Annual Report on Form 10-KSB/A for the year ended
December 31, 1998.
(c) Quarterly Report on Form 10-QSB for the three months ended March 31,
1999.
(d) Amended Quarterly Report on Form 10-QSB/A for the three months ended
March 31, 1999.
(e) Current report on Form 8-K for an event dated May 12, 1999.
(f) Current Report on Form 8-K for an event dated June 9, 1999.
(g) Current Report on Form 8-K for an event dated June 29, 1999.
(h) Quarterly Report on Form 10-QSB for the three months ended June 30, 1999.
(i) Amended Quarterly Report on Form 10-QSB/A for the three months ended
June 30, 1999.
(j) Current Report on Form 8-K for an event dated July 6, 1999.
(k) Current Report on Form 8-K for an event dated July 27, 1999.
(l) Current Report on Form 8-K for an event dated October 12, 1999.
(m) Quarterly Report on Form 10-QSB for the three months ended September 30,
1999.
(n) Current Report on Form 8-K for an event dated December 22, 1999.
(o) Amendment to Current Report on Form 8-K/A for an event dated December
22, 1999.
II-1
<PAGE>
(p) The description of the Registrant's Common Shares contained in the(p) The
description of the Registrant's Common Shares contained in the Registrant's
Registration Statement on Form 8-A (File No. 000-22611), which was declared
effective by the Commission on June 10, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from their respective dates of filing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the offering of securities
registered hereunder are being passed upon for the Registrant by Certilman Balin
Adler & Hyman, LLP ("CBAH"), 90 Merrick Avenue, East Meadow, New York 11554.
CBAH is a shareholder of the Registrant.
Item 6. Indemnification of Directors and Officers
Article X of the Registrant's Certificate of Incorporation eliminates the
personal liability of directors to the Registrant and its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by Section 102 of the Delaware General Corporation Law,
provided that this provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) arising
under Section 174 of the Delaware General Corporation Law (with respect to
unlawful dividend payments and unlawful stock purchases or redemptions), or (iv)
for any transaction from which the director derived an improper personal
benefit.
Additionally, the Registrant has included in its Certificate of
Incorporation and its by- laws provisions to indemnify its directors, officers,
employees and agents and to purchase insurance with respect to liability arising
out of the performance of their duties as directors, officers, employees and
agents as permitted by Section 145 of the Delaware General Corporation law. The
Delaware General Corporation law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors, officers, employees and agents may be entitled under the
Registrant's by-laws, any agreement, vote of stockholders or otherwise.
The effect of the foregoing is to require the Registrant to the extent
permitted by law to indemnify the officers, directors, employees and agents of
the Registrant for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
with
II-2
<PAGE>
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Specimen Common Stock Certificate(1)
5 Opinion of Certilman Balin Adler & Hyman LLP as to the legality
of the Common Shares issuable pursuant to the Consulting
Agreement dated November 17, 1999 between the Registrant and
Internet Alternatives, Inc.
10.1 Consulting Agreement dated November 17, 1999 between the
Registrant and Internet Alternatives, Inc.
10.2 1999 Bonus Pool Plan
23.1 Consent of Lazar Levine & Felix LLP
23.2 Consent of Certilman Balin Adler & Hyman, LLP (included in the
opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included in signature page forming a part
hereof)
Item 9. Undertakings
The undersigned Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
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<PAGE>
(iii) Include any additional or changed material information on
the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
in a post-effective amendment is incorporated by reference from periodic reports
filed by the Company under the Exchange Act.
(2) For determining liability under the Securities Act, treat I each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 14th day of
February, 2000.
COMPU-DAWN, INC.
By: /s/ Paul K. Danner
------------------------------
Paul K. Danner,
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Paul K. Danner with full power to act as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of his
substitutes, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ R.E. (Teddy) Turner Chairman of the Board and February 14, 2000
- ------------------------- Director
R.E. (Teddy) Turner, IV
/s/ Paul K. Danner Chief Executive Officer February 14, 2000
- ------------------------- (Principal Executive Officer)
Paul K. Danner
/s/ Rudy C. Theale President and Director February 14, 2000
- -------------------------
Rudy C. Theale, Jr.
/s/ Christopher Liston Director February 14, 2000
- -------------------------
Christopher Liston
/s/ Louis Libin Director February 14, 2000
- -------------------------
Louis Libin
/s/ Harold Lazarus Director February 14, 2000
- -------------------------
Harold Lazarus, Ph.D.
/s/ Mark Bradlee Director February 14, 2000
- -------------------------
Mark Bradlee
__________________ Director February __, 2000
Brian Dougherty
/s/ Michael Fuchs Director February 14, 2000
- -------------------------
Michael Fuchs
/s/ Joseph Antonini Director February 14, 2000
- ------------------------
Joseph Antonini
/s/ David Greenspan Chief Financial Officer February 14, 2000
- ------------------------ Secretary (Principal
David Greenspan Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
Number of Exhibit
- ------ ----------
4.1 Specimen Common Stock Certificate(1)
5 Opinion of Certilman Balin Adler & Hyman LLP as to the legality
of the Common Shares issuable pursuant to the Consulting
Agreement dated November 17, 1999 between the Registrant and
Internet Alternatives, Inc.
10.1 Consulting Agreement dated November 17, 1999 between the
Registrant and Internet Alternatives, Inc.
10.2 1999 Bonus Pool Plan
23.1 Consent of Lazar Levine & Felix LLP
23.2 Consent of Certilman Balin Adler & Hyman, LLP (included in its
opinion filed as Exhibit 5)
24 Powers of Attorney (included in signature page forming a part
hereof)
_______________________
(1) Denotes document filed as an exhibit to the Registrant's Form SB-2
Registration Statement (File No. 333-18667) which is incorporated herein by
reference thereto.
<PAGE>
ANNEX A
PROSPECTUS
MYTURN.COM, INC.
277,000 SHARES OF COMMON STOCK
This Prospectus covers the sale of up to
277,000 shares of MyTurn.com, Inc. which
have been acquired by persons who may be
deemed affiliates of MyTurn.com under
MyTurn.com's 1999 Bonus Pool Plan
A purchase of these securities involves a
high degree of risk. See "Risk Factors"
beginning on Page A-6.
We will not receive any proceeds from the sale of shares by selling
stockholders.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information that is different
from that contained in this prospectus. This prospectus may only be used where
it is legal to sell these securities. The information contained in this
prospectus may only be accurate on the date of this prospectus.
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"MYTN".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
MyTurn.com, Inc.
333 North First Street
Jacksonville, Florida 32250
(904) 249-5756
February 14, 2000
<PAGE>
TABLE OF CONTENTS
Pages
Incorporation by reference ............................................. A-3
The Company ............................................................ A-5
Risk Factors .......................................................... A-6
Forward Looking Statements .. ......................................... A-18
Selling Stockholders ................................................... A-19
Plan of Distribution .................................................... A-20
Legal Matters ........................................................... A-21
Experts ................................................................. A-21
Additional Information .................................................. A-21
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the 1933 Act and the Securities Exchange Act of 1934, as
amended (the "1934 Act"), as the case may be, and are incorporated herein by
reference:
Incorporated herein by reference are the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) Annual Report on Form 10-KSB for the year ended December 31, 1998.
(b) Amendment to Annual Report on Form 10-KSB/A for the year ended
December 31, 1998.
(c) Quarterly Report on Form 10-QSB for the three months ended March 31,
1999.
(d) Amended Quarterly Report on Form 10-QSB/A for the three months ended
March 31, 1999.
(e) Current report on Form 8-K for an event dated May 12, 1999.
(f) Current Report on Form 8-K for an event dated June 9, 1999.
(g) Current Report on Form 8-K for an event dated June 29, 1999.
(h) Quarterly Report on Form 10-QSB for the three months ended June 30,
1999.
(i) Amended Quarterly Report on Form 10-QSB/A for the three months ended
June 30, 1999.
(j) Current Report on Form 8-K for an event dated July 6, 1999.
(k) Current Report on Form 8-K for an event dated July 27, 1999.
(l) Current Report on Form 8-K for an event dated October 12, 1999.
(m) Quarterly Report on Form 10-QSB for the three months ended September
30, 1999.
(n) Current Report on Form 8-K for an event dated December 22, 1999.
(o) Amendment to Current Report on Form 8-K/A for an event dated December
22, 1999.
A-3
<PAGE>
(p) The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-22611),
which was declared effective by the Commission on June 10, 1997.
All documents filed by MyTurn.com pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this prospectus and prior to the
termination of the offering of our shares of common stock offered hereby shall
be deemed to be incorporated by reference into this prospectus and to be a part
hereof from their respective dates of filing.
MyTurn.com will provide without charge to each person to whom a copy of
this prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
incorporated into this prospectus by reference (other than exhibits to such
documents). Requests for such copies should be directed to the Secretary, 333
North First Street, Jacksonville, Florida 32250, Suite 200 (telephone number:
(904) 269-5756).
Any statement contained in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
A-4
<PAGE>
THE COMPANY
MyTurn.com will manufacture and sell a low-cost easy to use personal
computer which we call the GlobalPC. The GlobalPC allows a complete hardware and
integrated software solution including the GEOS operating system, which we
license from a third party, and a set of applications such as: an Internet
browser, e-mail capabilities, word processing, spreadsheet functionality and
gaming. MyTurn.com, through GlobalPC, will offer consumers fast and reliable
Internet access. The GlobalPC is anticipated to enter retail channels by mid
2000. Also, a limited number of systems will be offered for sale on a direct
basis to consumers through its Internet site commencing in the spring of 2000.
MyTurn.com was incorporated under the name Coastal Computer Systems, Inc.
in New York on March 31, 1983 and was reincorporated in Delaware under the name
Compu-DAWN, Inc. on October 18, 1996. On January 21, 2000 we changed our name to
MyTurn.com, Inc.
Our executive offices are located at 333 North First Street, Jacksonville,
Florida 32250, Suite 200 and our telephone number is (904) 249-5756.
A-5
<PAGE>
RISK FACTORS
An investment by you our shares of common stock (the "Common Shares")
offered by this memorandum is speculative and involves a high degree of risk.
You should only acquire these securities if you can afford to lose your entire
investment. Before making an investment, you should carefully consider the
following risks and speculative factors, as well as the other information
contained in this prospectus. As discussed above, this prospectus contains
forward-looking statements that involve risks and uncertainties. The actual
results of MyTurn.com's operations could be significantly different from the
information contained in those forward-looking statements. Those differences
could result from the risk factors discussed immediately below, as well as
factors discussed in other places in this memorandum and the SEC Reports annexed
to and made a part of this prospectus.
In this "Risk Factors" section, "we," "our" and "ours" refer to MyTurn.com,
and "you," "your" and "yours" refer to an acquiror of the Common Shares offered
by this prospectus.
We may not be able to sustain or grow our business because of our lack of
significant revenues and recent and anticipated continuing losses.
Period Ended Revenues Net Loss
------------ -------- --------
December 31, 1997 (year) $ 591,375 $ 4,436,745
December 31, 1998 (year) 1,248,489 2,783,552
September 30, 1999 (nine months) 550,979 8,141,904
The table above sets out our revenues and net losses for the periods
indicated in the first column.
The net losses in 1997 and 1998 are the result of operating losses and
significant expenses, including the following relating to our discontinued
public safety software business in 1997 and 1998:
- research and development expenses;
- enhancing and refining our product line;
- marketing costs; and
- employment agreement costs and general administrative expenses.
In addition, the 1997 loss reflects approximately $1,588,000 in non-recurring
deferred financing charges incurred in connection with a debt offering we made.
Furthermore, the net loss figure for 1998 was higher than it would have been
otherwise because we did not generate significant revenues, but did incur
expenses regarding contemplated business ventures.
Net losses in the first nine months of 1999 are the result of
A-6
<PAGE>
- operating losses including expenses related to our acquiring and
operating the business of our discontinued subsidiary e.TV Commerce,
Inc. ("e.TV"),
- operating our discontinued public safety software business division,
and
- marketing costs, employment agreement costs and general and
administrative expenses.
- The net loss amount for the first nine months of 1999 includes an
approximate 6,976,000 loss from the discontinued operations of e.TV
and the public safety software business division and an operating loss
of approximately $1,703,628 from continued operations.
We bought certain assets of GlobalPC, Inc. in December 1999 which we will
use to manufacture and sell our product known as the GlobalPC Device. We are
placing material reliance on the successful marketing and sale of the GlobalPC
Device to generate our revenues in the future. We cannot assure you that we will
be able to develop a market for this product, or if we do that the market will
grow or even be sustained.
We believe that we will be unable to achieve enough revenues to offset
operating costs for the foreseeable future; therefore, we anticipate that
operating losses will continue for at least the next nine months. We cannot
predict how long these operating losses will continue or what impact they will
have on our financial condition and results of operations. We cannot assure you
that our products and services will be able to compete successfully in the
marketplace or that they will generate significant revenue; nor can we assure
you that our business will be able to operate profitably.
MyTurn.com needs more capital to grow and even to sustain current
operations. MyTurn.com's cash requirements have been and will continue to be
significant. Based on historical performance and the discontinuance of our
public safety software business operations and network marketing activities,
capital raising activities in the fourth quarter of 1999, and recent exercises
of warrants and options, we currently anticipate that our available cash
resources and funds from operations will be sufficient to meet our presently
anticipated and projected working capital and capital expenditure requirements
for at least 90 days. We expect we will need to raise additional funds through
private debt or equity financings within 90 days in order to continue to support
current operations and develop our business plan. If we do not develop our
business plan, we would have enough cash for about six months at the current
level of operation. If we raise additional funds by issuing equity securities,
the percentage ownership of our stockholders at that time will be reduced. Those
equity securities may have rights, preferences or privileges senior to those of
the holders of our Common Shares. We cannot assure that additional financing
will be available on terms favorable to us, or at all. If adequate funds are not
available or are not available on acceptable terms, MyTurn.com may not be able
to
- fund then existing operations;
- take advantage of new opportunities;
A-7
<PAGE>
- develop new or enhanced services and related products;
- continue to develop its business plan;
- otherwise respond to competitive pressures; and
- sustain its current operations.
As a result, our business, operating results and financial condition could be
materially adversely affected. Additionally we may be forced to scale back
operations.
We have a limited operating history which does not indicate we will be
successful. We were incorporated in New York on March 31, 1983 and
reincorporated in Delaware on October 18, 1996. We changed our name from
Compu-DAWN, Inc. to MyTurn.com, Inc. in January 2000.
Until January 1999, we were engaged primarily in the business of designing,
developing, licensing, installing and servicing computer application software
systems for law enforcement and public safety agencies. In January 1999 we
commenced business of selling Internet, e-commerce, and telecommunications
products and services through a multi-level network marketing system of
independent representatives through our subsidiary e.TV. In July, 1999 we sold
the public safety software business, closed our network marketing sales
activities to sell our products and assigned our rights to receive long distance
revenues from UniDial to an unaffiliated third party.
We are currently receiving income from Internet access service sales and we
are developing and marketing the GlobalPC Device which we expect to bring to the
market in the mid second quarter of 2000. However we have no operating history
with respect to the development and sale of the GlobalPC Device on which to base
an evaluation of our business and prospects.
Our prospects in the business of developing and selling the GlobalPC Device
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages of a new
line of business, particularly companies in new and rapidly evolving markets
such as development and the sale of high technology and telecommunications
products and services, and online e-commerce. To address these risks and
uncertainties, we must, among other things
- enhance our brand-name recognition for the GlobalPC Device;
- establish and maintain active business relationships with mass
merchandise retailers and obtain significant orders from them
regularly;
- implement and execute our business and marketing strategy
successfully;
- continue to develop and upgrade our technology and
information-processing systems;
- provide superior customer service;
- respond to competitive developments; and
A-8
<PAGE>
- raise adequate capital to fund initial manufacture of the GlobalPC
Device, to fund marketing activities and to hire employees.
There can be no assurance that we will be successful in accomplishing all of
these things, and the failure to do so could have a material adverse effect on
our business, results of operations and financial condition.
We cannot assume we will be profitable. We believe that our growth and our
achieving profitability will depend in large part on our ability to
- gain retailer and user acceptance of the GlobalPC Device product.
- obtain significant orders from mass merchant retailers for the
GlobalPC Device;
- establish a market for the GlobalPC Device and then increase our
market share; and
- provide our customers with superior Internet services and on-line
commerce experiences through the use of the GlobalPC Device.
We believe that period-to-period comparisons of our operating results are
not necessarily meaningful and should not be relied upon as indications of
future performance because of
- our closing of the network marketing sales operations;
- our sale of our public safety software business division;
- the rapidly evolving nature of business relating to the Internet and
computing devices; and
- our lack operating history in our business of developing and selling
the GlobalPC Device.
We have to manage our potential growth with a new management team and we
depend on key personnel to make our business successful. We anticipate that
expansion of our infrastructure, development of the GlobalPC Device product and
the need to establish and maintain relationships with mass merchandise retailers
will be required to address potential growth in our customer base and market
opportunities. We expect this expansion will place a significant strain on our
management, operational and financial resources, and is expected to continue to
do so.
Certain members of our management, including our Chairman of the Board,
Chief Executive Officer, President and Chief Financial Officer, have joined us
within the last twelve to fourteen months. Also certain key personnel came to us
from GlobalPC when we acquired its assets in December 1999. Our new employees
include a number of key managerial, engineering, marketing, planning, technical
and operations personnel who have not yet been fully integrated into our
company, and we expect to add additional key personnel in the near future.
A-9
<PAGE>
To manage the expected growth of our operations and personnel, we will be
required to improve existing operational and financial systems and controls,
implement new ones, and expand, train and manage our growing employee base. We
also will be required to expand our finance, administrative, marketing and
operations staff. Further, we may be required to enter into relationships with
various strategic partners, retailers, manufacturers, suppliers and vendors,
licensors and other third parties necessary to the maintenance and growth of our
business. There can be no assurance that our current and planned personnel,
systems, procedures and controls will be adequate to support our future
operations, or that our management will be able to identify and exploit existing
and potential strategic relationships and market opportunities. Our failure to
manage growth effectively could have a material adverse effect on our business,
results of operations and financial condition.
Our performance is substantially dependent on the continued services and on
the performance of our senior management and other key personnel. Our
performance also depends on our ability to retain and motivate our other
officers and key employees. The loss of the services of any of our executive
officers or other key employees could delay our ability to roll out our GlobalPC
Device as we plan and we could lose momentum and credibility because of these
delays. This would have a material adverse effect on our business, results of
operations and financial condition.
We maintain no "key person" life insurance policies on any of our
personnel. Our current management does not have significant experience in
operating a publicly traded company. Our future success also depends on our
ability to hire, train, retain and motivate other highly skilled personnel
including management, investor relations, engineering, technical, managerial,
marketing and customer service personnel. Competition for such personnel is
intense, and there can be no assurance that we will be able to successfully
attract, integrate or retain sufficiently qualified personnel. Our failure to
retain and attract the necessary personnel could have a material adverse effect
on our business, results of operations and financial condition.
There are frequent changes in the market for our products and services and
interest in our products may be lost. The markets for our products and services
are characterized by rapid technological change and frequent introductions of
new products and services. Our ability to compete will depend on our ability to
adapt, enhance and improve our existing products and services, and to develop
and introduce the GlobalPC Device and our services in a timely and
cost-competitive manner. We are also concentrating our substantially all of our
efforts on the marketing and sale of the GlobalPC Device and Internet access
services to users of the GlobalPC Device. We cannot predict whether or not our
competitors will develop services or products that will render ours outmoded or
otherwise less marketable, or whether we will be able to enhance and adapt our
products and services successfully. Any one of these factors may render one or
more of our products or services obsolete. Other companies may be developing
products or services of which we are unaware and which may be similar or
superior to some or all of the products and services we offer.
MyTurn.com will substantially rely on the GEOS(R) License and other
licenses to develop and sell its Global PC Device. MyTurn.com will rely
substantially on its Technology License Agreement with Geoworks Corporation
("Geoworks"), for a non-transferable license for the GEOS(R) operating software
embedded in GlobalPC Device. This license will be for a term
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expiring on December 31, 2004 but may be renewed for at least one year terms on
mutually agreeable terms if MyTurn.com meets certain royalty payment thresholds.
Also, the license for the GEOS(R) software, specifically for use embedded in
personal computers and Internet devices, such as MyTurn.com's GlobalPC Device
product, among other things, will be exclusive to MyTurn.com so long as
MyTurn.com maintains certain royalty payment and other performance thresholds.
MyTurn.com cannot assure it will be able to meet the thresholds and perform its
obligations to obtain and maintain exclusivity or even to keep the license.
If MyTurn.com loses the license for the GEOS(R) software, it will be unable
to manufacture or sell the GlobalPC Device. If Compu-DAWN loses the exclusive
right to use GEOS(R) software in GlobalPC Devices, it could face intense
competition from substantially the same type of products which could contain the
GEOS(R) software.
MyTurn.com is relying on the successful marketing sale and use of the
GlobalPC Device for the near future to develop and grow its operations.
MyTurn.com does not have any other products which it currently sells other than
Internet access service. MyTurn.com has not identified any other products which
it anticipates developing and bringing to market in the forseeable future. If
MyTurn.com is unable to sell the GlobalPC Device or its market share drops
because of competition from products using the GEOS(R) software or other
technology, MyTurn.com will suffer a material adverse effect on its business,
operation and prospects.
MyTurn.com also has a non-transferable, exclusive sublicense from a
third-party for the GEOS(R) operating system for use in hard disk or other
non-solid state mass storage devices. The sublicense does not cover certain
markets which MyTurn.com believes will not meaningfully compete with MyTurn.com.
The sublicense is for a term expiring on December 31, 2003, but may be renewed
for successive one year terms if certain conditions for exclusivity are met. The
sublicense will be exclusive so long as MyTurn.com maintains certain royalty
payments and other performance thresholds. MyTurn.com cannot assure it will be
able to meet the thresholds of, and perform its obligations under, the
sublicense, or maintain the exclusivity of, or even keep the sublicense. The
sublicense is also subject to the license between Geoworks and that third party
being in effect during the term of the sublicense. If MyTurn.com loses the
sublicense, the roll out of the GlobalPC Device could be delayed until
approximately the end of 2000.
We may not be able to continue to grow our business if we suffer problems
in developing and identifying new products. All the risks inherent in developing
or identifying new products and services will accompany our development efforts.
These risks include:
- unanticipated delays;
- expenses and technical problems associated with the manufacture of
technology- related products; and
- the research, marketing and other risks related to the launching of
new services and products.
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We cannot assure you that
- we can develop additional products or services or identify services or
products of other parties which we would like to develop and sell
within a reasonable time period;
- we will have sufficient resources to complete that development;
- we will have access to sufficient funding to complete development;
- and we can make economically reasonable arrangements for the
completion of new products or the introduction of new services by
third parties.
Therefore, we can make no assurances as to when, or whether, new products and/or
services will be successfully developed and brought to the market or will become
available.
Emerging GlobalPC Device market may adversely effect product acceptance.
The market for our GlobalPC Device is a relatively new and growing niche in the
personal computing industry. If our GlobalPC Device does not obtain and maintain
a proportionate degree of acceptance or the market for it fails to grow or grows
more slowly than anticipated, or if we are unable to adapt our GlobalPC Device
to meet changing customer requirements or technological changes in this emerging
market, our business, operating results and financial condition could be
materially adversely affected.
The success of our business depends on a developing market and is dependent
on continued growth of Internet communication and online commerce. Rapid growth
in the use of, and interest in, the World Wide Web, the Internet and other
online services is a recent phenomenon. There can be no assurance that this
acceptance and use will continue to develop, nor can there be any assurance that
a sufficiently broad base of the consumers we target will adopt, and continue to
use, the Internet as a medium of commerce. The Internet may prove not to be a
viable means of conducting commerce or communications for a number of reasons,
including potentially unreliable network infrastructure and poor performance. In
addition, if the Internet continues to experience significant growth in the
number of users and level of use, the Internet infrastructure may not be able to
support the demands placed on it by such growth. Furthermore, the World Wide Web
has experienced a variety of outages and other delays, and could face such
outages and delays in the future, including outages and delays resulting from
Year 2000 and other problems. These outages and delays could adversely affect
the level of Internet use. The Internet could lose its viability due to delays
in the development or adoption of new standards and protocols to handle
increased levels of activity, or due to increased governmental regulation.
Even if the infrastructure, standards or protocols are developed and the
Internet continues to be a viable commercial marketplace in the long term, we
might need to incur substantial expenditures in order to adapt our Internet
service and GlobalPC Device to changing Web technologies, which could have a
material adverse effect on our business, results of operations and financial
condition. The Internet may also lose viability or flexibility as a marketplace
due to
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increased governmental regulation. Furthermore, changes in, or insufficient
availability of, telecommunications services to support the Internet or other
online services also could result in slower response times and adversely affect
usage of the Internet and other online services generally.
We face intense competition for our products and services. The markets for
our GlobalPC Device and Internet products and services are intensely
competitive. We compete directly with
- companies that manufacture and sell personal computers, Internet
access and web tv products;
- and providers of Internet access services.
Many of our competitors have much greater name recognition and financial
resources than we do. In addition, Internet access products and services and
personal computers can be purchased in a wide variety of channels of
distribution. Our product offerings in each product category are also relatively
small compared to the wide variety of products offered by many other Internet
service providers and hardware and software manufacturers. There can be no
assurance that our business and results of operations will not be affected
materially by market conditions and competition in the future.
Many of the our current and potential competitors in all of our markets
have longer operating histories, larger customer bases, and significantly
greater financial, marketing, technical and other resources than we do.
Furthermore, some of these competitors enjoy greater brand recognition than we
do. In addition, certain of our competition may be acquired by, receive
investments from, or enter into, other commercial relationships with larger,
well-established and well-financed companies as use of the Internet and other
online services increases. We cannot assure you that we will be able to compete
successfully against current and future competitors.
We face risks associated with information disseminated through our Internet
access service. The law relating to the liability of online service companies
for information carried on or disseminated through their services is currently
unsettled. It is possible that claims could be made against Internet access and
online service companies for defamation, libel, invasion of privacy, negligence,
copyright or trademark infringement, or other theories based on the nature and
content of the materials disseminated through their services. In addition,
legislation has been proposed that prohibits or imposes liability for the
transmission over the Internet of certain types of information. The potential
that we and other Internet access and online services providers could be exposed
to liability for information carried on or disseminated through Internet access
and online services could require us to take measures to reduce that exposure.
These measures may require that we spend substantial amounts of money and/or to
consider discontinuing certain service offerings. Furthermore, the increased
attention focused upon liability issues as a result of these lawsuits and
legislative proposals could impede the growth of Internet use. While we carry
liability insurance, it may not be adequate to fully compensate us in the event
we become liable for information carried on or disseminated through our service.
Any costs not covered by insurance incurred as a result of such liability or
asserted liability could have a material adverse effect on our business, results
of operations and financial condition.
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Our business may be hindered or restricted by governmental regulation and
legal uncertainties. We are not currently subject to direct federal, state or
local regulation, and laws or regulations applicable to access to or commerce on
the Internet, other than regulations applicable to businesses generally.
However, due to the increasing popularity and use of the Internet and other
online services, it is possible that a number of laws and regulations may be
adopted with respect to the Internet or other online services covering issues
such as
- user privacy;
- freedom of expression;
- pricing;
- content and quality of products and services;
- taxation;
- advertising;
- intellectual property rights; and
- information security.
The adoption of any such laws or regulations might also slow down the growth of
Internet use, which in turn could eliminate or decrease the demand for our
GlobalPC Device and Internet services, increase our cost of doing business or in
some other manner have a material adverse effect on our business, results of
operations and financial condition.
In addition, the applicability to the Internet of existing laws governing
issues such as property ownership, copyrights and other intellectual property
issues, taxation, libel, and personal privacy is uncertain. The vast majority of
such laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not address the unique issues raised by use of
the Internet and related technologies. We cannot predict whether the federal
government or one or more states will attempt to impose these laws upon us in
the future or whether such imposition will have a material adverse effect on our
business, results of operations and financial condition.
Several states have also proposed legislation that would limit the uses of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission also initiated actions
against one online service provider regarding the manner in which personal
information is collected from users and provided to third parties. That action
was settled with the provider having to provide certain notices and following
certain procedures to ask for and get personal information from users. Changes
to existing laws or the passage of new laws intended to address these issues
could create uncertainty in the marketplace that could reduce demand for our
services or increase the cost of doing business, or could in some other manner
have a material adverse effect on our business, results of operations and
financial condition.
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Any such new legislation or regulation, or the application of laws or
regulations from jurisdictions whose laws do not currently apply to MyTurn.com's
business, could have a material adverse effect on Myturn.com's business, results
of operations and financial condition.
MyTurn.com is qualified to do business in Delaware, New York, Florida and
Georgia in the United States. We plan to qualify as a foreign corporation in
California. Our failure to qualify as a foreign corporation in a jurisdiction
where we are required to do so could subject us to taxes and penalties for the
failure to qualify, and could result in our being unable to enforce contracts in
those jurisdictions.
We may face Year 2000 problems within our business and in the businesses of
important suppliers and licensors. Many currently installed computer systems and
software products are coded to accept only two-digit entries in the date code
field. Beginning on January 1, 2000, these code fields had to accept four-digit
entries to distinguish 21st century dates from 20th century dates. Even though
the Year 2000 has begun, many companies' software and/or computer systems may
still have to be upgraded or replaced in order to correctly process dates
beginning in 2000 and to comply with the Year 2000 requirements. We may not
accurately identify all potential Year 2000 problems within our business and in
our GlobalPC Device technology, and the corrective measures we may implement may
be ineffective of incomplete. Any such problems could interrupt our operations
and could have a material adverse effect on our business, results of operations
and financial condition. Similar problems and consequences could result if any
of our key licensors such as Geoworks, vendors and suppliers, such as Internet
service providers, and the manufacturer of our GlobalPC Device experience Year
2000 problems. We also cannot control or otherwise predict the Year 2000
compliance of federal, state and local governments, utility companies and other
parties unrelated to us that could impact our operations.
We have no manufacturing experience and if we lose any manufacturer of the
GlobalPC Device it could cause use delay in filling orders. MyTurn.com has no
experience in manufacturing products and does not intend to establish its own
manufacturing operations.
GlobalPC Device will be manufactured for us by a contract manufacturer. We
expect to have a manufacturing agreement with a manufacturer in the first
quarter of 2000 but we cannot assure this. We believe that if we enter into a
relationship with a manufacturer, and we lose such manufacturer and have to
secure another manufacturer, which we believe will be readily available, to
manufacture the GlobalPC Device to our specifications, we could experience a
delay of approximately 90 days in replenishing inventory. If inventory levels
are low, this could delay the filing of orders. This in turn, could erode
customer and relationships and confidence, and cause us to lose customers and
orders from customers.
Risks relating to the GlobalPC acquisition and future unspecified
acquisitions.
In connection with our recent acquisition of the GlobalPC assets, we cannot
be certain that
- we will successfully integrate those assets into our planned
operations;
- all the benefits expected from such integration will be realized;
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- delays or unexpected costs related to the integration will not have a
detrimental affect on implementing our business plan, operating
results or financial condition; and
- we will not lose key personnel.
Also, the technology related to the GlobalPC Device has not been fully tested or
sold to consumers. We are therefore subject to numerous risks inherent in
developmental technology, plus the additional high level of risk associated with
high technology industries.
We are exploring and will continue to explore opportunities to add or
acquire
- technology or products consistent with our current product line; and
- businesses that make and/or market products or services not in our
current line of business.
To that end, we have entered into a letter of intent with Breadbox Computer
Company to acquire certain software licenses and contracts. We have not entered
into a contract with Breadbox and we cannot assure that this transaction will
close. In this transaction and any other opportunity that involves the
acquisition of assets or a business, we are subject to the same risks described
above. Furthermore, these acquisitions may require us to obtain additional
financing from banks or other financial institutions or to undertake debt or
equity financing. We cannot assure you that we will be able to obtain financing
on commercially reasonable terms or at all. Also, equity financing will result
in a dilution to our existing stockholders; that is, the number of Common Shares
that you own will represent a smaller percentage of our outstanding Common
Shares. The degree of dilution may be significant. In the case of debt
financing, we run the risks of interest rate fluctuations and insufficiency of
cash flow to pay principal and interest, along with other risks traditionally
associated with incurring indebtedness.
We will usually accomplish acquisitions without prior stockholder approval.
The Board of Directors will decide whether any opportunity to add technology,
products or a business is in the best interest of our stockholders. We cannot be
certain that any such opportunities will arise, or that, if they do, we will be
able to reach an agreement on terms acceptable to us. In most cases, an
acquisition will be concluded without stockholder approval and our stockholders
will not have an opportunity to review the financial statements of, or other
information relating to, the acquisition candidate. Although we will attempt to
evaluate the risks inherent in a particular acquisition, we cannot be certain
that we will properly ascertain or assess such significant risk factors.
Control by management and certain stockholders. Our directors and executive
officers beneficially own approximately 4.62% of our outstanding Common Shares
prior to any sale of the Common Shares offered hereby. If certain of the
executive officers and directors exercised options which are currently
exercisable, or become exercisable within 60 days, they would own approximately
35.46% of MyTurn.com's outstanding Common Shares, giving effect to the exercise
of those options. Certain executive officers and directors also hold options
which become exercisable in more than 60 days to purchase approximately
1,144,962 Common Shares of MyTurn.com, Inc.
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Thus, these persons, if acting together, may have the potential voting
strength to exert significant influence over the election of our directors and
over other matters submitted to our stockholders for approval.
Nasdaq listing rules that could affect common stock. Our common stock is
currently traded on the Nasdaq SmallCap Market. If we are unable to satisfy the
requirements for continued quotation on that market, trading of our common stock
would be conducted in the over-the-counter market, in what is commonly referred
to as the "pink sheets" or on the NASD OTC Electronic Bulletin Board. If the
Common Shares you acquire under this prospectus is traded only in the "pink
sheets" or on the Electronic Bulletin Board, you may find it more difficult to
dispose of the Common Shares or obtain accurate quotations as to their price.
For continued listing on the Nasdaq SmallCap Market, we are required to
have, among other things, all of the following:
- either net tangible assets of $2,000,000, or market capitalization of
$35,000,000, or net income for two of the last three fiscal years of
$500,000;
- minimum market value or public float of $1,000,000; and
- minimum bid price of $1.00 per share
Nasdaq also requires that we have at least two independent directors and an
Audit Committee, a majority of whose members must also be independent directors.
Although we currently satisfy the net tangible assets / market capitalization /
net income requirements and there is no assurance we will continue to satisfy
those requirements and any other requirement in the short term or the long term.
If we do not develop meaningful operations relating to the sale of the GlobalPC
Device or other business and we do not sustain operations at a meaningful level,
we may fail satisfy and maintain the continued listing criteria for the Nasdaq
SmallCap Market. In such case, we will, in all likelihood, be delisted from
Nasdaq.
"Penny Stock" rules that could effect common stock. The SEC has regulations
that generally define "penny stock" to be common stock that has a market price
of less than $5.00 per share. Over the past 12 months our common stock has
traded both above and below $5.00 per share. Our common stock currently trades
above $5.00 a share and there is no assurance that it will remain higher than or
at $5.00 a share. Our common stock offered is authorized for quotation on the
Nasdaq SmallCap Market, therefore it is exempt from the definition of "penny
stock." However, if our common stock is removed from the SmallCap Market at any
time, then, if the market price is below $5.00 per share it will be subject to
rules that impose additional sales practice requirements. The "penny stock"
rules may restrict the ability of broker-dealers to sell our common stock, and
the penny stock rules may affect your ability to sell our common stock in the
secondary market as well as the price at which such sales can be made. Also,
some brokerage firms will decide not to effect transactions in "penny stocks"
and it is unlikely that any bank or financial institution will accept "penny
stock" as collateral.
For transactions covered by these rules, the broker-dealer must make a
special determination that a purchaser is suitable to purchase the common stock
and must have received the purchaser's written consent to the transaction prior
to the purchase. The "penny stock" rules also require the
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delivery, prior to the transaction, of a risk disclosure document mandated by
the SEC relating to the penny stock market. The broker-dealer must also disclose
(a) the commission payable to both the broker-dealer and the registered
representative, (b) current quotations for the common stock, and (c) if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker- dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks. These
rules would apply to sales by broker-dealers to persons other than established
customers and accredited investors until our common stock trades above $5.00 per
share. Accredited investors are generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse.
Certificate of Incorporation, By-laws and state law provisions that could
adversely affect common stockholders. Our Certificate of Incorporation provides
that a director shall not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director, with certain
exceptions. These provisions may discourage stockholders from suing a director
for breach of fiduciary duty and may reduce the likelihood of derivative
lawsuits against any director. A "derivative lawsuit" is one in which a
stockholder sues an officer or director of the corporation on behalf of the
corporation, claiming that the officer or director did some harm to the
corporation. In addition, our Certificate of Incorporation provides for
mandatory indemnification of directors and officers to the fullest extent
permitted or not prohibited by Delaware law.
Our Certificate of Incorporation also allows us to issue preferred stock
without approval of the holders of common stock. If we issue preferred stock, it
could discourage a third party from buying a majority of our outstanding common
stock. This, in turn, could prevent our stockholders from selling their shares
at a price above the market price. The rights that the holders of common stock
have will be subject to, and may be negatively affected by, the rights that
holders of preferred stock might be given. In addition, our being governed by a
staggered Board of Directors, certain provisions of our By-Laws, and certain
provisions of Delaware law that are applicable to us all could delay or
complicate a merger, tender offer or proxy contest involving us.
We do not expect to pay dividends. We have never paid any dividends on our
common stock and do not intend to in the foreseeable future. We anticipate
retaining any earnings which we may realize in the foreseeable future to finance
our growth.
FORWARD LOOKING STATEMENTS
Certain information contained in this prospectus are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, and is subject to the safe harbor created by that act. MyTurn.com
cautions readers that certain important factors may affect MyTurn.com's actual
results and could cause such results to differ materially from any forward-
looking statements which may be deemed to have been made in this prospectus or
which are otherwise made by or on behalf of MyTurn.com. For this purpose, any
statements contained in this prospectus that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may", "will", "expect", "believe",
"anticipate", "intend", "could", "estimate", "plan", or "continue" or the
negative variations thereof or comparable terminology are intended to identify
forward-looking statements. Factors which may
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affect MyTurn.com's results include, but are not limited to, the risks and
uncertainties associated with the Internet and Internet-related technology and
products, new technology developments, developments and regulation in the
telecommunications industry, the competitive environment within the Internet and
telecommunications industries, the ability to enter into agreements with mass
merchandise retailers and develop other sales outlets for its products, the
ability of MyTurn.com to partner with a hardware manufacturer to produce the
GlobalPC personal computing device, the ability of MyTurn.com to secure
agreements with content providers for its Internet portal, the ability of
MyTurn.com to finalize a network services agreement with a national Internet
Service Provider (ISP) to provide network access, the ability of MyTurn.com to
expand its operations, the level of costs incurred in connection with
MyTurn.com's planned expansion efforts, unascertainable risks related to
possible unspecified acquisitions, the competence required and experience of
management, the risk of loss of management and personnel, economic conditions,
and the ability of MyTurn.com to raise additional capital which will be required
within the next three months to continue to develop and sustain its business at
current levels and to implement MyTurn.com's business plan and generate revenue.
MyTurn.com is also subject to other risks detailed herein or detailed from time
to time in MyTurn.com's Securities and Exchange Commission ("SEC") filings.
Readers are also urged to carefully review and consider the various disclosures
made by MyTurn.com which attempt to advise interested parties of the factors
which affect MyTurn.com's business, including, without limitation, the
disclosures made under the caption "Risk Factors" of this prospectus. All
references to a fiscal year are to the Company's fiscal year which ends December
31.
SELLING STOCKHOLDERS
The following table sets forth, as of January 31, 2000, to MyTurn.com's
knowledge, certain securities ownership information with respect to the Selling
Shareholders:
<TABLE>
<CAPTION>
Common Shares to
Common Shares Number of Common be Beneficially
Beneficially Owned Shares Offered Owned After
Name Before Offering(1) for Sale Offering
---- ------------------ -------- ------------------------
Percent of
Number Outstanding
------ -----------
<S> <C> <C> <C> <C>
R.E. (Teddy) Turner, IV 767,169(2) 75,000 692,169(2) 8.19%
Rudy Theale 1,273,999(3) 75,000 1,198,999(3) 13.3%
Paul Danner 534,666(4) 40,000 494,666(4) 5.94%
Chris Liston 302,429(5) 35,000 267,429(5) 3.30%
David Greenspan 233,666(6) 32,000 201,666(6) 2.51%
Louis Libin 389,068(7) 10,000 379,068(7) 4.63%
Harold Lazarus 34,667(8) 10,000 24,667(8) *
</TABLE>
* Less than 1%
1 Unless otherwise noted, MyTurn.com believes that all persons named above
have sole voting and investment power with respect to all Common Shares
beneficially owned by them, subject to community property laws, where
applicable. A person is deemed to be the beneficial owner of
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securities that can be acquired by such person within 60 days from January
31, 2000 upon the exercise of options. Each beneficial owner's percentage
ownership is determined by assuming that options that are held by such
person (but not those held by any other person) and which are exercisable
within 60 days from January 31, 2000 have been exercised.
2 Includes 616,049 shares issuable to Mr. Turner upon the exercise of options
currently exercisable or exercisable within 60 days.
3 Includes 1,178,999 shares issuable to Mr. Theale upon the exercise of
options currently exercisable or exercisable within 60 days.
4 Represents 491,666 shares issuable to Mr. Danner upon the exercise of
options currently exercisable or exercisable within 60 days and 3,000
shares held by Mr. Danner as custodian for his children.
5 Represents 267,429 shares issuable to Mr. Liston upon the exercise of
options currently exercisable or exercisable within 60 days.
6 Includes 201,666 shares issuable to Mr. Greenspan upon the exercise of
options currently exercisable or exercisable within 60 days.
7 Includes 353,068 shares issuable to Mr. Libin upon the exercise of options
currently exercisable or exercisable within 60 days.
8 Represents 24,667 shares issuable to Dr. Lazarus upon the exercise of
options currently exercisable or exercisable within 60 days.
There are no commitments pursuant to which MyTurn.com will receive any
proceeds from the sale of the Common Shares by the Selling Shareholders.
To MyTurn.com's knowledge, no Selling Shareholder has had any position,
office or other material relationship with MyTurn.com or any of its affiliates
during the past three years (other than as a holder of MyTurn.com's securities),
except that (i) R.E. (Teddy) Turner, IV is the Chairman of the Board and a
Director; (ii) Paul K. Danner is the Chief Executive Officer; (iii) Rudy C.
Theale, Jr. is the President and a Director; (iv) Christopher Liston is the Vice
President Investor Relations and a Director; (v) David Greenspan is the
Secretary and Chief Financial Officer; and (vi) Louis Libin and Harold Lazarus
are Directors.
The Selling Stockholders acquired the Common Shares offered for sale under
this prospectus out of MyTurn.com's 1999 Bonus Pool Plan.
PLAN OF DISTRIBUTION
The Common Shares set forth in the "Selling Shareholders" table may be sold
by the Selling Shareholders, or by pledgees, donees, transferees or other
successors in interest, either pursuant to
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the Registration Statement of which this Prospectus forms a part or, if
available, under Section 4(1) of the Securities Act of 1933, as amened or Rule
144 promulgated thereunder.
To MyTurn.com's knowledge, this offering is not being underwritten.
MyTurn.com believes that the Selling Shareholders, directly through agents
designated from time to time, or through broker-dealers or underwriters also to
be designated (who may purchase as principal and resell for their own account),
may sell the Common Shares from time to time, in or through privately negotiated
transactions, or in one or more transactions, including block transactions, on
the Nasdaq SmallCap Market or on any other market or stock exchange on which the
Common Shares may be listed in the future pursuant to and in accordance with the
applicable rules of such market or exchange or otherwise. The selling price of
the Common Shares may be at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. From
time to time, to the extent permitted by applicable law, the Selling
Shareholders may engage in short sales against the box, puts and calls and other
transactions in securities of MyTurn.com or derivatives thereof, and may sell
and deliver the Common Shares in connection therewith. Further, the Selling
Shareholders are not restricted as to the number of Common Shares which may be
sold at any one time, and it is possible that a significant number of Common
Shares could be sold at the same time, which may have a depressive effect on the
market price of MyTurn.com's Common Shares.
The Selling Shareholders may also pledge Common Shares as collateral for
margin accounts, and such Common Shares could be resold pursuant to the terms of
such accounts. Resales or reoffers of the Common Shares by the Selling
Shareholders must be accompanied by a copy of this Prospectus.
The Selling Shareholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Shares may be deemed to be
underwriters, and any profit on the sale of the Common Shares by them, and any
discounts, commissions or concessions received by them, may be deemed to be
underwriting commissions or discounts under the 1933 Act.
LEGAL MATTERS
Matters relating to the legality of the securities being offered hereby are
being passed upon for MyTurn.com by Certilman Balin Adler & Hyman, LLP, 90
Merrick Avenue, East Meadow, New York 11554.
EXPERTS
The financial statements of MyTurn.com as of December 31, 1996 and for the
years ended December 31, 1998 and 1997 included in the Company's Annual report
on Form 10-KSB as amended by Form 10-KSB/A Amendment No. 1 for the year ended
December 31, 1998 have been audited by Lazar Levine & Company, LLP, independent
certified public accountants, as set forth in their report thereon appearing
therein and are incorporated herein by reference to the Annual Report on Form
10-KSB as amended by Form 10-KSB/A, Amendment No. 1 for the fiscal year ended
December 31, 1998 in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
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ADDITIONAL INFORMATION
MyTurn.com has filed a Registration Statement on Form S-8 (together with
all amendments thereto, the "Registration Statement") with the Commission under
the 1933 Act with respect to the securities offered hereby. This prospectus does
not contain all of the information set forth in the Registration Statement. For
further information with respect to MyTurn.com and the securities offered
hereby, reference is made to the Registration Statement and to the exhibits
filed therewith, copies of which may be obtained upon payment of a fee
prescribed by the Commission, or may be examined free of charge at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Each statement made in this prospectus
referring to a document filed as an exhibit to the Registration Statement is
qualified by reference to the exhibit for a complete statement of its terms and
conditions.
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EXHIBIT 5
February 11, 2000
MyTurn.com, Inc.
333 North First Street
Jacksonville, Florida 32250
Re: Registration of 200,000 Common Shares,
par value $.01 per share, under the
Securities Act of 1933, as amended
Gentlemen:
In our capacity as counsel to MyTurn.com, Inc., a Delaware corporation (the
"Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering the issuance of an
aggregate of 200,000 Common Shares, par value $.01 per share, of the Company
(the "Common Shares") pursuant to a Consulting Agreement dated November 17, 1999
between the Company and Internet Alternatives, Inc. (the "Consulting
Agreement").
In that connection, we have examined the Certificate of Incorporation and
the By- Laws of the Company, each as amended, the Registration Statement and the
Consulting Agreement and are familiar with corporate proceedings of the Company
relating to the issuance of the Common Shares. We have also examined such other
instruments and documents as we deemed relevant under the circumstances.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as original, (ii) the conformity
to the originals of all documents submitted as certified, photostatic or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons, (iv) the due authorization, execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the proceedings of the Board of Directors of all minutes of such
proceedings. We have also assumed that the corporate records furnished to us by
the Company include all corporate proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Common Shares have been duly and validly authorized and, when issued pursuant to
the terms of the Consulting Agreement, will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
<PAGE>
MyTurn.com, Inc.
February 11, 2000
Page 2
This opinion is as of the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in any of the matters set
forth herein.
We are rendering this opinion only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is for your exclusive use only and is to be utilized and
relied upon only in connection with the matters expressly set forth herein.
Very truly yours,
/s/ Certilman Balin Adler & Hyman, LLP
CERTILMAN BALIN ADLER & HYMAN, LLP
EXHIBIT 10.1
AGREEMENT
between
COMPUDAWN, INC.
d/b/a MyTurn.com
(hereinafter referred to as to "the Company")
and
INTERNET ALTERNATIVES, INC.
(hereinafter referred to as the "Consultant")
WHEREAS the Company is a public company involved the development, sale
and marketing of Computers and related items, and its common shares (the
"Shares") are traded on the Nasdaq Small Cap Market;
AND WHEREAS the Consultant provides business consulting services in
product development, distribution, e-commerce test marketing, and the
procurement of Internet traffic and strategic alliances in the e-commerce
industry.
AND WHEREAS the Company has retained the services of the Consultant to
provide ongoing consulting services as outlined in the attached Web Design and
Services Proposal (the "Proposal") and the Consultant has provided and continues
to provide such services to the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto
covenant and agree with each other as follows;
1. The Consultant shall provide consulting services to the Company for a
period of one year from the date of execution of this agreement. For the purpose
of clarification, the consulting services to be provided by the Consultant shall
include, but necessarily be limited to, the following; see attached Proposal.
2. The Company agrees to compensate the Consultant for services rendered to
the Company through the issuance and delivery to the Consultant an aggregate of
200,000 of the Company's Shares by the Company as follows:
(a) 100,000 Shares (i) within five (5) business days after the date of
the effectiveness of the Company's registration statement on Form S-8 (the "Form
S-8") which the Company is required to file pursuant to Paragraph 8 hereof, (ii)
or, at the Consultant's option, within thirty five (35) days after the date
hereof if the Form S-8 has not been filed and declared effective by such time;
(b) 50,000 Shares on the ninetieth (90th) day after the date hereof;
and
(c) 50,000 Shares on the sixth (6th) month anniversary of the date
hereof.
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3. The Company agrees to reimburse the Consultant for proven out-of-pocket
expenses incurred by the Consultant pursuant to the performance of the Company's
duties under the terms of this agreement including but not limited to,
facsimile, postage, printing, photocopying and entertainment, provided that
expenses in excess of $50.00 per item must have been previously approved by the
Company. Reimbursable expenses shall be due and payable when billed to the
Company.
4. The Company agrees to indemnify and save harmless the Consultant and its
sole stockholder from and against any actions, proceedings, claims, judgments
and costs in respect of any matter or thing done or omitted to be done in good
faith (absent negligence) by the Consultant pursuant to the performance of the
Consultant's duties under the terms of this agreement. The Company shall make
available to the Consultant all information concerning the business, assets,
operations and financial condition of the company which the consultant
reasonably requests in connection with the performance of his obligations
hereunder. The Company further covenants that all information supplied to the
Consultant by the Company shall be true, accurate, complete and not misleading,
in all respects. The Consultant may rely on the accuracy of all such information
without independent verification.
5. The term of this agreement shall be two years commencing on the date
hereof.
6. The Company acknowledges the fact that the Consultant represents and may
continue to render consulting services to other companies which may or may not
have policies and conduct activities similar to those of the Company.
7. The Consultant shall not be required to devote any minimum or specific
expenditure of time in performing the services delineated in this Section
provided that the Consultant be reasonably accessible to the Company and shall
devote such efforts to the effective performance of such services as may be
commensurate therewith.
8. Immediately upon the execution hereof, the Company agrees that it will
commence the preparation of a Form S-8 to register (i) the issuance of the
Shares being issued by the Company to the Consultant in connection herewith if
such Shares are issued after the effective date of the Form S-8 or (ii) the
resale of Shares being issued by the Company to the Consultant in connection
herewith if such Shares are issued prior to the effective date of the Form S-8.
The Company shall file such registration statement within twenty (20) days
following the date hereof (the "Registration Period"). In connection with the
agreement made in favor of the Consultant herein, the Company represents that
(i) it is a reporting company under the Securities and Exchange Act of 1934, as
amended, (the "Exchange Act"), (ii) it has filed all reports it is required to
file under the Exchange Act during the twelve month period immediately preceding
this Agreement and hereby covenants with and to the Consultant that it will file
all such reports it is required to file under the Exchange Act during the twelve
month period immediately preceding this
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<PAGE>
Agreement and hereby covenants with and to the Consultant that it will file all
such reports it is required to file thereunder within the time period prescribed
therefore under the Exchange Act, and (iii) it will not enter into any agreement
which will in any way conflict or interfere with the Consultant's rights
hereunder without first obtaining the written consent of the Consultant to
entering such agreement, which consent the Consultant shall not unreasonably
withhold.
9. The parties hereto agree that all final decisions with respect to
consultation, advice and services rendered by the Consultant to the Company
shall rest exclusively with the Company and the Consultant covenants not to
release any printed material relating to the Company into the public domain
without the consent of the Company. The Company further convenants to cooperate
fully and timely with the Consultant to enable the Consultant to perform its
obligations hereunder.
10. The Consultant hereby represents and warrants to the Company:
(a) It is a corporation duly organized and validity existing
under the laws of the Bahamas. It is qualified as a foreign corporation in all
jurisdictions where it is required to so qualify. It has full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations and further approvals are necessary.
(b) The execution, delivery and performance of this Agreement
by the Consultant has been duly authorized by the Consultant's Board of
Directors, and no further approvals are necessary.
(c) That neither the execution of this Agreement nor
performance hereunder will (i) violate, conflict with or result in a breach of
any provisions of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under the terms, conditions
or provisions of the consultant's Certificate of Incorporation or By-laws, or
any contract, agreement or other instrument or obligation to which the
consultant is a party, or by which it may be bound, or (ii) violate any order,
judgment, writ, injunction or decree applicable to the Consultant.
(d) All of the Consultant's issued and outstanding capital
shares are beneficially owned by one natural person, Maryann Klemm (the "Sole
Stockholder"). The Sole Stockholder owns such capital stock directly and not as
a nominee for any other person or entity. The Consultant meets the definition of
"employee" of the Company under Form S-8 General Instruction A(1)(a)(1), and as
such, the Consultant is eligible to be issued, and/or to sell securities
registered on a registration statement on Form S-8.
(e) In connection with the acquisition of the Shares by the
Consultant from the Company, and the issuance of such Shares by the Company to
the Consultant, if the Shares are issued prior to the effective date of the Form
S-8, the Consultant does hereby represent and warrant to the Company as follows:
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<PAGE>
(i) Acquisition for Account. The Consultant represents and
warrants that the Shares purchased by it are being acquired for
its
own account, for investment purposes and not with a view to any
distribution within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). The Consultant will not sell,
assign, mortgage, pledge, hypothecate, transfer or otherwise
dispose of any of the Shares unless (A) a registration statement
under the Securities Act with respect thereto is in effect and
the prospectus included therein meets the requirements of Section
10 of the Securities Act, or (B) the Company has received a
written opinion of its counsel that, after an investigation of
the relevant facts, such counsel is of the opinion that such
proposed sale, assignment, mortgage, pledge, hypothecation,
transfer or disposition does not require registration under the
Securities Act or any state securities law.
(ii) No Registration. The Consultant understands that the
issuance of the Shares is not being registered under the
Securities Act and the Shares must be held indefinitely unless
they are subsequently registered thereunder or an exemption from
such registration is available.
(iii) Investor Status. The Consultant represents and
warrants further that (A) it is either an "accredited investor,"
as such term is defined in Rule 501(a) promulgated under the
Securities Act, or, either alone or with its purchaser
representative, has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits
and risks of the acquisition of the Shares; (B) it is able to
bear the economic risks of an investment in the Shares,
including, without limitation, the risk of the loss of part or
all of its investment and the inability to sell or transfer the
Shares for an indefinite period of time; (C) it has adequate
financial means of providing for current needs and contingencies
and has no need for liquidity in its investment in the Shares;
and (D) it does not have an overall commitment to investments
which are not readily marketable that is excessive in proportion
to net worth and an investment in the Shares will not cause such
overall commitment to become excessive.
(iv) Review of Material. The Consultant has reviewed the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998, the Company's Quarterly Reports on Form 10-QSB
for the three-month periods ended March 31 and June 30, 1999 and
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<PAGE>
the Company's Current Reports on Form 8-K for events dated May
12, June 9, June 29, July 6, July 27, and October 12, 1999 and
has been afforded the opportunity to obtain such information
regarding the Company as it has reasonably requested to evaluate
the merits and risks of the Consultant's investment in the
Shares. No oral or written representations have been made or oral
information furnished to the Consultant or its advisers in
connection with the investment in the Shares.
(v) Legend. The Consultant acknowledges that the following
restrictive legend will be placed on any instrument, certificate
or other document evidencing the Shares:
"The shares represented by this certificate have not
been registered under the Securities Act of 1933.
These shares have been acquired for investment and
not for distribution. They may not be sold, assigned,
mortgaged, pledged, hypothecated, transferred or
otherwise disposed of without an effective
registration statement for such shares under the
Securities Act of 1933 or an opinion of counsel for
the Company that registration is not required under
such Act."
(vi) Company Reliance. The Consultant acknowledges that
counsel to the Company will be relying, and may rely, upon the
foregoing in connection with its opinion of counsel with regard
to the issuance of the Shares to the Consultant and any
subsequent transfer of the Shares by the Consultant and agrees to
advise the Company and the Company's counsel in writing in the
event of any change in any of the foregoing.
(vii) Confirmation of Representations. If the Company
requires, the Consultant will reconfirm the foregoing
representations, with such additions to Paragraph (a)(iv) to
reflect additional review material, if any, at the time of
issuance.
11. The Consultant and the Sole Stockholder, jointly and severally, agrees
to indemnify, hold harmless and defend, the Company and each of its directors
and officers against any and all liabilities, damages, claims actions or
proceedings whatsoever (and all costs and expenses of defending against same or
enforcing this provision) (collectively, the "Claims") suffered by, or brought
against, such indemnified party(ies) arising out of any breach of the
Consultant's representations contained in paragraphs 10(d) and (e) hereof. In
addition, the Consultant shall indemnify such indemnified party(ies) against any
and all Claims suffered or brought against such indemnified party(ies) arising
out of any breach of the Consultant's representations in paragraphs 10(a), (b)
and (c) hereof.
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<PAGE>
This paragraph does not limit any other remedies the Company or any other
indemnified party may have under this agreement or otherwise at law or in equity
for breach of such representations or any other provisions hereof.
12. The Consultant is retained by the Company only for the purposes and to
the extent set forth in this Agreement, and its relationship is that of an
independent contractor.
13. Time shall be of the essence of this agreement and every part thereof
and no extensions or variations of this agreement shall operate as a waiver of
this provision.
14. (a) The Consultant agrees that it at all times hereafter will hold in a
fiduciary capacity and in strict confidence all information, data and documents
received from the Company (collectively, "Information") and will not, without
the consent of the Company, use or disclose, directly or indirectly, the
Information in any manner whatsoever, in whole or in part during and after the
term of this Agreement. Notwithstanding the foregoing, the obligations under
this paragraph 14(a) to maintain such confidentiality shall not apply to any
Information (i) that is in the public domain at the time furnished by the
Company, (ii) that becomes in the public domain thereafter through any means
other than as a result of any act of the Consultant or which constitutes a
breach of this Agreement, or (iii) that is required by applicable law to be
disclosed by the Consultant.
(b) The parties agree that the remedy at law in any breach or threatened
breach of the provisions of paragraph 14(a) will be inadequate and the Company
shall, in addition to any other remedies under this agreement or otherwise which
it may have, be entitled to injunctive relief to compel the Consultant to
perform or refrain from action required or prohibited thereunder.
15. Notwithstanding anything to the contrary in this Agreement or the
attached Proposal, the Company shall not be required to pay the Consultant any
compensation for the Consultant's services described in this Agreement,
including without limitation those described in the attached Proposal, except
for the Shares as provided in paragraph 2 hereof.
16. This Agreement sets forth the entire agreement between the parties with
respect to the subject matter hereof. This Agreement is binding on the parties
and their respective successors and assigns, provided however that the
Consultant may not assign this agreement without the prior written consent of
the Company. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida. The Consultant and the Company both agree to
binding arbitration in the event that a dispute arises regarding the time of
issuance and manner of delivery to the Consultant of the Shares in the Company.
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<PAGE>
17. Notices shall be addressed to Internet Alternatives, Inc. at;
Internet Alternatives, Inc.
Euro Canadian Center
PO Box N-3742
Nassau, Bahamas
Notices shall be addressed to CompuDawn, Inc. at:
CompuDawn, Inc.
333 First North Street, Suite 200
Jacksonville Beach, Florida 32250
Attention: Chairman of the Board
Notices shall be addressed to Mary Ann Klemm at:
Mary Ann Klemm
c/o Internet Alternatives, Inc.
Euro Canadian Center
P.O. Box N-3742
Nassau, Bahamas
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<PAGE>
IN WITNESS WHEREOF the parties have caused their duly authorized
officers to execute this agreement this 17th day of November 1999.
COMPU-DAWN, INC.
d/b/a MyTurn.com
By: /s/ Rudy C. Theale
---------------------------------
INTERNET ALTERNATIVES, INC.
By: /s/ Maryann Klemm
---------------------------------
WITH RESPECT TO SECTION 11 ONLY:
/s/ Maryann Klemm
---------------------------------
MARYANN KLEMM
8
<PAGE>
EXHIBIT 10.2
COMPU-DAWN, INC.
1999 BONUS POOL PLAN
Compu-DAWN, Inc., a Delaware corporation (the "Company"), has
established the 1999 Bonus Pool Plan in order to award members of its executive
management and directors for outstanding services to the Company in 1999 and to
further incentivise its executives and directors and continue to provide
outstanding services to the Company in the future. Provided each Recipient is an
officer or a director of the Company on January 1, 2000, and subject to the
following conditions, the Company shall award and distribute to the following
persons (each a "Recipient") the following number of Common Shares out of the
Company's treasury, as soon as is practicably possible after January 1, 2000.
Name Number of Common Shares
---- -----------------------
R.E. (Teddy) Turner IV 75,000
Rudy Theale, Jr. 75,000
Paul Danner 40,000
Chris Liston 35,000
David Greenspan 32,000
Louis Libin 10,000
Harold Lazarus 10,000
--------
Total 277,000
The Common Shares to be awarded under this 1999 Bonus Pool Plan have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"). The Common Shares shall only be issued to each Recipient if
the Company is satisfied with respect to each respective Recipient that such
Recipient is acquiring the Common Shares for his own account, for investment
purposes and not with a view to any distribution and that such Recipient will
not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose
of any of the Common Shares unless (a) a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect thereto
is in effect and the prospectus included therein meets the requirements of
Section 10 of the Securities Act, or (b) the Company has received a written
opinion of its counsel that, after an investigation of the relevant facts, such
counsel is of the opinion that such proposed sale, assignment, mortgage, pledge,
hypothecation, transfer or disposition does not require registration under the
Securities Act.
Additionally, a restrictive legend will be placed on any instrument,
certificate or other document evidencing the Common Shares in, or substantially
in, the following form:
<PAGE>
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 and may not be
sold, transferred, pledged, hypothecated or otherwise disposed
of in the absence of (i) an effective registration statement
for such securities under said act or (ii) an opinion of
Company counsel that such registration is not required."
This 1999 Bonus Pool Plan was duly adopted by the Board of Directors of
the Company on December 2, 1999.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference, in MyTurn.com, Inc.'s
Registration Statement on Form S-8, of our report dated February 25, 1999
(except as to Note 12 which is dated March 4, 1999 and Note 13, which is dated
July 2, 1999) which appears on page F-2 of the Annual Report on Form 10-KSB of
MyTurn.com, Inc. (f/k/a Compu-DAWN, Inc.) for the year ended December 31, 1998
and on page F-2 of the amendment to the Annual Report on Form 10-KSB/A,
Amendment No. 1 of MyTurn.com, Inc. for the year ended December 31, 1998.
New York, New York
February 11, 2000
/s/ LAZAR LEVINE & FELIX LLP
-----------------------------
LAZAR LEVINE & FELIX LLP
