JVWEB INC, 424B2, 1998-06-02

JVWEB INC
424B2, 1998-06-02
BUSINESS SERVICES, NEC

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As Filed Pursuant to Rule 424(b)(2)
Registration No. 333-43379

PROSPECTUS
JVWEB INC.
350,000 Shares of Common Stock
1,500,000 Class A Warrants
3,000,000 Class B Warrants
3,000,000 Class C Warrants

This Prospectus relates to the distribution (the "Distribution") by LS
Capital Corporation, a Delaware corporation ("LS Capital"), to holders of record
of LS Capital common stock at the close of business on March 31, 1998 (the
"Record Date") of certain securities of JVWeb, Inc., a Delaware corporation (the
"Company"). The securities to be distributed include approximately 277,050
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), and approximately 1,108,200 redeemable common stock purchase warrants
(the "Class A Warrants") entitling the holders thereof to acquire an aggregate
of 1,108,200 shares of Common Stock at a per-share price of $1.00. The Common
Stock and Class A Warrants comprising the Distribution are detachable and can be
traded separately immediately upon issuance. See "DESCRIPTION OF CAPITAL STOCK."
The Company is a new company formed to pursue electronic commerce opportunities.
See "BUSINESS."

The Company currently has outstanding 7.05 million shares of Common
Stock, par value $.01 per share. The Distribution consists of approximately
277,050 shares of Common Stock and approximately 1,108,200 Class A Warrants. The
exact numbers will depend upon final information provided by LS Capital's
transfer agent, although exact numbers are expected to differ only slightly, if
at all.The shares to be distributed will constitute approximately 3.93% of the
outstanding shares of Common Stock of the Company as of the date of the
Distribution. If all of the Class A Warrants being distributed are exercised,
the number of shares of the Common Stock being distributed (after taking into
account the exercises of the Class A Warrants) would equal approximately 20.78%
of shares of Common Stock outstanding after the exercises of the Class A
Warrants (assuming no additional shares of Common Stock are hereafter issued).
As discussed below, additional warrants to purchase shares of Common Stock may
be issued as a consequence of the Class A Warrants. If all of the Class A
Warrants and all of the additional warrants are exercised, the total of shares
of the Common Stock being distributed (after taking into account the exercises
of all of the warrants) would equal approximately 53.45% of Common Stock
outstanding after the exercises of all of the warrants (assuming no additional
shares if Common Stock are hereafter issued). Management of the Company and LS
Capital believed that the distribution of approximately 277,050 shares of Common
Stock as described herein would be adequate to create an orderly public trading
market in the Common Stock without creating too large a supply of shares in the
public's hand with a potential for downward pressure on the price of the Common
Stock as a consequence.

The date of this Prospectus is May 12, 1998.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

In connection with the Distribution, each stockholder of LS Capital owning
at least 50 shares of LS Capital common stock will receive one share of Common
Stock and four Class A Warrants for each 50 shares of LS Capital common stock
owned on the Record Date. Fractional shares will not be issued. Certificates
representing the number of shares of Common Stock and number of Class A Warrants
to which LS Capital stockholders are entitled are being delivered to LS Capital
stockholders. Checks representing payment of cash dividends in lieu of
fractional shares may be obtained, by LS Capital stockholders owning a total
number of LS Capital common stock not a perfect multiple of 50, by sending a
written request to LS Capital's offices. Management believes that shares of
Common Stock and the Class A Warrants comprising the Distribution and received
by LS Capital's stockholders will be characterized as taxable dividends to such
stockholders upon receipt. See "THE DISTRIBUTION--Certain Federal Income Tax
Consequences." FOR A DISCUSSION OF CERTAIN RISKS RELATING TO THE OWNERSHIP OF
THE COMMON STOCK, SEE "RISK FACTORS."

In connection with the Distribution, Paul J. Montle, Kent E. Lovelace,
Jr. and Roger W. Cope, each a director and major stockholder in LS Capital, are
expected to receive, by virtue of their stock ownership in LS Capital, an
aggregate of 115,750 shares of Common Stock comprising the Distribution. These
shares will constitute 41.78% of the shares of Common Stock outstanding after
the Distribution. Each of Messrs. Montle, Lovelace and Cope have agreed not to
sell any shares of Common Stock received in connection with the Distribution
until twelve weeks after public trading has commenced in the Common Stock, and
not to sell at any time thereafter in any three-month period more than 10,000
shares (for an aggregate of 30,000 shares) of Common Stock received in
connection with the Distribution. Furthermore, LS Capital has agreed not to
sell, during the three months after public trading has commenced in the Common
Stock, more than 22,000 shares of Common Stock covered by the Prospectus but not
part of the Distribution, and not to sell at any time thereafter in any
three-month period more than 10,000 shares of such registered Common Stock.

No consideration will be paid by LS Capital's stockholders for the
approximately 277,050 shares of Common Stock and the approximately 1,108,200
Class A Warrants comprising the Distribution. The Company will not receive any
proceeds from the Distribution or from the sale of the other shares of Common
Stock and Class A Warrants being registered on behalf of LS Capital, as
discussed herein. There is no current public trading market for the shares of
Common Stock or the Class A Warrants. Subject to the sponsorship of a market
maker, shares of Common Stock and the Class A Warrants will be traded in the
over-the-counter market on the OTC Electronic Bulletin Board.

In addition to the shares of Common Stock and the Class A Warrants
comprising the Distribution, the Company is also registering 5,000,000 shares of
Common Stock to be offered on a continuous or delayed basis in the future (at
prices equivalent to the then current market price of the Common Stock or at
slight discounts therefrom) in connection with future business combination
transactions. Moreover, the Company is also registering 3,000,000 redeemable
common stock purchase warrants (the "Class B Warrants") entitling the holders
thereof to acquire an aggregate of 3,000,000 shares of Common Stock at a
per-share price of $2.00. The Class B Warrants will be issued to the holders of
the Class A Warrants upon exercise of the Class A Warrants at rate of two Class
B Warrants for each Class A Warrant exercised, without the payment of any
additional consideration. The Company is also registering 3,000,000 redeemable
common stock purchase warrants (the "Class C Warrants") entitling the holders
thereof to acquire an aggregate of 3,000,000 shares of Common Stock at a
per-share price of $5.00. The Class C Warrants will be issued to the holders of
the Class B Warrants upon exercise of the Class B Warrants at rate of one Class
C Warrant for each Class B Warrant exercised, without the payment of any
additional consideration. The Class A Warrants, the Class B Warrants and the
Class C Warrants are hereinafter referred to as the "Warrants". Finally, of the
350,000 shares of Common Stock and 1,500,000 Class A Warrants being registered,
the approximately 72,950 shares of Common Stock and approximately 391,800 Class
A Warrants not included in the Distribution may be sold by LS Capital
Corporation in the future to reimburse LS Capital Corporation for the efforts
and expenses that it incurred in connection with the Distribution.
<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2 and exhibits relating
thereto (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of which this Prospectus is a part. This Prospectus does
not contain all the information set forth in the Registration Statement.
Reference is made to such Registration Statement for further information with
respect to the Company and the securities of the Company covered by this
Prospectus. Statements contained herein concerning the provisions of documents
are necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the related document filed with the
Commission. The Commission maintains a World Wide Web site that contains
reports, proxy statements and information statements and other information
(including the Registration Statement) regarding issuers that file
electronically with the Commission. The address of such site is
http://www.sec.gov. The Registration Statement and exhibits may also be
inspected, and copies thereof may be obtained at prescribed rates, at the
offices of the Commission, Judiciary Plaza Building, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

In connection with the Distribution covered by this Prospectus, the
Company is registering as a reporting company under the Securities Exchange Act
of 1934 (the "Exchange Act"). As a consequence, the Company will file with the
Commission Annual Reports on Form 10-KSB, which will contain audited financial
statements. After they are filed, these Annual Reports and audited financial
statements can be inspected at, and copies downloaded from, the Commission's
World Wide Web site at the Internet address stated in the previous paragraph.
These Annual Reports and audited financial statements can also be inspected, and
copies thereof may be obtained at prescribed rates, at the offices of the
Commission at the addresses also stated in the previous paragraph.

No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, any
information or representation not contained herein must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to purchase, any of the securities covered by this
Prospectus in any jurisdiction to or from any person to or from whom it is
unlawful to make such offer or such solicitation of an offer in such
jurisdiction. Neither the delivery of this Prospectus nor the securities covered
by this Prospectus shall, under any circumstances, create an implication that
there has been no change in the information set forth herein since the date
hereof.

PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.

Company JVWeb, Inc. (the "Company") is a new Delaware corporatio
formed to pursue electronic commerce opportunities. See
"BUSINESS." The Company's offices are located at 5444
Westheimer, Suite 2080, Houston, Texas 77056. The Company's
telephone number is (713) 622-9287.

Distributing LS Capital Corporation, a Delaware corporation.
Company

Primary To enable the Company to become a publicly traded corporation
Purposes of and realize the benefits resulting therefrom and to further
Distribution the current business objectives of LS Capital to be a more
diversified holding company of publicly traded companies.

Securities The Company currently has outstanding 7.05 million shares of
to be Common Stock, par value $.01 per share. The Distribution
Distributed consists of approximately 277,050 shares of Common Stock
and approximately 1,108,200 Class A Warrants. The shares to
be distributed will constitute approximately 3.93% of the
outstanding shares of Common Stock of the Company as
of the date of the Distribution. If all of the Warrants
are exercised (including the Class A Warrants being
distributed and the Class B Warrants and the Class C
Warrants that will be issued thereafter), the total of
shares of the Common Stock being distributed (after taking
into account the exercises of the Warrants) would equal
approximately 53.45% of Common Stock outstanding after the
exercises of the Warrants (assuming no additional shares if
Common Stock are hereafter issued). Management of the
Company and LS Capital believed that the distribution of
approximately 277,050 shares of Common Stock as described
herein would be adequate to create an orderly public trading
market in the Common Stock without creating too large a suppl
of shares in the public's hand with a potential for downward
pressure on the price of the Common Stock as a consequence.

Distribution Each stockholder of LS Capital owning at least 50 shares
Ratio of LS Capital common stock will receive, for each 50 shares
of LS Capital common stock owned on the Record Date, one share
of Common Stock and four Class A Warrants.

Fractional Fractional shares will not be issued. LS Capital stockholders
Shares owning fewer than 50 shares of LS Capital common stock on
the Record Date may receive, in lieu of any share of Common
Stock, a cash dividend of $.01 per share of LS Capital
Stock owned on the Record Date. In addition, any LS Capital
stockholder receiving Common Stock in connection with the
Distribution and otherwise entitled to a fractional share of
Common Stock may receive, in lieu of any fractional share of
Common Stock, a cash dividend of $.01 per share of LS Capital
common stock otherwise causing the fractional share, up to an
aggregate dividend of $.49.

Record Date Close of business on March 31, 1998.

Delivery of Certificates representing the shares of Common Stock and
Certificates/ Class A Warrants to which LS Capital stockholders are
Checks entitled are being delivered to LS Capital stockholders
simultaneously with this Prospectus. Checks representing
payment for any fractional shares that otherwise would be
issued may be obtained by sending a written request to
LS Capital Corporation, 15915 Katy Freeway, Suite 250,
Houston, Texas 77094, Attention: Corporate Secretary.

Tax The Distribution is not being structured on a basis tax-fre
Con- to LS Capital stockholders, and management believes that
sequences the Distribution could not be structured on such a basis.
Management believes that shares of Common Stock comprising the
Distribution and received by LS Capital's stockholders will
be characterized as taxable dividends to such stockholders
upon receipt. See "THE DISTRIBUTION--Certain Federal Income
Tax Consequences."

Other In addition to the shares of Common Stock and Class A Warrants
Securities comprising the Distribution, the Company is also registering
Being 5,000,000 shares of Common Stock to be offered on a continuou
Registered or delayed basis in the future (at prices equivalent to the
then current market price of the Common Stock or at slight
discounts therefrom) in connection with future business
combination transactions. The Company is also registering
3,000,000 Class B Warrants that will be issued to the holders
of the Class A Warrants upon exercise of the Class A Warrants
at rate of two Class B Warrants for each Class A Warrant
exercised (without the payment of any additional
consideration), and 3,000,000 Class C Warrants that will be
issued to the holders of the Class B Warrants upon exercise of
the Class B Warrants at rate of one Class C Warrant for each
Class B Warrant exercised (without the payment of any
additional consideration). Finally, of the 350,000 shares of
Common Stock and 1,500,000 Class A Warrants being registered,
approximately 72,950 shares of Common Stock and the
approx-imately 391,800 Class A Warrants not included in the
Distribution may be sold by LS Capital Corporation in the
future to reimburse LS Capital Corporation for the efforts and
expenses that it incurred in connection with the Distribution.

Trading There is no current public trading market for the shares of
Market Common Stock or any of the Warrants. Subject to the
sponsorship of a market maker, shares of Common Stock and th
Class A Warrants will be traded in the over-the-counter market
on the OTC Electronic Bulletin Board. The Company expects
that the Class B Warrants and the Class C Warrants will be
traded in the over-the-counter market on the OTC Electronic
Bulletin Board at the time that they are issued.

Transfer The transfer agent and registrar for the Common Stock is
Agent and American Stock Transfer & Trust Company, with offices at 6201
Registrar 15th Avenue, Brooklyn, New York 11219.

Dividend The payment and amount of cash dividends on the Common Stock
Policy after the Distribution will be at the discretion of the
Company's Board of Directors. The Company has not heretofore
paid any dividends, and the Company does not currently
anticipate paying any dividends on its Common Stock. The
Company's dividend policy will be reviewed by the
Company's Board of Directors at such future times as may be
appropriate, and payment of dividends will depend upon the
Company's financial position, capital requirements and such
other factors as the Company's Board of Directors deems
relevant.

Risk Stockholders should carefully consider the matters discusse
Factors under the section entitled "RISK FACTORS" in this Prospectus
The Company has only a limited operating history and is
subject to all of the inherent risks of a developing business
enterprise. The Company expects to need additional capital and
has no constant and continual flow of revenues.

Use of The Company will not receive any proceeds from the Common
Proceeds Stock comprising the Distribution or from the sale of the
other shares of Common Stock and Class A Warrants being
registered on behalf of LS Capital. Moreover, the Company will
not receive any proceeds when it issues any of the other
5,000,000 shares of Common Stock covered by this Prospectus.
However, such other shares are intended to be used for
business combination transactions pursuant to which the
Company will acquire direct or indirect ownership of assets
and properties. The Company will receive all proceeds from the
exercise of the Warrants. Such proceeds are expected to be
used for general corporate purposes.

Inquiries Stockholders of LS Capital with inquiries relating to the
Distribution should contact LS Capital, by mail at LS
Capital's offices at 15915 Katy Freeway, Suite 250, Houston,
Texas 77094, or by telephone at 281/398-5588.

RISK FACTORS

THE SECURITIES COVERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK AND,
THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. PROSPECTIVE INVESTORS
SHOULD READ THE ENTIRE PROSPECTUS AND CAREFULLY CONSIDER, AMONG THE OTHER
FACTORS AND FINANCIAL DATA DESCRIBED HEREIN, THE FOLLOWING RISK FACTORS:

1. Extremely Limited Operating History. The Company was incorporated in
October 1997 and at that time continued preliminary work commenced by the
founder of the Company several months earlier. Accordingly, there is no
meaningful operating history upon which to base an evaluation of the Company and
its business and prospects. The Company's business and prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as electronic commerce. Such
risks for the Company include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks, the Company must, among other things, identify and pursue suitable
electronic commerce opportunities; identify and enter into binding agreements
with suitable joint venture partners; identify and consummate suitable
acquisitions; develop and increase the Company's customer bases; implement and
successfully execute the Company's business and marketing strategy; continue to
develop and upgrade the Company's technology and transaction-processing systems;
create and constantly improve the Company's Web sites; provide superior customer
service and order fulfillment; respond to competitive developments; and attract,
retain and motivate qualified personnel. There can be no assurance that the
Company will be successful in addressing such risks, and the failure to do so
could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations.

2. Fluctuations in Operating Results. The Company's operating results
are expected to fluctuate in the future due to a number of factors, many of
which are outside the Company's control. These factors include the level of
usage of the Internet; demand for products; services and advertising offered on
the Company's Web sites; the Company's ability to pursue suitable electronic
commerce opportunities, enter into suitable joint ventures and consummate
suitable acquisitions at a steady rate; the Company's ability to attract new
customers at a steady rate; the addition or loss of advertisers; the
introduction of new products, services or Web sites by the Company or its
competitors; pricing changes for Web-based products, services and advertising;
technical difficulties with respect to the Company's Web sites; costs relating
to acquisitions; and general economic conditions and economic conditions
specific to the Internet and Web sites. As a strategic response to changes in
the competitive environment, the Company may from time to time make certain
service, marketing or supply decisions or acquisitions that, while beneficial in
the long run, could have a material adverse effect on the Company's quarterly
results of operations and financial condition. The Company also expects that it
like other retailers may experience seasonality in its businesses in the future.
Due to all of the foregoing factors, in some future quarter the Company's
operating results may fall below the expectations of investors and any
securities analysts who follow the Common Stock. In such event, the trading
price of the Common Stock would likely be materially adversely affected.
Further, the Company believes that period-to-period comparisons of its financial
results may not necessarily be meaningful and should not be relied upon as an
indication of future performance.

3. Future Capital Needs; Uncertainty of Additional Amounts to be
Contributed by Mr. Micek, Financing. The Company currently has no constant and
continual flow of revenues. The Company's future liquidity and capital
requirements will depend upon numerous factors, including the success of the
Company's sites. The Company may be required to raise additional funds through
public or private financing, strategic relationships or other arrangements.
There can be no assurance that such additional funding, if needed, will be
available on terms acceptable to the Company, or at all. Furthermore, debt
financing (if available) may involve restrictive covenants, which may limit the
Company's operating flexibility with respect to certain business matters. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution in net book value per share, and
such equity securities may have rights, preferences or privileges senior to
those of the holders of the Company's Common Stock. Greg J. Micek, a director
and the President of the Company, has indicated that he personally intends to
provide sufficient funds to the Company so that the Company can at least
continue minimal operations throughout fiscal 1998. However, Mr. Micek is not
legally obligated to provide such funds and can not be legally compelled to do
so. While the Company's need for additional capital can not now be precisely
ascertained because of the uncertainty of the actual growth of the Company,
management believes that the future capital needs of the Company , in order to
pursue the Company's business plan as desired, will exceed the Company's current
financial position. The Company expects to finance its operations for the
remainder of fiscal 1998 through cash flow from operations, amounts to be
contributed by Mr. Micek, proceeds from the exercise of the Warrants, the
possible private placement of the Company's equity securities, and the use of
certain of the shares of Common Stock covered by this Prospectus for purposes of
acquisitions. The Company is looking for sources of additional capital, but
there can be no assurance that such sources can be found or that, if found, the
terms of such capital will be commercially acceptable to the Company. If
adequate funds are not available on acceptable terms, the Company may be unable
to take advantage of future opportunities or respond to competitive pressures,
any of which could have a material adverse effect on the Company's business,
results of operations and financial condition.

4. Dependence on the Internet. The Company's future success
substantially depends upon continued growth in the use of the Internet and the
Web in order to support the sale of the products, services and advertising
offered by the Company on its Web sites. Rapid growth in the use of and interest
in the Internet and the Web is a recent phenomenon. There can be no assurance
that communication or commerce over the Internet will become more widespread. In
addition, to the extent that the Internet continues to experience significant
growth in the number of users and level of use, there can be no assurance that
the Internet infrastructure will continue to be able to support the demands
placed upon it by such potential growth or that the performance or reliability
of the Web will not be adversely affected by this continued growth. In addition,
the Internet could lose its viability due to delays in the development or
adoption of new standards and protocols required to handle increased levels of
Internet activity or due to increased governmental regulation. Changes in or
insufficient availability of telecommunications services to support the Internet
also could result in slower response times and adversely affect usage of the Web
and the Company's Web sites. If use of the Internet does not continue to grow,
or if the Internet infrastructure does not effectively support growth that may
occur, the Company's business, operating results and financial condition would
be materially adversely affected.

5. Uncertain Acceptance of the Internet as a Medium for Commerce. The
success of the Company's business plan will depend upon the adoption of the
Internet as a medium for commerce by a broad base of consumers, vendors and
advertisers. The Company's target markets are expected to be comprised of
consumers, vendors and advertisers who have historically used traditional means
of commerce to conduct business. Most of the Company's customers, vendors and
advertisers will have only limited experience with the Web as a commercial
medium and may not find such a medium to be an effective way to transaction
business. For the Company to be successful, these consumers, vendors and
advertisers must accept and utilize novel ways of conducting business. Moreover,
critical issues concerning the commercial use of the Internet, such as ease of
access, security, reliability, cost and quality of service, development of the
necessary infrastructure (such as a reliable network backbone) and timely
development and commercialization of performance improvements (including high
speed modems), remain unresolved and may affect the growth of Internet use or
the attractiveness of conducting commerce by means of Web sites. The Company's
ability to generate significant revenues will depend upon, among other things,
consumer, vendor and advertiser acceptance of the Web as an effective and
sustainable commercial medium. There can be no assurance that there will be
broad acceptance of the Internet as an effective medium for commerce by
consumers, vendors and advertisers will develop successfully or achieve
widespread acceptance.

6. Developing Market. The electronic market for products, services and
advertising has only recently begun to develop and is rapidly changing. As is
typical for a new and rapidly evolving market, demand for products, services and
advertising over the Internet is subject to a high level of uncertainty, and
there exist few proven services and products. Since the market for electronic
commerce on the Internet is new and evolving, predictions of the size of this
market or its future growth rate, if any, are difficult. Moreover, no standards
have yet been widely accepted for the measurement of the effectiveness of
Web-based advertising, and there can be no assurance that such standards will
develop sufficiently to support Web-based advertising as a significant
advertising medium. In addition, there can be no assurance that advertisers will
determine that banner advertising is an effective or attractive advertising
medium, and there can be no assurance that the Company will effectively
transition to any other forms of Web-based advertising, should they develop.
Furthermore, certain advertising filter software programs are available that
limit or remove advertising from an Internet user's desktop. Such software, if
generally adopted by users, may have a materially adverse effect upon the
viability of advertising on the Internet. Moreover, there can be no assurance
that consumers and vendors will determine that the electronic medium is an
effective way to conduct commerce. If the markets for the Company's electronic
commerce fail to develop, develop more slowly than expected or become saturated
with competitors, or if the Company's electronic commerce does not achieve
market acceptance, the Company's business, results of operations and financial
condition will be materially adversely affected.

7. Opportunity Selection. Probably the most integral part of the
Company's business strategy is the identification and pursuit of potentially
successful electronic commerce opportunities. There can be no assurance that the
Company will be able to identify successful electronic commerce opportunities or
that the Company will be able to pursue these opportunities successfully even if
identified. There is no specific criterion for selecting electronic
opportunities. Accordingly, management will have significant flexibility in
selecting such opportunities. The failure of management to select good
electronic commerce opportunities would probably have a material adverse effect
on the Company's business, results of operations and financial condition.

8. Uncertain Acceptance of Brands. While the Company expects to offer
the brands of other persons, the Company also intends to develop its own brands.
The Company believes that, due to the growing number of Internet sites and the
relatively low barriers to entry, the importance of brand recognition will
increase as more companies engage in commerce over the Internet. Development and
awareness of the Company's brands will depend largely on the Company's success
in establishing and maintaining positions as leaders in Internet commerce and in
providing high quality products and services, which cannot be assured. In order
to attract and retain customers, vendors and advertisers and to promote and
maintain the Company's brands in response to competitive pressures, the Company
may find it necessary to increase its marketing and advertising budgets or
otherwise to increase substantially its financial commitment to creating and
maintaining brand loyalty among vendors and consumers. If the Company is unable
to provide high quality products, services and advertising or otherwise fail to
promote and maintain its brands, or if the Company is unable to (or incurs
significant expenses in an attempt to) achieve or maintain a leading position in
Internet commerce or to promote and maintain its brands, the Company's business,
results of operations and financial condition will be materially adversely
affected.

9. Content and Graphic Development. Content and (to a lesser degree)
graphic development relating to the Company's Web sites are key elements to the
Company's success. If these sites fail to have solid content (which is modified
on a continual basis) and appealing graphics, the Company expects that it will
fail to develop successfully its brands, and consumers, vendors and advertisers
will not be attracted to, or will not continue to visit and utilize, the sites.
The Company has relied and will continue to rely substantially on content and
graphic development efforts of third parties. There can be no assurance that the
Company's current or future third-party providers will effectively implement
these properties, or that their efforts will result in significant revenue to
the Company. Any failure to develop and maintain high-quality and successful Web
sites could have a material adverse effect on the Company's business, results of
operations and financial condition.

10. Internet Commerce Security Risks. A significant barrier to
electronic commerce and communications is the secure transmission of
confidential information over public networks. The Company will rely on
encryption and authentication technology licensed from third parties to provide
the security and authentication necessary to effect secure transmission of
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography or other events or
developments will not result in a compromise or breach of the algorithms used by
the Company to protect customer transaction data. If any such compromise of the
Company's security were to occur, it could have a material adverse effect on the
Company's business, results of operations and financial condition. A party who
is able to circumvent the Company's security measures could misappropriate
proprietary information or cause interruptions in the Company's operations. The
Company may be required to expend significant capital and other resources to
protect against the threat of such security breaches or to alleviate problems
caused by such breaches. Concerns over the security of Internet transactions and
the privacy of users may also inhibit the growth of the Internet generally, and
the Web in particular, especially as a means of conducting commercial
transactions. To the extent that activities of the Company or third party
contractors involve the storage and transmission of proprietary information,
such as credit card numbers, security breaches could expose the Company to a
risk of loss or litigation and possible liability. There can be no assurance
that the Company's security measures will prevent security breaches or that
failure to prevent such security breaches will not have a material adverse
effect on the Company's business, results of operations and financial condition.

11. Risks Associated with Technological Change. The Internet and
electronic markets are characterized by rapid technological change, changes in
user and customer requirements, frequent new service or product introductions
embodying new technologies and the emergence of new industry standards and
practices that could render the Company's existing Web sites and technology
obsolete. The Company's performance will depend, in part, on its ability to
license leading technologies, enhance its existing services, and respond to
technological advances and emerging industry standards and practices on a timely
and cost-effective basis. The development of Web sites entails significant
technical and business risks. There can be no assurance that the Company will be
successful in using new technologies effectively or adapting its Web sites to
consumer, vendor, advertising or emerging industry standards. If the Company is
unable, for technical, legal, financial or other reasons, to adapt in a timely
manner in response to changing market conditions or customer requirements, the
Company's business, results of operations and financial condition would be
materially adversely affected.

12. Risk of System Failure; Single Site. The Company's success largely
depends upon communications hardware and computer hardware made available by a
third party in a facility located in Arizona. Like all computer systems, this
system is vulnerable to damage from earthquake, fire, floods, power loss,
telecommunications failures, break-ins and similar events. Despite the security
measures of the Company, its servers are also vulnerable to computer viruses,
physical or electronic break-ins and similar disruptive problems, which could
lead to interruptions, delays, loss of data or cessation in service to users of
the Company's services and products. The Company does not presently have
redundant systems or a formal disaster recovery plan. The Company's does not now
and will not for the foreseeable future maintain business interruption
insurance. Any system failure that causes interruption or an increase in
response time of the Company's Web sites could result in less traffic to such
sites and, if sustained or repeated, could reduce the attractiveness to
consumers, vendors and advertisers of the products, services and advertising
offered by the Company. In addition, a key element of the Company's strategy is
to generate a high volume of visits to and activity with respect to the
Company's Web sites. An increase in the volume of visits to the Company's Web
sites could strain the capacity of the software or hardware deployed by the
Company, which could lead to slower response time or system failures, and
adversely affect sales of products, services and advertising and the number of
impressions received by advertising and thus the Company's advertising revenues.

13. Reliance on Merchandise Vendors and Third Party Manufacturers. The
Company expects that it will entirely depend upon vendors and third party
manufacturers to supply it with merchandise for sale through its Web sites, and
the availability of merchandise is unpredictable. The Company expects that it
will have no long-term contracts or arrangements with its vendors and
manufacturers that guarantee the availability of merchandise for its businesses.
There can be no assurance that the Company's current and future vendors and
manufacturers will continue to sell merchandise to or manufacture merchandise
for the Company or otherwise provide merchandise for sale through the Company's
Web sites or that the Company will be able to establish new vendor or
manufacturer relationships that ensure merchandise will be available. The
Company will also rely on many of its vendors, manufacturers and its joint
venture partners to process and ship merchandise to customers. The Company will
have limited control over the shipping procedures of its vendors, manufacturers
and its joint venture partners, and shipments by these vendors, manufacturers
and joint venture partners may be subject to delays. Although most merchandise
sold by the Company is expected to carry a warranty supplied either by the
manufacturer or the vendor and the Company will not be obligated to accept
merchandise returns, the Company may be constrained to accept returns from
customers for which the Company may not receive reimbursements from its vendors
or manufacturers. If the Company is unable to develop and maintain satisfactory
relationships with vendors and manufacturers on acceptable commercial terms, if
the Company is unable to obtain sufficient quantities of merchandise, if the
quality of service provided by such vendors and manufacturers falls below a
satisfactory standard or if the Company's level of returns exceeds its
expectations, the Company's business, results of operations and financial
condition will be materially adversely affected.

14. Reliance on Other Third Parties. In addition to its merchandise
vendors and manufacturers, the Company's operations will depend on a number of
third parties. The Company will have limited control over these third parties
and will probably have no long-term relationships with any of them. The Company
does not own a gateway onto the Internet, but instead now and presumably always
will rely on an Internet service provider to connect the Company's Web sites to
the Internet. The Company also will rely on a variety of technology that it will
license from third parties. The loss of or inability of the Company to maintain
or obtain upgrades to any of these technology licenses could result in delays,
which would materially adversely affect the Company's business, results of
operations and financial condition, until equivalent technology could be
identified, licensed or developed and integrated. Furthermore, the Company will
depend on hardware suppliers for prompt delivery, installation and service of
servers and other equipment used to deliver the Company's products and services.
If the Company is unable to maintain satisfactory relationships with such third
parties on acceptable commercial terms, or the quality of products and services
provided by such third parties falls below a satisfactory standard, the
Company's business, results of operations and financial condition will be
materially adversely affected. In addition, the Company will also depend upon
Web browsers for access to the products, services and advertising offered by it.

15. Protection of Intellectual Property. The development of the
Company's brands depends to a significant degree on the protection of its
trademarks and trade names. The Company has registered the "JVWeb", "Dad & me",
and "familylifestyle" trademarks in the United States and claims common law
trade name rights in these and other names. Nonetheless, there can be no
assurance that the Company will be able to secure significant protection for
these trademarks. Current and future competitors of the Company or others may
adopt product or service names similar to the Company's trademarks, thereby
impeding the Company's ability to build brand identity and possibly leading to
customer confusion. The inability of the Company to protect its trademarks and
trade names might have a material adverse effect on the Company's business,
results of operations and financial condition. In addition, the Company may in
the future receive notices from third parties claiming infringement by aspects
of the Company's businesses. While the Company is not currently subject to any
such claim, any future claim, with or without merit, could result in significant
litigation costs and diversion of resources, including the attention of
management, and require the Company to enter into royalty and licensing
agreements, which could have a material adverse effect on the Company's
business, results of operations and financial condition. In the future, the
Company may also need to file lawsuits to enforce the Company's intellectual
property rights, to protect the Company's trade secrets, or to determine the
validity and scope of the proprietary rights of others. Such litigation, whether
successful or unsuccessful, could result in substantial costs and diversion of
resources, which could have a material adverse effect on the Company's business,
results of operations and financial condition.

16. Regulatory Concerns. The Company is not currently subject to direct
regulation by any government agency in the United States, other than regulations
applicable to businesses generally, and there are currently few laws or
regulations directly applicable to access to or commerce on the Internet. Due to
the increasing popularity and use of the Internet, a number of laws and
regulations may be adopted with respect to the Internet, covering issues such as
user privacy, pricing and characteristics and quality of products and services.
Such legislation could dampen the growth in use of the Web generally and
decrease the acceptance of the Web as a communications and commercial medium,
and could thereby have a material adverse effect on the Company's business,
results of operations and financial condition. In addition, several
telecommunications carriers are seeking to have telecommunications over the Web
regulated by the Federal Communications Commission (the "FCC") in the same
manner as other telecommunications services. For example, America's Carriers
Telecommunications Association has filed a petition with the FCC for this
purpose. In addition, because the growing popularity and use of the Web has
burdened the existing telecommunications infrastructure and many areas with high
Web use have begun to experience interruptions in phone service, local telephone
carriers, such as Pacific Bell, have petitioned the FCC to regulate Internet
service providers and online service providers in a manner similar to long
distance telephone carriers and to impose access fees on Internet service
providers and online service providers. If either of these petitions is granted,
or the relief sought therein is otherwise granted, the costs of communicating on
the Web could increase substantially, potentially slowing the growth in use of
the Web, which could in turn decrease the demand for the products, services and
advertising offered by the Company. Any new legislation or regulation or the
application of existing laws and regulations to the Internet could have a
material adverse effect on the Company's business, operating results and
financial condition. In addition, as the Company's products and services will be
available and sold over the Internet in multiple states and foreign countries,
and as the Company will sell to numerous consumers resident in such states and
foreign countries, such a jurisdiction may claim that the Company is required to
qualify to do business as a foreign entity in such jurisdiction. The Company is
qualified to do business in only two states, and failure by the Company to
qualify to do business as a foreign entity in a jurisdiction where it is
required to do so could subject the Company to taxes and penalties for the
failure to qualify. Any application of laws or regulations of a jurisdiction in
which the Company is not currently qualified could have a material adverse
effect on the Company's business, results of operations and financial condition.

17. Other Potential Liability. Because materials may be downloaded from
the Company's Web sites and may be subsequently distributed to others, there is
a possibility that claims could be asserted against the Company on a variety of
legal theories (including defamation, negligence and copyright and trademark
infringement) depending on the nature and content of such materials. For
example, the Company could be liable for libel for any defamatory information it
provided about a person, for any losses incurred by a person in reliance on
incorrect information negligently provided by the Company and for copyright and
trademark infringement resulting from information provided by the Company.
Moreover, the Company expects that it will enter into agreements with third
parties whereby the Company may provide links to such third parties' Web sites.
A claimant might successfully argue that by providing such links, the Company is
liable for wrongful actions by such third parties through such Web sites, such
as defamation, negligence and copyright and trademark infringement, as well as
losses resulting from the products and services sold by the third party.
Although the Company carries general liability insurance, the Company's
insurance may not cover potential claims of this type or may not be adequate to
indemnify the Company for all liability that may be imposed. Any imposition of
liability or legal defense expenses that are not covered by insurance or is in
excess of insurance coverage could have a material adverse effect on the
Company's business, operating results and financial condition.

18. Indemnification of Officers and Directors for Securities
Liabilities. The Bylaws of the Company provide that the Company shall indemnify
any director, officer, agent and/or employee as to those liabilities and on
those terms and conditions as are specified in the General Corporation Law of
Delaware. Further, the Company may purchase and maintain insurance on behalf of
any such persons whether or not the Company would have the power to indemnify
such person against the liability insured against. The foregoing could result in
substantial expenditures by the Company and prevent any recovery from such
officers, directors, agents and employees for losses incurred by the Company as
a result of their actions. Further, the Commission takes the position that
indemnification is against the public policy as expressed in the Act, and is,
therefore, unenforceable.

19. Competition. The electronic commerce market, particularly on the
Internet, is new, rapidly evolving and intensely competitive, and the Company
expects competition to intensify in the future. Certain current competitors have
established, and certain other current competitors (as well as future
competitors) may in the future establish, cooperative relationships among
themselves or directly with vendors to obtain exclusive or semi-exclusive
sources of merchandise. Accordingly, new competitors or alliances among
competitors and vendors may emerge and rapidly acquire market share. Increased
competition may result in reduced operating margins, loss of market share and a
diminished brand franchise, any one of which could materially adversely affect
the Company's business, results of operations and financial condition. Many of
the Company's current and potential competitors have and will have significantly
greater financial, technical, marketing and other resources than the Company. As
a result, they may be able to secure merchandise from vendors on more favorable
terms than the Company, and they may be able to respond more quickly to changes
in customer preferences or to devote greater resources to the development,
promotion and sale of their merchandise than the Company can.

20. Management of Potential Growth. The Company expects to expand its
operations rapidly and significantly. This rapid growth is expected to place a
significant strain on the Company's management, operational and financial
resources. In order to manage the expected growth of its operations, the Company
will be required to expand existing operations (particularly with respect to
customer service and merchandising); to improve on a timely basis existing and
implement new operational, financial and inventory systems, procedures and
controls, including improvement of its financial and other internal management
systems; and to train, manage and expand its employee base. Further, the
Company's management will be required to maintain relationships with various
merchandise vendors, freight companies, warehouse operators, other Web sites and
services, Internet service providers and other third parties and to maintain
control over the strategic direction of the Company in a rapidly changing
environment. If the Company is unable to manage growth effectively, the
Company's business, results of operations and financial condition will be
materially adversely affected.

21. Potential Acquisitions. As part of its business strategy, the
Company expects to acquire complementary companies, products, services or
technologies. There can be no assurance that the Company will be able to
identify additional suitable acquisition candidates or that the Company will be
able to acquire such candidates on acceptable terms. In addition, the successful
implementation of this strategy depends on the Company's ability to identify
suitable acquisition candidates, acquire such companies on acceptable terms and
integrate their operations successfully with those of the Company. Any such
transactions would be accompanied by the risks commonly encountered in such
transactions. Such risks include, among other things, the difficulty of
assimilating the operations and personnel of the acquired companies; the
potential disruption of the Company's ongoing business; the inability of
management to maximize the financial and strategic position of the Company
through the successful incorporation of acquired businesses and technologies;
additional expenses associated with amortization of acquired intangible assets;
the maintenance of uniform standards, controls, procedures and policies; the
impairment of relationships with employees, customers, vendors and advertisers
as a result of any integration of new management personnel; and the potential
unknown liabilities associated with acquired businesses. There can be no
assurance that the Company would be successful in overcoming these risks or any
other problems encountered in connection with such acquisitions. Due to all of
the foregoing, the Company's pursuit of an overall acquisition strategy or any
future acquisition may have a material adverse effect on the Company's business,
results of operations, financial condition and cash flows. Although the Company
does not expect to use cash for acquisition consideration, to the extent the
Company chooses to do so in the future, the Company may be required to obtain
additional financing, and there can be no assurance that such financing will be
available on favorable terms, if at all. In addition, if the Company issues
stock to complete any future acquisitions, existing stockholders will experience
further ownership dilution. Finally, Greg J. Micek, a director, the president
and the controlling stockholder of the Company owning approximately 75.5% of the
Common Stock considered on a fully diluted basis, has indicated that he intends
to maintain control of the Company, and that in this connection, he expects that
he will not cause the Company to enter into any acquisition that causes him to
lose such control. Consequently, the size of any acquisitions that the Company
may make in the foreseeable future can be expected to be limited by Mr. Micek's
expressed intentions.

22. Reliance Upon Directors and Officers and Limited Management
Resources. The Company substantially depends upon the efforts and skills of Greg
J. Micek, a director and the President of the Company. The loss of the services
of Mr. Micek, or the inability of him to devote sufficient attention to the
operations of the Company, would have a materially adverse effect on the
Company's operations. The Company does not maintain key man life insurance on
Mr. Micek. In addition, there can be no assurance that the current level of
management is sufficient to perform all responsibilities necessary or beneficial
for management to perform. The Company's success in attracting additional
qualified personnel will depend on many factors, including its ability to
provide them with competitive compensation arrangements, equity participation
and other benefits. There is no assurance that the Company will be successful in
attracting highly qualified individuals in key management positions.

23. Lack of Relevant Experience by Management. The Company expects that
its management will generally have little or no direct experience in the
management or operation of the types of businesses represented by the products
and services that the Company will offer by means of Web sites, either directly
or through joint ventures. In the case of joint ventures, the Company expects
that it joint venture partners will have a requisite level of experience, but
there can be no assurance that the Company's management will be familiar with
the joint venture's proposed business enough to ascertain this. Management's
lack of experience may make the Company more vulnerable than others to certain
risks, and it may also cause the Company to be more vulnerable to business risks
associated with errors in judgment that could have been prevented by more
experienced management. As a result, management's lack of previous experience
could have a material adverse effect on the future operations and prospects of
the Company.

24. Control, Cumulative Voting, and Preemptive Rights. After completion
of the Distribution, Greg Micek, a director and the President of the Company,
will own approximately 75.5% of the Common Stock considered on a fully diluted
basis. Cumulative voting in the election of Directors is not provided for.
Accordingly, the holder or holders of a majority of the shares of Common Stock,
present in person or by proxy, will be able to elect all of the Company's Board
of Directors after completion of the Distribution. There are no preemptive
rights in connection with the Common Stock. Thus, stockholders may be diluted in
their percentage ownership of the Company in the event additional shares are
issued by the Company in the future.

25. Dependence of Warrant Holders on Maintenance of Current
Registration Statement; Possible Loss of Value of Warrants. In order for warrant
holders to exercise the Warrants there must be a current registration statement
(or an exemption therefrom) in effect with the Commission and with the various
state securities authorities in the states where warrant holders reside. The
Company has undertaken to use its best efforts to keep (and intends to keep) the
registration statement effective with respect to the Warrants for as long as the
Warrants remain exercisable. However, maintenance of an effective registration
statement will subject the Company to substantial continuing expenses for legal
and accounting fees, and there can be no assurance that the Company will be able
to maintain a current registration statement through the period during which the
Warrants remain exercisable. The Warrants may not be exercisable and may be
deprived of value by the Company's inability to maintain an effective
registration statement (or an exemption therefrom) with respect to the
underlying shares or by the non-qualification of the underlying shares in the
jurisdiction of such holder's residence. See "DESCRIPTION OF CAPITAL
STOCK--Warrants".

26. Potential Adverse Effect of Redemption of Warrants. Each Warrant
comprising a class of Warrants may be redeemed by the Company at a price of $.01
per Warrant after the Warrants comprising such class have traded above certain
stipulated levels for certain stipulated periods of time. Redemption of the
Warrants could force the warrant holders to exercise the Warrants at a time when
it may be disadvantageous for the holders to do so or to sell the Warrants at
their then current market price when the holders might otherwise wish to hold
the Warrants for possible appreciation. Any holders who do not exercise warrants
prior to their expiration or redemption, as the case may be, will forfeit the
right to purchase the shares of Common Stock underlying the Warrants. See
"DESCRIPTION OF CAPITAL STOCK--Warrants".

27. Preferred Stock. The Company's Certificate of Incorporation
authorized the issuance of up to 10,000,000 shares of Preferred Stock, par value
$.01 per share, of which none were issued as of April 20, 1998. The authorized
Preferred Stock constitutes what is commonly referred to as "blank check"
preferred stock. This type of preferred stock allows the Board of Directors from
time to time to divide the Preferred Stock into series, to designate each
series, to fix and determine separately for each series any one or more relative
rights and preferences and to issue shares of any series without further
stockholder approval. One of the effects of the existence of authorized but
unissued shares of preferred stock authorized in series may be to enable the
Company's Board of Directors to render it more difficult, or to discourage an
attempt, to gain control of the Company by means of a merger, tender offer at a
control premium price, proxy contest or otherwise and protect the continuity of
or entrench the Company's management, which concomitantly may have a potentially
adverse effect on the market price of the Common Stock.

28. Absence of Prior Trading Market; Limited Float. There has not been
any established public market for the trading of the shares of Common Stock or
any of the Warrants. Subject to the sponsorship of a market maker, shares of
Common Stock and (once issued) the Class A Warrants will be traded in the
over-the-counter market on the OTC Electronic Bulletin Board. The Company
expects that the Class B Warrants and the Class C Warrants will be traded in the
over-the-counter market on the OTC Electronic Bulletin Board at the time that
they are issued. There can be no assurance as to the prices at which the shares
of Common Stock and (once issued) any of the Warrants will trade. Until the
shares of Common Stock and the Warrants comprising the Distribution are fully
distributed, a large number of the Class B Warrants and Class C Warrants have
been issued, and orderly markets develop and even thereafter, the prices of such
securities may fluctuate significantly. Prices for shares of Common Stock and
the Warrants will be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity of the markets for shares of Common
Stock and the Warrants, investor perception of the Company and the industry in
which the Company participates and general economic and market conditions. In
addition to the preceding, only 3.93% of the shares of Common Stock outstanding
after the Distribution will be held by persons not affiliated with the Company.
Furthermore, three persons who will hold a large portion of these shares
(41.78%) have agreed not to sell any of their shares until twelve weeks after
public trading has commenced in the Common Stock, and not to sell even after
that time more than an aggregate of 30,000 shares in any three-month period. The
limited float resulting from the foregoing facts may make the Common Stock less
liquid than it would be in a more active trading market, possibly causing
holders of the Common Stock to retain their shares longer than they may want.
The resulting limited liquidity may also have the effect of depressing the price
of the Common Stock. The Company believes that the initial limited float will be
eased to some extent over time as the Warrants are exercised, as shares of
Common Stock subject to legal or contractual restrictions become freely
tradeable, as freely tradeable shares are issued in connection with
acquisitions, and if the Company elects to effect a public offering of
additional shares of Common Stock. Finally, the Company will need to obtain the
sponsorship of at least one market maker in order for the Common Stock to be
traded on the OTC Electronic Bulletin Board. At this time, the Company has not
yet obtained such a sponsorship. However, the Company is receiving assistance
from an adviser experienced in procuring market maker sponsorships, and the
Company is confident that it will obtain the sponsorship of least one market
maker and probably at least several more. However, there can be no assurance of
the Company's success in this regard. The Company is not aware of any specific
criteria that would preclude it from obtaining a market maker sponsorship. Once
the sponsorship of a market maker is obtained, such market maker will be
required to file a standard form with the National Association of Securities
Dealers before the Common Stock may be quoted on the OTC Electronic Bulletin
Board.

29. Potential Future Sales Pursuant to Rule 144. Presently, 7.05
million shares of Common Stock are issued and outstanding, all of which are
"restricted securities" as that term is defined in Rule 144 promulgated under
the Act. The 350,000 shares of Common Stock being registered should become
generally freely tradeable as a result thereof. As to the remaining 6.7 million
restricted shares, Rule 144 (as amended effective April 29, 1997) provides in
general that a person (or persons whose shares are aggregated) who has satisfied
a one-year holding period, may sell within any three month period, an amount
which does not exceed the greater of 1% of the then outstanding shares of Common
Stock or the average weekly trading volume during the four calendar weeks prior
to such sale. Most of the 6.7 million restricted shares will have been
outstanding for over one year near the end of October 31, 1998 and thus will
then be eligible for sale under Rule 144. Rule 144 (as amended effective April
29, 1997) also permits the sale of shares, under certain circumstances, without
any quantity limitation, by persons who are not affiliates of the Company and
who have beneficially owned the shares for a minimum period of two years. Hence,
the possible sale of these restricted shares may, in the future dilute an
investor's percentage of freely tradeable shares and may have a depressive
effect on the price of the Company's securities and such sales, if substantial,
might also adversely effect the Company's ability to raise additional equity
capital. See "DESCRIPTION OF CAPITAL STOCK - Shares Eligible for Future Sale."

30. Risk of Potential to Dilution Future Share Issuances. The Company
is registering an aggregate of 5,000,000 shares of Common Stock to be offered by
the Company on a continuous or delayed basis in the future in connection with
anticipated business combination transactions. The issuance of such shares and
the consideration to be received therefor will be entirely within the discretion
of the Company's Board of Directors. Although the Board of Directors intends to
utilize its reasonable business judgment to fulfill its fiduciary obligations to
the Company's then existing stockholders in connection with any such issuance,
future issuance of additional shares could cause immediate and substantial
dilution to the net tangible book value of those shares of Common Stock that are
issued and outstanding immediately prior to such transaction. Any future
decrease in the net tangible book value of such issued and outstanding shares
could have a material effect on the market value of the shares.

31. Risks Relating to Low-Priced Securities. Management believes that
the trading prices of the Common Stock and the Class A Warrants are likely to
start below $5.00 per share. If the trading price of the Common Stock or any of
the Warrants were to start and remain below $5.00 per share, trading in the
Common Stock and such Warrants would be subject to the requirements of certain
rules promulgated under the Exchange Act which require additional disclosure by
broker-dealers in connection with any trades generally involving any non-NASDAQ
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
the Common Stock or the Warrants affected, which could severely limit the market
liquidity of the Common Stock and such Warrants.

32. No Dividends. The holders of the Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefore. To date, the Company has not paid any cash
dividends. The Board of Directors does not intend to declare any dividends in
the foreseeable future, but instead intends to retain all earnings, if any, for
use in the Company's business operations. If the Company obtains additional
financing, restrictions are likely to be placed on the Company's ability to
declare any dividends. See "DIVIDEND POLICY" and "DESCRIPTION OF CAPITAL STOCK."

33. No Specific Use of Proceeds. The Company has not designated any
specific use for the proceeds realized from the exercise of the Warrants. The
Company expects to use such proceeds for general corporate purposes, including
working capital. Accordingly, management will have significant flexibility in
applying such proceeds. The failure of management to apply such funds
effectively could have a material adverse effect on the Company's business,
results of operations and financial condition.

34. Potential Year 2000 Problems. The Company believes that it has no
potential internal Year 2000 problems. Nonetheless, the Company recognizes that
the computer systems of financial institutions and other vendors with which the
Company will do business could have Year 2000 problems that could affect the
Company. However, the Company has no greater exposure to these types of problems
than other businesses in general. Nonetheless, the Company could be materially
adversely affected by these problems in ways that can not now be quantified.
However, to avoid being adversely affected by the Year 2000 problems of other
persons, the Company has instituted a program of carefully screening persons and
companies with which it will do a material amount of business and monitoring
their efforts to avoid their own Year 2000 problems.

FOR ALL OF THE AFORESAID REASONS AND OTHERS SET FORTH HEREIN, THE SHARES COVERED
BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. STOCKHOLDERS SHOULD BE AWARE
OF THESE AND OTHER FACTORS SET FORTH IN THIS PROSPECTUS.

<PAGE>

BUSINESS

INTRODUCTION
JVWeb, Inc. (the "Company") was incorporated on October 28, 1997 under
the laws of the State of Delaware. The Company was formed for purposes of
pursuing electronic commerce opportunities.

Electronic commerce opportunities are expected to arise in several
different ways. First, the Company expects to offer products, services and
advertising by means of sites on the World Wide Web (the "Web") of the Internet.
The Company is currently developing a Web site to offer already identified
products, and the Company expects to develop additional Web sites in the future
to offer products and services yet to be identified and to provide content (also
yet to be identified) and advertising in connection therewith. (For a
description of the Company's first commercial Web site currently being developed
and already identified products, see "BUSINESS SOLE CURRENT PROJECT.") Although
the Company may offer products, services and advertising directly (such as in
the case of the initial Web site now being developed), the Company believes that
it is much more likely to offer products, services and advertising through joint
ventures with established businesses. In the case of joint ventures, the Company
expects to contribute technical expertise and (in certain instances) financial
assistance in developing the joint ventures' Web sites, while the joint venture
partners will be responsible for furnishing the joint ventures' products or
services, the content for the joint ventures' Web sites, and the related
business expertise. In addition, the Company expects to acquire other companies
to be identified in the future. Acquisition candidates are expected to include
emerging electronic commerce companies, traditional companies with good
prospects for significant electronic commerce, and Internet service companies
capable of enhancing the Company's Internet resources.

The Distribution is the result of a transaction in which the Company
sold shares of Common Stock and Class A Warrants to LS Capital. Greg J. Micek, a
director and the President of the Company, had a prior relationship with LS
Capital and certain of its principals. During discussions, LS Capital became
interested in an investment in the Company. Eventually, 500,000 shares of Common
Stock and 1,500,000 Class A Warrants were sold and issued to LS Capital in
consideration of $5,000. After the Distribution, LS Capital will have no
relationship with the Company other than as a stockholder of the Company.

The address of the Company is 5444 Westheimer, Suite 2080, Houston,
Texas 77056, and its telephone number is 713/622-9287. The Company's own Web
site is located at http://www.jvweb.com. Information contained in the Company's
Web site shall not be deemed to be a part of this Prospectus. Unless the context
indicates otherwise, the term "Company" shall include JVWeb, Inc., the joint
ventures in which it becomes a venturer, and its future subsidiaries.

INDUSTRY BACKGROUND
The Internet is an increasingly significant global medium for
communications, content and online commerce. Growth in Internet usage has been
fueled by a number of factors, including the large and growing installed base of
personal computers in the workplace and home, advances in the performance and
speed of personal computers and modems, improvements in network infrastructure,
easier and cheaper access to the Internet and increased awareness of the
Internet among businesses and consumers.

The increasing functionality, accessibility and overall usage of the
Internet and online services have made them an attractive commercial medium. The
Internet and other online services are evolving into a unique sales and
marketing channel, just as retail stores, mail-order catalogs and television
shopping have done. In theory, electronic retailers have virtually unlimited
electronic shelf space and can offer customers a vast selection through
efficient searches and retrieval interfaces. Moreover, electronic retailers can
interact directly with customers by frequently adjusting their featured
selections, editorial insights, shopping interfaces, pricing and visual
presentations. Beyond the benefits of selection, purchasing is more convenient
than shopping in a physical retail store because electronic shopping can be done
24 hours a day and does not require a trip to a store. Web sites can present
advertising and marketing materials in new and compelling fashions, display
products and services in electronic catalogs, offer products and services for
sale electronically, process transactions and fulfill orders, provide customers
with rapid and accurate responses to their questions, and gather customer
feedback efficiently. The minimal cost to develop and maintain a Web site, the
ability to reach and serve a large and global group of customers electronically
from a central location, and the potential for personalized low-cost customer
interaction, provide additional economic benefits for electronic retailers.
Unlike traditional retail channels, electronic retailers do not have the
burdensome costs of managing and maintaining expensive retail real estate and a
significant retail store infrastructure or the continuous printing and mailing
costs of catalog marketing. Furthermore, electronic retailers are generally able
to conduct their businesses with fewer employee than traditional retailers.
Because of these advantages over traditional retailers, electronic retailers
have the potential to build large, global customer bases quickly and to achieve
superior economic returns over the long term. An increasingly broad base of
products and services is successfully being sold electronically, including
computers, travel services, brokerage services, automobiles, music and books. If
these estimates become a reality, the migration from traditional shopping to
electronic shopping will effect dramatic changes in retailing as it has
heretofore been conducted.

In addition to the offering of products and services through electronic
commerce, the Internet has created a new medium for disseminating content, such
as the content historically delivered by newspapers, magazines and journals.
Electronic dissemination of content offers numerous advantages over historical
mediums of content dissemination. First, the content can be provided to
consumers more quickly, as the delays required by printing and delivery are
avoided. For example, a magazine that ordinarily is mailed for delivery on a
particular day can be made available electronically as soon as the magazine is
otherwise ready for print, at least one day before anticipated delivery. In
addition, content can be updated on a real time basis so that only current (and
no outdated) content appears. Moreover, the electronic content can be linked
instantaneously to related content of interest. While newspapers, magazines and
journals can offer only still-shot photography, electronic commerce can offer
moving and even live pictures much akin to television. Equally (if not most)
important, electronic content can be distributed at a much lower cost compared
to historical mediums because electronic dissemination does not involve printing
and delivery costs. The new medium of content dissemination provided by the
Internet has in turn lead to new forms of advertising, especially banner
advertisements that appear as Web sites are displayed. As the presence on the
Web of suppliers of content and advertising increases, the new forms of
advertising such as the banner advertisements should increase in prominence as
well, thus creating additional revenue opportunities.

Although businesses are pursuing electronic commerce rapidly and at
increasing rates, the basic differences of electronic commerce from historical
commerce require companies to take fundamentally new approaches. A number of
Internet professional services firms have emerged to assist businesses with the
development and implementation of their electronic commerce strategies. However,
these firms tend to be small and focused on a particular aspect of electronic
commerce, apparently lacking the necessary depth and integration of strategic,
technical and creative skills to meet all the electronic commerce needs of a
business. After analyzing the very fragmented Internet service industry,
management has concluded that:

1. Most traditional advertising and marketing agencies have
neither a proven track record of success in the area of
electronic commerce and lack the extensive technical skills
(such as application development, and legacy system and
database integration) required to solve increasingly complex
electronic commerce problems.
2. Most vendors of computer and technology products and services
lack the creative and marketing skills required to build
audiences and deliver unique and compelling content, and are
further constrained by their need to recommend their
proprietary brands.
3. Internet access service providers, whose core strength is in
providing Internet access and site hosting, typically lack
both the necessary creative and application development
skills.

Management believes that to provide fully competent Internet services,
a service provider must possesses a full range and integration of strategic,
technical and creative skills required for electronic commerce.

Businesses seeking to realize the benefits provided by electronic
commerce face a formidable series of challenges presented by the need to link
business and marketing strategies, new and rapidly changing technologies and
continuously updated content. The establishment and maintenance of a Web site to
pursue electronic commerce requires significant technical expertise in a number
of areas, such as electronic commerce systems, security and privacy
technologies, application and database programming, mainframe and legacy
integration technologies and advanced user interface and multimedia production.
Marketing expertise in a number of areas (including the development of
audiences, greater search engine presence, and broader ranges of links to the
site) is also required. Few businesses (especially small, emerging and mid-sized
businesses) appear to have the time, money, and strategic, technical and
creative skills to implement an electronic commerce strategy on their own. In
addition, management believes that the novelty, complexity and rapid development
of electronic commerce has left many businesses (especially small, emerging and
mid-sized businesses) bewildered and reluctant to act, despite a strongly felt
need to become involved in electronic commerce.

Furthermore, the Company believes that most firms providing services to
develop and implement electronic commerce strategies charge on a flat-fee or
time and materials basis. Under these pricing approaches, the service firm
profits from providing the services regardless of whether or not the client
business profits from the services provided. Accordingly, the interests of the
client and the service provider are not aligned because the client bears the
entire loss of a failed electronic commerce strategy while the service provider
bears none of this risk. Management believes that these pricing approaches
engender a suspicion that the service provider may not be candidly assessing a
client's electronic commerce potential, lest the service provider dissuade the
prospective client and miss an opportunity for a fee. While a business
contemplating an electronic commerce strategy may be concerned about missing a
business opportunity that may be necessary to bolster or preserve the business'
competitive posture, the business is equally concerned about avoiding a
worthless investment in money, time and business readjustment. Management
believes that flat-fee and time and materials pricing approaches further inhibit
businesses' willingness to undertake electronic commerce strategies.

Overall the Company believes that electronic commerce presents
excellent business opportunities for the foreseeable future. Because of the
relative novelty of electronic commerce, the Company believes that the market
for electronic commerce is fairly wide-open, although market leadership has
already been established in a number of respects. Nonetheless, plenty of
opportunities still exist, especially with regard to small, emerging and
mid-sized businesses. The Company believes that customer unfamiliarity and the
fragmented state of the electronic commerce market creates an opportunity for a
company with fully integrated strategic, technical and creative Internet skills
that can assist businesses while sharing the risk imposed by electronic commerce
strategies. Prior to the present, the number of consumers with Internet access
was probably too small for small, emerging and mid-sized businesses (the
Company's target prospects) to participate successfully in electronic commerce.
The Company believes that the present represents an excellent time to enter into
new markets created by electronic commerce at a time when entry is easier and
market position can be better established than it may be if entry were attempted
further into the future.

Despite the Company's optimism about the future of electronic commerce,
the pursuit of a plan of a business plan based on electronic commerce is not
without considerable risks. For more information about these risks, see "RISK
FACTORS - Dependence on the Internet, - Uncertain Acceptance of the Internet as
a Medium for Commerce, - Developing Market, - Internet Commerce Security Risks,
- - Risks Associated with Technological Change, - Risk of System Failure; Single
Site, - Regulatory Concerns, and - Other Potential Liability."

THE JVWEB SOLUTION
The Company was founded to seek out and capitalize on business
opportunities presented by electronic commerce. The Company believes that the
anticipated migration from traditional shopping to electronic shopping, and the
anticipated increase in the electronic dissemination of content, will present
for the foreseeable future excellent business opportunities to sell products and
services that are now either not available at all or are available only to a
limited extent in electronic commerce, and to offer new forms of advertising
made available by the Internet. While the Company may pursue some of these
opportunities on its own, the Company expects that it will pursue most of these
opportunities with joint venture partners who have established businesses,
products and services. The Company intends to offer to prospective joint venture
partners technical Internet expertise (and in certain instances financial
assistance) for an ownership interest in the resulting electronic business, in
lieu of an up-front payment of cash. The Company believes that, because of the
strongly perceived need to be engaged in electronic commerce and the hesitancy
of many established businesses to pursue electronic commerce on their own (due
to their unfamiliarity with electronic commerce and the unique way of
approaching it and the concern about bearing a substantial loss from a failed
electronic commerce strategy), the Company should have for the foreseeable
future an ample array of joint venture prospects. The Company also intends to
develop a full, integrated ensemble of strategic, technical and creative skills
required for electronic commerce. Currently, the Company relies on third party
vendors to provide these skills. However, the Company intends actively to seek
acquisitions to give these skills to the Company internally.

Key components of the Company's solution to the question of
capitalizing on the anticipated growth in electronic commerce, the migration of
traditional shopping to electronic shopping, and the increase in the electronic
dissemination of content, include:

Identification and Selection of Electronic Commerce Opportunities.
Although the number of businesses engaging in electronic commerce by means of
Web sites is growing rapidly, the number of businesses that have not yet
engaged, and the number of products and services that have not been offered and
content not made available, in electronic commerce remain very large. The
Company intends to maintain an active program of locating electronic commerce
opportunities, and to select only those opportunities that present the greatest
likelihood of success.

Joint Ventures. Although the Company expects to undertake some
electronic commerce opportunities alone, the Company believes that it will
undertake most electronic commerce opportunities through joint ventures with
established, profitable businesses whose products, services or content (in most
cases) are not currently being offered electronically. The Company would furnish
expertise in electronic commerce (and in certain instances financial assistance)
for an equity interest in the resulting electronic business, in lieu of an
up-front payment of cash. Because of the Company's willingness to enter into
such an arrangement, the Company expects to be an attractive joint venture
partner for many established business seeking to become engaged in electronic
commerce. This willingness will allow selected businesses to enter into
electronic commerce with minimal financial investment and risk, while providing
the Company with a substantial potential return for its services and financial
contributions. The Company's limited experience thus far indicates that for the
foreseeable future the Company will have an ample array of joint venture
prospects. The Company expects that for the foreseeable future the financial
assistance that the Company will provide to a joint venture in which it
participates may range from fairly minimal amounts to approximately $100,000 at
the high end. In order to provide this financial assistance, the Company will
have to procure funds from various sources, which are discussed in "RISK FACTORS
- - Future Capital Needs; Uncertainty of Additional Financing" above. There can be
no assurance that the Company will be successful in procuring these funds.
Electronic Store Economics. By pursuing electronic opportunities as the
Company expects, the Company will in effect become an electronic retailer.
Electronic retailers enjoy meaningful structural economic advantages relative to
traditional retailers. They enjoy significantly improved inventory turnover,
avoid investment in expensive retail real estate and realize reduce personnel
requirements. Further, electronic retailers serve a global market through
centralized operations, allowing their investments in Web sites, content,
marketing and technology to be leveraged over a relatively large sales base.
Beyond the benefits of selection, purchasing products and services from an
electronic retailer is more convenient than shopping in a physical retail store
because the electronic retailer is open 24 hours a day and shopping does not
require a trip to a store. Products can be shipped directly to the customer's
home or office. The Company believes that customers may buy more products and
services because they have more hours to shop and can act immediately on a
purchase impulse. Because an electronic retailer has a global reach, it can
deliver an extremely broad selection to customers in rural, international or
other locations that cannot support traditional retailers offering comparable
products and services. Web sites may include not only the content and
applications dealing directly with products and services and their purchase, but
also stimulating content to inform and entertain customers while shopping, thus
encouraging the shopper to return for more visits and to make more purchases.
Over time, the Company can accumulate substantial preference and behavioral
information that will allow it to customize targeted sales efforts and to
provide value-added services to its customers.

Content Opportunities. The Company also expects to pursue opportunities
created by the relatively new ability to disseminate content electronically.
Many businesses that disseminate content (such as newspapers, magazines and
journals) continue to use historical delivery methods, primarily print.
Electronic dissemination of content offers numerous advantages over historical
methods of content dissemination, such as quicker delivery, more up-to-date
content, more flexible presentation using such techniques as live video, audio
and links to related content, and much lower costs of production. Electronic
content dissemination has lead to new forms of advertising, such as banner
advertisements. In addition, providing content electronically on a limited,
sample basis is expected to increase sales of the underlying hardcopy content.
The Company intends to seek joint ventures with existing content providers to
provide their content electronically to increase subscription and advertising
revenues.

Acquisitions. The Company intends actively to seek acquisitions to
develop a full, integrated ensemble of strategic, technical and creative skills
required for electronic commerce. Currently, the Company relies on third party
vendors to provide these skills. However, the Company foresees great benefits by
being able to provide these skills internally. While a small number of companies
providing integrated Internet skills are already well-established and growing,
management believes that the market for integrated Internet services is
currently underserved.

STRATEGY
The Company's objective is to take advantages of electronic commerce
opportunities. The Company plans to attain this goal through the following key
strategies:

Electronic Commerce Opportunities. The Company intends to seek
attractive electronic commerce opportunities for it to undertake on its own or
through joint ventures with established businesses. The Company intends to
maintain a program of actively seeking electronic commerce opportunities and
selecting only those opportunities that present the greatest likelihood for
success. The Company's success will depend on its ability to identify and
successful pursue electronic commerce opportunities as they arise.

Create Customer Loyalty by Delivering a Compelling Value Proposition.
In connection with the Company's commerce-driven opportunities, the Company's
goal is to deliver to the Company's customers the benefits of electronic
commerce and by maintaining relentless customer focus. The Company will strive
to offer its customers compelling value through innovative use of technology,
broad selection, high-quality content, a high level of customer service,
competitive pricing and personalized services. In addition, the Company will
seek to offer its customers a high-quality shopping experience through
informative and entertaining content, as well as simple and efficient navigation
capabilities.

Build Strong Brand Recognition. The Company's strategy is to develop,
promote, advertise and increase the brand equity and visibility of its products,
services and advertising through excellent service and a variety of marketing
and promotional techniques, including advertising on other Web sites and other
media, conducting an ongoing public relations campaign and developing business
alliances and partnerships.

Create a Superior Economic Model. Because the Company will not be
burdened by the costs or legacy of physical store networks, related personnel,
and printing and delivering of content, the Company believes it will have an
inherent economic advantage relative to traditional retailers and providers of
content. The Company's goal is to capitalize on this advantage by aggressively
driving revenue growth to achieve economies of scale and by incorporating
technological advances throughout its Web sites.

Maintain Technology Focus and Expertise. A state-of-the-art interactive
commerce platform is necessary to enhance the Company's service offering,
leverage the unique characteristics of retailing and electronic content
delivery, and enable a superior economic model. The Company will be committed to
developing, acquiring and implementing technology-driven enhancements to its Web
sites and transaction-processing systems. Among other technology objectives, the
Company intends to provide increasingly valuable personalized service programs,
make user interfaces as intuitive, engaging and fast as possible and
continuously improve the efficiency of its fulfillment activities.

Pursue Incremental Revenue Opportunities. The Company intends to
leverage its brands, electronic commerce experience, operating infrastructures
and customer bases to broaden its presence and develop additional revenue
opportunities. In addition, the Company will consider developing incremental
revenue opportunities through affiliated or related Web sites, related product
areas, geographic expansion or acquisition of complementary businesses, products
or technologies. Finally, the Company's customer demographic and substantial
site traffic create a meaningful opportunity for advertising sales, the sale of
demographic information and the sale of links to other sites to be featured on
the Company's sites.

Strengthen Electronic Commerce Abilities. The Company intends to
continue to build a critical mass of strategic, technical and creative talent
primarily through acquisitions in order to strengthen its electronic commerce
abilities. The Company intends to continue efforts to identify, review and
integrate the latest electronic commerce technologies and accumulating and
deploying the best demonstrated practices for developing and implementing
electronic commerce strategies.

Develop Additional Strategic Relationships. The Company has developed a
number of informal strategic relationships with advertisement agencies, web
developers, site content managers, site hosts and other persons whose services
are necessary to develop and implement an electronic commerce strategy. None of
these strategic relationships has yet resulted in a legal binding relationship.
While the Company intends to develop the ability to render these services
internally, the Company also intends to continue developing strategic
relationships so that the Company can have adequate access to such services for
the foreseeable future. The Company expects that it may ultimately acquire some
of the firms with which it establishes strategic relationships.

Attract and Retain Exceptional Employees. The Company believes that
versatile and experienced employees provide significant advantages in the
rapidly evolving market in which it will compete. The Company is committed to
building a talented employee base and to attracting an experienced management
team.

OPPORTUNITY SELECTION
Management believes that opportunities in electronic commerce are
either commerce-driven or content-driven. Commerce-driven opportunities involve
the sale of products and services through electronic mediums, such as electronic
stores. Content-driven opportunities involve the provision of content (such as
that historically provided by newspapers, magazines and journals) through
electronic mediums, the attraction of consumers to such content, and the
offering of advertising (and even products and services) in connection with the
provision of such content. The Company expects to pursue both commerce-driven or
content-driven opportunities.

Currently the Company learns of all its electronic commerce
opportunities through word-of-mouth referrals. For the present, the Company has
been able to learn of a sufficient number of electronic commerce opportunities
by this means. However, in the future as the Company grows, the Company intends
to advertise for joint venture prospects primarily through the Internet, once
regulatory constraints have been complied with. Moreover, the Company may engage
investment bankers, brokers and other intermediaries to locate these prospects
as well.

Once a joint venture prospect is presented, a thorough study will be
undertaken of the prospect's strategic market position, business requirements
and existing systems and capabilities, to determine the likelihood that the
prospect's business will succeed in electronic commerce. After the study, the
Company's site management team (composed of the site administrator, web
marketing consultant, financial controller and project manager) accepts or
rejects the prospect. This decision is based on a number of factors, such as the
prospect's historical or prospective ability to fulfill orders, the lack of a
clearly perceived electronic commerce strategy, the lack of perceived electronic
market interest and the need for an initial budget too high to warrant the
related risk. Currently, the Company intends to charge a $2,500 application fee
to defer the costs of screening a prospect. If the Company decides not to pursue
a joint venture with the prospect, the Company will develop a basic Web site for
the prospect in consideration of the application fee.

If a prospect is accepted, the Company enters into negotiations with
the prospect to formalize an on-going joint venture relationship. The Company
expects that the joint ventures it forms will assume the form of corporations or
limited liability companies organized in Delaware (a favorable state for
corporations), Texas (the state in which the Company is headquartered), or
another favorable jurisdiction. The Company expects that it will own between 20%
to 80% of the outstanding equity interests in each joint venture depending on
the relative contributions of the venturers. The documentation governing the
joint venture will delineate the respective responsibilities of the Company and
its joint venture partner. In the case of the Company, these responsibilities
are expected to include the contribution of necessary strategic, technical and
creative skills and (in certain instances) financial assistance in developing
the joint venture's Web site. (For the present, the Company will act as the
coordinating consultant and will utilize third party vendors in providing the
foregoing skills; however, the Company intends to acquire these skills
internally, primarily through acquisitions.) The joint venture partner's
responsibilities will include the furnishing of the joint ventures' products or
services, the content for the joint ventures' Web sites, and the related
business expertise. The Company expects that it and its joint venture partner
will have management authority with respect to the respective areas for which
they have responsibility. The capital contributions of the venturers should be
fairly minimal, and will be worked out on a case-by-case basis. The Company
expects that as the joint ventures with commerce-driven Web sites receive
revenues, such revenues will be first used to reimburse the joint venture
partner for the costs of providing the joint venture's product or services, then
such revenues will be used to pay other joint venture expenses, and then the
remainder will be distributed to the venturers in accordance with their
percentage ownership. A similar scheme will be used for joint ventures with
content-driven Web sites, except that the joint ventures' revenues are expected
to result from additional advertising and additional subscription to the
underlying hardcopy publication resulting from the Web sites. The Company
expects that the documentation governing the joint venture will include a
buy-sell arrangement whereby either the Company or its joint venture partner may
terminate its relationship with the other by setting the price and terms of the
purchase of one of the venturer's interest and allowing the other venturer to
elect to sell to or buy out the venturer setting the price and terms for such
price and upon such terms. The Company also expects that the terms of the joint
ventures will be renewable on an annual basis and the documentation governing
the joint venture will provide for the sale of the joint venture's business upon
dissolution either to a third party, or to the Company or its joint venture
partner at an appraised price.

The Company expects that for the foreseeable future the financial
assistance that the Company will provide to a joint venture in which it
participates may range from fairly minimal amounts to approximately $100,000 at
the high end. In order to provide this financial assistance, the Company will
have to procure funds from various sources, which are discussed in "RISK FACTORS
- - Future Capital Needs; Uncertainty of Additional Financing" above. There can be
no assurance that the Company will be successful in procuring these funds.

WEB SITES
The proper development and implementation of a Web site for a business
involves a number of steps. First, a thorough study is undertaken to determine
the likelihood that the business will succeed in electronic commerce. Once the
study determines that the business is likely to succeed in electronic commerce,
a strategy for developing a Web site is developed by a team composed of the
business principals, advertising agency, web developer and content site manager.
A domain name is agreed upon and obtained. The Web site is then "story boarded"
or laid out conceptually and graphically. A web developer develops the structure
of the Web site, including electronic commerce systems; host integration;
implementation of third-party applications and security technologies; and
integration of hardware, software and Internet access products. A compelling
user interface is created to attract and hold the attention of the target
audience while conforming to brand images and marketing campaigns. A
relationship with a third-party vendor is established to provide secure,
state-of-the-art, high-availability Web site hosting and integrated services for
e-mail and secure electronic commerce. Once operational, a Web site requires
ongoing support services for content maintenance, site administration, technical
problems, assistance with the hosting environment, and software support. As the
Web site nears completion, electronic marketing objectives are developed to
establish and increase Web site traffic, strengthen brand awareness and generate
sales leads. Electronic media planning and purchasing, and electronic public
relations is undertaken. This is followed by efforts to optimize the Web site's
search engine presence, increase site access through hyperlink recruitment and
disseminate key messages to Internet newsgroups, mailing lists and forums.
Typically a Web site starts as a basic site costing several thousand dollars. It
can then become increasingly more complex through the addition of more Web
pages, links and commercial capability. Ultimately, an extremely complex Web
site can cost several million dollars.

ELECTRONIC RETAIL STORES
Many, if not most, of the Company's commerce-driven Web sites are
expected to assume the form of an electronic retail store. Customers enter an
electronic retail store through a Web site and, in addition to ordering products
and services, can conduct targeted searches, browse from among highlighted
selections, read content provided, register for personalized services,
participate in promotions and check order status.

Browsing. As a customer proceeds through the store, he or she
encounters graphic images of featured products and services. Clicking with the
mouse on any of these images pulls up more information about the featured
product and service, as well as a button which, if clicked on, adds the product
or service to the customer's order. The Company's electronic stores are expected
to offer visitors a variety of highlighted subject areas and special features.
To enhance the shopping experience and increase sales, the Company are expected
to feature various products and services on a rotating basis throughout the
store. These images of featured products and services appear one or two at a
time, in addition to whatever material the customer specifically requested.

Ordering. To purchase a product or service, customers simply click on a
button to add the product or service to their virtual shopping baskets.
Customers can add and subtract products and services from their shopping baskets
as they browse, prior to making a final purchase decision, just as in a physical
store. To execute orders, customers click on the buy button and are prompted to
supply shipping and credit card details, either by e-mail, fax or telephone.
This information will be stored on a secure server and need not be provided
again by repeat customers. The personal password allows repeat customers to
automatically access their previously provided shipping and credit card
information. The Company's system will automatically confirm each order by
e-mail to the customer shortly after the order is placed and advises customers
by e-mail shortly after orders are shipped.

Availability and Fulfillment. The Company does not expect to carry very
much inventory but will rely almost exclusively on its joint venture partners
and third party vendors and manufacturers for fulfillment of orders. Orders will
be received by the Company's site administrator, who will then notify and direct
the related joint venture partner or third party vendor to fulfill the order.
Most of the Company's products are expected to be available for immediate
shipment, while others are available for shipment within 48 to 72 hours.
Customers will be permitted to select from a variety of delivery options,
including overnight and various international shipping options, as well as
gift-wrapping services. The Company will use e-mail to notify customers of order
status under various conditions. The Company will seek to provide rapid and
reliable fulfillment of customer orders.

Content. The Company's electronic retail stores are expected to offer
numerous forms of content to entertain and engage shoppers, enhance the
customer's shopping experience and encourage purchases. These forms will include
articles by experts on subjects in which visitors to the Company's Web sites are
expected to be interested, chat rooms in which visitors can communicate with
each other and with selected persons in whom visitors are expected to be
interested, and contests in which visitors have a chance to win a prize.

Electronic Community. By creating an electronic community, the Company
hopes to provide customers with an inviting and familiar experience that will
encourage them to return frequently to the Company's Web sites and to interact
with other users, and that will promote loyalty and repeat purchase. In addition
to the content of the Web sites, the Company intends to establish chat rooms in
which visitors to the Web sites, who presumably will have something in common
with each other, can communicate with each other in real time. Experts and
authors of the content featured on the Company's Web sites are expected to
participate in these chat rooms, thus giving visitors the opportunity to engage
in a dialogue and acquire information in which they are interested.

Customer Service and Personalized Services. The Company believes that
its ability to establish and maintain long-term relationships with its customers
and encourage repeat visits and purchases depends, in part, on the strength of
its customer support and service operations and staff. Furthermore, the Company
values frequent communication with and feedback from its customers in order to
continually improve its electronic stores and its services. The Company will
offer e-mail addresses to enable customers to request information and to
encourage feedback and suggestions. The Company will maintain a team of customer
support and service personnel for handling general customer inquiries, answering
customer questions about the ordering process, and investigating the status of
orders, shipments and payments. The Company will also offer a toll-free line for
customers who are reluctant to enter their credit card numbers through the Web
site. The Company will automate certain of the tools used by its customer
support and service staff, and the Company intends to pursue actively on-going
enhancements to and automation of its customer support and service systems and
operations. The Company currently expects to notify its customers electronically
by e-mail as orders are received and shipped. The Company also expects to notify
its customers by e-mail of products, services and other matters in which they
may be interested. The Company also expects to notify its customers
electronically by e-mail on a regular basis as to promotions the Company is then
running.

Collaborative Filtering. The Company intends to add a collaborative
filtering service to its personalized service offerings in the future. The
collaborative filtering service will function as an expert reviewer that
develops a relationship with customers, helping them to find products and
services they may like based on their preferences.

SOLE CURRENT PROJECT
Although the Company has several Web sites under consideration, the
Company's only Web site currently under development is www.dadandme.com, which
became operational on March 20, 1998. This wholly-owned Web site of the Company
is dedicated to fortifying and enhancing fatherhood and offering products sold
under the "Dad & me" logo. The concept originated from a series of children
books written by Greg J. Micek, a director and the President of the Company.
This Web site will feature content and products addressed specifically to
fathering issues. Initial products will number approximately 20 and are expected
to include T-shirt, sweatshirts, polo shirts, pen and pencil sets, books, mugs
and picture frames. The www.dadandme.com Web site features articles on parenting
and a chat room in which visitors can communicate with each other and with an
authority on children. The Company is using www.dadandme.com as a test site for
future Web sites to be developed by the Company. Several other Web sites
currently under consideration are expected to commence full-scale development
after www.dadandme.com has been operational for several months. The Company
expects that www.dadandme.com will eventually be link with another Web site,
www.familylifestyle.com, a Web site expected (through links) to serve as a hub
for a series of commercial sites dedicated to family issues and products.

ACQUISITIONS
The Company intends to pursue an active acquisition program in an
effort to foster the Company's growth over and above the growth that can be
achieved internally. The Company believes that there are a number of potential
acquisition candidates that satisfy its acquisition objectives. The Company is
currently discussing the acquisitions of several companies. These companies are
engaged in a variety of businesses (such as advertising services, merchandise
fulfillment and web development and integration) that would further enable the
Company to provide Internet and electronic commerce services. Each of the
companies with which the Company is currently engaged in discussions has annual
revenues of less than $250,000. The Company has not yet reached an agreement in
principle with regard to the acquisition of any of these companies. There is no
assurance that any acquisitions will result from discussions with any of these
companies. Acquisition candidates are expected to include emerging electronic
commerce companies, traditional companies with good prospects for significant
electronic commerce, and Internet service companies capable of enhancing the
Company's Internet resources. Some of these may include the Company's joint
venture partners and third party vendors.

Management will be dedicated to identifying potential acquisition
candidates. The Company may in the future retain the services of investment
bankers, brokers and other intermediaries to assist in identifying potential
acquisition candidates. Management will also engage in negotiations and due
diligence activities with each acquisition candidate to explore whether it meets
the Company's operating strategy, and will work to complete the acquisition of
suitable candidates. The Company will stress to each acquisition candidate the
advantages of merging with the Company, including the benefits of being part of
an organization committed to growth. Following the closing of each acquisition,
the Company intends to move rapidly to integrate the acquired company into the
Company's operations.

The Company has not developed, nor does it currently intend to develop,
a valuation model and a standardized transaction structure it will use on a
consistent basis for its anticipated acquisitions. Instead, the Company
anticipates considering each acquisition on a case-by-case basis. However, the
Company expects that the purchase price for acquisition candidate will be based
on quantitative factors, including historical revenues, profitability, financial
condition and contract backlog, and the Company's qualitative evaluation of the
candidate's management team, operational compatibility and customer base.
Nonetheless, the Company expects to acquire suitable candidates through mergers
in exchange for shares of Common Stock, and 5,000,000 shares of Common Stock are
being registered in this connection and for this purpose.

The acquisitions are expected to be accounted for using the
pooling-of-interests method of accounting. However, some acquisitions may be
accounted for using the purchase method of accounting. Under this method of
accounting, for each acquisition, a portion of the purchase price would be
allocated to the tangible and identifiable intangible assets acquired and
liabilities assumed based on their respective fair values on the acquisition
date. This portion would include both (i) amounts allocated to in-process
technology and immediately charged to operations and (ii) amounts allocated to
completed technology and amortized on a straight-line basis over the estimated
useful life of the technology of six months. The portion of the purchase price
in excess of tangible and identifiable intangible assets and liabilities assumed
would be allocated to goodwill and amortized on a straight-line basis over the
estimated period of benefit, which ranges from one to two years. The results of
operations of the acquired entity would be consolidated with those of the
Company as of the date the Company acquires effective control of the acquired
entity, which generally would occur prior to the formal legal closing of the
transaction and the physical exchange of acquisition consideration. In addition,
the Company may grant stock options to employees of an acquired company to
provide them with an incentive to contribute to the success of the Company's
overall organization. As a result of both the purchase accounting adjustments
and charges for the stock options just described, the Company may incur
significant non-cash expenses related to its acquisitions.

The successful implementation of the Company's acquisition strategy
depends on the Company's ability to identify suitable acquisition candidates,
acquire such companies on acceptable terms and integrate their operations
successfully with those of the Company. There can be no assurance that the
Company will be able to do so. Moreover, in pursuing acquisitions the Company
may compete with companies with similar acquisition strategies. Most of these
competitors will be larger and have greater financial and other resources than
the Company. Competition for these acquisition targets could also result in
increased prices for acquisition targets and a diminished pool of companies
available for acquisition. Acquisitions also involve a number of other risks,
including adverse effects on the Company's reported operating results from
increases in goodwill amortization, acquired in-process technology, stock
compensation expense and increased compensation expenses resulting from newly
hired employees, the diversion of management attention, risks associated with
the subsequent integration of acquired businesses, potential disputes with the
sellers of one or more acquired entities and the failure to retain key acquired
personnel. Client satisfaction or performance problems with an acquired firm
could also have a material adverse impact on the reputation of the Company as a
whole, and any acquired company could significantly fail to meet the Company's
expectations. Due to all of the foregoing, the Company's pursuit of an overall
acquisition strategy or any individual completed, pending or future acquisition
may have a material adverse effect on the Company's business, results of
operations, financial condition and cash flows. If the Company issues Common
Stock to complete future acquisitions as it expects to, there will be ownership
dilution to existing stockholders. In addition, to the extent the Company
chooses to pay cash consideration in such acquisitions, the Company may be
required to obtain additional financing and there can be no assurance that such
financing will be available on favorable terms, if at all.

INTELLECTUAL PROPERTY
The Company regards its service marks, trademarks, trade dress, trade
secrets and similar intellectual property as critical to its success, and relies
on trademark law, trade secret protection and confidentiality and/or license
agreements with its employees, customers, partners and others to protect its
proprietary rights. The Company pursues the registration of its trademarks and
service marks in the U.S. and internationally, and has applied for the
registration of certain of its trademarks and service marks. Effective
trademark, service mark, and trade secret protection may not be available in
every country in which the Company's products and services are made available
electronically. The Company may license to third parties in the future certain
of its proprietary rights, such as trademarks. While the Company will attempt to
ensure that the quality of its brands are maintained by such licensees, there
can be no assurance that such licensees will not take actions that might
materially adversely affect the value of the Company's proprietary rights or
reputation, which could have a material adverse effect on the Company's
business, prospects, financial condition and results of operations. There can be
no assurance that the steps taken by the Company to protect its proprietary
rights will be adequate or that third parties will not infringe or
misappropriate the Company's trademarks, trade dress and similar proprietary
rights. In addition, there can be no assurance that other parties will not
assert infringement claims against the Company. The Company may be subject to
legal proceedings and claims from time to time in the ordinary course of its
business, including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties by the Company and its licensees.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources.

MARKET AND MARKETING
The Company's objective is to take advantages of electronic commerce
opportunities. The Company's marketing will be focused on developing a flow of
potential electronic commerce opportunities for the Company's consideration, and
developing sales of the products, services and advertising offered through the
electronic commerce opportunities selected by the Company.

Currently, the Company learns of all of its potential electronic
commerce opportunities through word-of-mouth referrals. In the future, the
Company intends to advertise for electronic commerce opportunities on the
Internet once regulatory constraints have been complied with, and the Company
may engage intermediaries and brokers to locate these prospects as well. One way
or the other, the Company intends to maintain an active program of locating
electronic commerce opportunities.

With respect to the Company's products and services offered through Web
sites, the Company's marketing strategies will be designed to strengthen its
brand names, increase customer traffic to its Web sites, build strong customer
loyalty, maximize repeat purchases and develop incremental revenue
opportunities. The Company intends to build customer loyalty by creatively
applying technology to deliver personalized programs and service, as well as
creative and flexible merchandising. The Company will be able to provide
increasingly targeted and customized services by using the extensive customer
preference and behavioral data obtained as a result of its experience. The
Internet allows rapid and effective experimentation and analysis, instant user
feedback and efficient "redecorating of the store for each and every customer,"
all of which the Company intends to incorporate in its merchandising. In
contrast to traditional direct-marketing efforts, the Company's personalized
notification services will send customers highly customized notices at
customers' request. By offering customers a compelling and personalized value
proposition, the Company will seek to increase the number of visitors that make
a purchase, to encourage repeat visits and purchases and to extend customer
retention. Loyal, satisfied customers also generate word-of-mouth advertising
and awareness, and are able to reach thousands of other customers and potential
customers because of the reach of electronic commerce.

The Company will employ a variety of media, program and product
development, business development and promotional activities to achieve these
goals. The Company intends to place advertisements on various Web sites. These
advertisements usually take the form of banners that encourage readers to click
through directly to the Company's Web sites. The Company also intends to enter
into co-marketing agreement pursuant to which links to the Company's Web sites
will be featured on other, non-Company Web sites. The Company also intends to
engage in a coordinated program of print advertising in specialized and general
circulation newspapers and magazines. In the future it may begin advertising in
other media. This activity will be undertaken with the hope of the Company being
featured in a wide variety of television shows, articles and radio programs and
widely-read portions of the Internet, such as portions included on Netscape and
Yahoo!

TECHNOLOGY
The Company has implemented a broad array of site management, customer
interaction, transaction-processing and fulfillment services and systems using
commercially available, licensed technologies. The Company's current strategy is
to license commercially available technology whenever possible rather than seek
internally developed solutions.

The Company will use a set of applications for accepting and validating
customer orders, organizing, placing and managing orders with vendors, receiving
product and assigning it to customer orders, and managing shipment of products
and services to customers based on various ordering criteria. These applications
will also manage the process of accepting, authorizing and charging customer
credit cards. In addition, the Company's systems will allow it to maintain
ongoing automated e-mail communications with customers throughout the ordering
process at a negligible incremental cost. These systems will automate many
routine communications entirely, facilitate management of customer e-mail
inquiries and allow customers to (on a self-service basis) check order status,
change their e-mail address or password, and check subscriptions to personal
notification services.

A group of systems administrators and network managers will monitor and
operate the Company's Web sites, network operations and transaction-processing
systems. The continued uninterrupted operation of the Company's Web sites and
transaction-processing systems is essential to its businesses, and the site
operations staff is expected to ensure, to the greatest extent possible, the
reliability of the Company's Web sites and transaction-processing systems.

COMPETITION
The electronic commerce market is new, rapidly evolving and intensely
competitive, the Company expects such competition to intensify in the future.
Barriers to entry are minimal, and current and new competitors can launch new
Web sites at a relatively low cost. The Company expects that it will encounter
fierce competition with regard to any product or service that it offers in the
future. Competitive pressures created by any current or future competitors could
have a material adverse effect on the Company's business, prospects, financial
condition and results of operations. The Company believes that the principal
competitive factors in its markets will be brand recognition, selection,
personalized services, convenience, price, accessibility, customer service,
quality of editorial and other site content and reliability and speed of
fulfillment, and the Company intends to compete vigorously in all of these
aspects. The Company expects that most of its current and potential competitors
will have longer operating histories, larger customer bases, greater brand
recognition and significantly greater financial, marketing and other resources
than the Company. In addition, electronic retailers 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
electronic commerce increases. Certain of the Company's competitors may be able
to secure merchandise from vendors on more favorable terms, devote greater
resources to marketing and promotional campaigns, adopt more aggressive pricing
or inventory availability policies and devote substantially more resources to
their Web sites and systems development than the Company. Increased competition
may result in reduced operating margins, loss of market share and a diminished
brand franchise. There can be no assurance that the Company will be able to
compete successfully against current and future competitors, and competitive
pressures faced by the Company may have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
Further, as a strategic response to changes in the competitive environment, the
Company may from time to time make certain pricing, service or marketing
decisions or acquisitions that could have a material adverse effect on its
business, prospects, financial condition and results of operations. New
technologies and the expansion of existing technologies may increase the
competitive pressures on the Company. In addition, companies that control access
to transactions through network access or Web browsers could promote the
Company's competitors or charge the Company a substantial fee for inclusion.

EMPLOYEES
The Company currently has only one employee, Greg J. Micek. Mr. Micek
currently devotes all of his business time and attention to the Company. The
Company expects that it may have as many as five employees within the next year,
excluding employees of acquired businesses. Although the competition for
employees is fairly intense, the Company does not now foresee problems in hiring
additional qualified employees to meet its labor needs.

FACILITIES
The Company currently leases a small amount of office space for its
corporate offices on a month-to-month basis. The Company also owns the
intellectual property rights in its domain names and Web sites.
The Company does not own any significant tangible property.

LEGAL PROCEEDINGS
Since the date of its organization through the date of this Prospectus,
the Company has not been involved in any legal proceedings. There can be no
assurance, however, that the Company will not in the future be involved in
litigation incidental to the conduct of its business.

<PAGE>

MANAGEMENT

Directors and Executive Officers.
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

Name Age Positions
<S> <C> <C> <C>

Greg J. Micek 43 Director, President

Lewis E. Ball 66 Director

Dudley R. Anderson 51 Treasurer & Secretary
</TABLE>

Greg J. Micek has served as a Director and President of the Company
since inception. Since 1983, Mr. Micek has been a principal of The Micek Group,
a business consulting firm. In this connection, from June 1996 to June 1997 he
served as President and Chief Executive Officer of HyperDynamics Corporation
(formerly Ram-Z Enterprises, Inc.), a publicly traded company focusing on
technology acquisitions. In addition, from 1992 to 1994 Mr. Micek served as the
Project Manager for the City of Austin's Small Contractor Support Network, and
from 1991 to 1992, he served as a business reorganization consultant for Parker
Brothers, Inc. Mr. Micek received a Bachelor of Arts and a Doctorate of
Jurisprudence from Creighton University.

Lewis E. Ball has served as a director of the Company since November 15,
1997. He has been a financial consultant to a number of companies since 1993.
From June 1996 to January 1997, Mr. Ball served as the Chief Financial Officer
of HyperDynamics Corporation (formerly Ram-Z Enterprises, Inc.). Mr. Ball has
many years of industry experience as a Chief Financial Officer and Director of
several major public companies, including Stewart & Stevenson Services, Inc. and
Richmond Tank Car Company (from 1983 to 1993). He is a Certified Public
Accountant and a Certified Management Accountant. Mr. Ball earned a Bachelor of
Business Administration in Finance from the University of Texas at Austin,
followed by post-graduate studies in accounting at the University of Houston.

Dudley R. Anderson has served as the Treasurer and Secretary of the
Company since December 17, 1997. Since 1996, he has been a principal of Draco,
Ltd., a company providing strategic merger and acquisition services to public
and private companies in the energy, telecommunications and Internet industries.
From 1994 to 1996, Mr. Anderson was General Manager of Dunn International Inc.
From 1991 to 1994, he served as Executive Vice President of Serv-Tech, Inc. Mr.
Anderson received a Bachelor of Arts and a Master of Business Administration
from the University of Connecticut.

EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS

The Company does not expect to pay any executive officer in the current
fiscal year total annual salary and bonus exceeding $100,000.

The Company has entered into an employment agreement (the "Employment
Agreement") with Greg J. Micek, a Director and the President of the Company. The
Employment Agreement has a term of three years and will expire in accordance
with its terms in November 2000. Under the Employment Agreement, Mr. Micek is to
receive an annual salary of $60,000. Mr. Micek is also entitled to participate
in any and all employee benefit plans hereafter established for the employees of
the Company. The Employment Agreement contains a covenant not to compete barring
Mr. Micek from engaging in the electronic commerce business anywhere in the
world for one year after the termination of the Employment Agreement by the
Company with cause or by Mr. Micek without cause. In addition to the Employment
Agreement, the Company has entered into a stock option agreement (the "Micek
Option Agreement") with Mr. Micek. The option agreement grants to Mr. Micek
options to purchase 2,000,000 shares of Common Stock at a per-share purchase
price of $0.10. The options have a term of five years. In addition to the
preceding, in connection with the organization of the Company, the Company
issued to Mr. Micek 6.2 million shares of Common Stock in consideration of
payment of $62,000.

The Company has entered into a stock option agreement (the "Anderson
Option Agreement") with Dudley R. Anderson, the Treasurer and Secretary of the
Company. The Anderson Option Agreement provides that, for providing consulting
services to the Company, the Company shall issue to Mr. Anderson options to
purchase shares of Common Stock, at a purchase price per share equal to the fair
market value, on any day on which Mr. Anderson provides consulting services to
the Company. The number of shares with respect to which Mr. Anderson will be
issued options will depend on the number of hours of consulting services that he
provides on any particular day. Mr. Anderson will be issued an option to
purchase 250 shares (on any day on which he consults for up to four hours), 500
shares (on any day on which he consults for more than four hours and up to eight
hours), 750 shares (on any day on which he consults for more than eight hours
and up to ten hours) and 1,000 shares (on any day on which he consults for more
than ten hours). Notwithstanding the preceding, the maximum number of shares,
with respect to which Mr. Anderson may be granted options pursuant to the
Anderson Option Agreement, is 250,000. Each option issued under the Anderson
Option Agreement will have a term of five years after the date it is issued. As
of April 13, 1998, Mr. Anderson had been issued under the Anderson Option
Agreement options to purchase 42,250 shares of Common Stock. Neither the
Anderson Option Agreement nor any other agreement between the Company and Mr.
Anderson imposes a covenant not to compete upon Mr. Anderson.

As a finder's fee for making the introductions leading to the
investment of LS Capital in the Company and for a payment of $.01 per share, the
Company issued to Lewis E. Ball, a director of the Company, 100,000 shares of
Common Stock.

The Company has entered into an agreement with Kevin Dotson, a person
who will provide technical Internet consulting services to the Company. In this
agreement, the Company agreed to issue options to purchase shares of Common
Stock on the same terms as provided for in the Anderson Option Agreement,
including the per-share purchase price and the maximum limit on the number of
option shares. As of April 13, 1998, Mr. Dotson had been issued under his
agreement options to purchase 140,000 shares of Common Stock. The exact number
of shares of Common Stock with respect to which options will be issued to Mr.
Dotson can not now be determined.

The Company has entered into an agreement with G-2 Advertising, a
company that will provide advertising consulting services to the Company. In
this agreement, the Company agreed to issue options to purchase shares of Common
Stock, at a purchase price per share equal to fair market value, at a rate of
100 shares for each hour that G-2 Advertising provides consulting services to
the Company in excess of a monthly retainer amount, which is initially is
$1,000. As of December 22, 1997, G-2 Advertising had been issued under its
agreement options to purchase 3,000 shares of Common Stock. The exact number of
shares of Common Stock with respect to which options will be issued to G-2
Advertising can not now be determined.

The authorized number of directors of the Company is presently fixed at
two. Each director serves for a term of one year that expires at the following
annual stockholders' meeting. Each officer serves at the pleasure of the Board
of Directors and until a successor has been qualified and appointed. Currently,
directors of the Company receive no remuneration for their services as such, but
the Company will reimburse the directors for any expenses incurred in attending
any directors meeting.

There are no family relationships, or other arrangements or
understandings between or among any of the directors, executive officers or
other person pursuant to which such person was selected to serve as a director
or officer.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of February 25, 1998 information
regarding the beneficial ownership of Common Stock (i) by each person who is
known by the Company to own beneficially more than 5% of the outstanding Common
Stock; (ii) by each director; and (iii) by all directors and officers as a
group.
<TABLE>
<CAPTION>

Beneficial Ownership Beneficial Ownership
Name and Address of Prior to Distribution(1) After Distribution(1)
Beneficial Owner Number Percent Number Percent
- ---------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
Greg J. Micek 8,200,000(2) 75.5% 8,200,000(2) 75.5%
5444 Westheimer, Suite 2080
Houston, Texas 77056

LS Capital Corporation 2,000,000(3) 18.4% 614,750(4) 5.7%
15915 Katy Freeway, Suite 250
Houston, Texas 77094

Lewis E. Ball 100,000 (5) 100,000 (5)
15915 Katy Freeway, Suite 250
Houston, Texas 77094

All directors and officers
as a group (one person) 8,300,000(2) 76.4% 8,300,000(2) 76.4%

</TABLE>

(1) Includes shares Stock beneficially owned pursuant to options and warrants
exercisable within 60 days after the date of this Prospectus. (2) Includes
2,000,000 shares beneficially owned pursuant an option currently exercisable.
(3) Includes 1,500,000 shares beneficially owned pursuant to warrants currently
exercisable. (4) Includes 391,800 shares beneficially owned pursuant to warrants
currently exercisable. (5) Less than one percent

THE DISTRIBUTION
Reasons for the Distribution.
LS Capital's primary business is the mineral exploration and extraction
industry. However, the Board of Directors of LS Capital believes that electronic
commerce may present an excellent investment and diversification opportunity for
LS Capital and its stockholders. Accordingly, LS Capital acquired 500,000 shares
of Common Stock and 1,000,000 Class A Warrants on November 15, 1997 for a
payment of $5,000. An additional 500,000 Class A Warrants were subsequently
issued to LS Capital pursuant to an amendment of the original agreement between
the Company and LS Capital.

The Boards of Directors of the Company and LS Capital recognize that
publicly traded companies have certain advantages in comparison to privately
traded companies because of federal and state securities laws and certain market
realities. First, the stock of publicly traded (once properly registered) can be
offered to any person. Moreover, once purchased, the purchaser legally can sell
the stock immediately or at any time thereafter to any person whom the purchaser
chooses. In addition, for many publicly traded stocks, an active trading market
develops for the stock, making the stock fairly liquid and marketable. Because
of these advantages, publicly traded stock generally commands appreciably higher
values than privately traded or restricted stock in comparable companies. The
advantages of publicly traded stock increases a corporation's ability to raise
funds easier and in larger amounts. These advantages also give a corporation the
flexibility to use such publicly traded stock (instead of cash or debt) to
acquire companies. Sellers of companies may prefer to receive stock rather than
cash because they can do so without recognizing gain on the sale under the
federal tax code. However, they may refuse to accept privately traded or
restricted stock because of its illiquidity or unmarketability when they will
readily accept publicly trade stock because of its liquidity and marketability.
Moreover, publicly traded stock permits a corporation to establish more
attractive management and employee incentive plans to motivate management and
employee to perform at their highest level.

In addition, LS Capital has hired a consultant to evaluate the best
structure to manage LS Capital's proposed business activities and maximize value
for its stockholders. LS Capital has not received the report from the consultant
but LS Capital has been advised that such report may include a recommendation
that LS Capital convert to closed-end non-diversified investment holding company
status. In view of this possible recommendation and the other advantages of the
Company's being a publicly traded corporation, LS Capital has decided to
undertake the Distribution. LS Capital is currently undertaking another
distribution and expects to make additional distributions (similar to the
Distribution) of stock in other of its subsidiaries. After the Distribution, LS
Capital will hold approximately 222,980 shares of Common Stock and approximately
391,800 Class A Warrants, thus continuing its ownership interest in the Company
at a reduced level, and LS Capital stockholders will be free to either retain or
sell their own Common Stock as they individually choose. Of the securities being
registered, the approximately 72,950 shares of Common Stock and approximately
391,800 Class A Warrants not part of the Distribution may be sold by LS Capital
Corporation in the future to reimburse LS Capital for the efforts and expenses
that it incurred in connection with the Distribution.

For the reasons stated above, the LS Capital Board of Directors
believes that the Distribution is in the best interest of LS Capital. In
reaching its conclusions, the LS Capital Board of Directors has determined that
the Distribution is fair, from a financial point of view, to the holders of
shares of LS Capital common stock, although the Board of Directors has not
sought the opinion of any financial advisor to such effect.

Manner of Effecting the Distribution.
The Distribution consists of an aggregate of approximately 277,050
shares of Common Stock and approximately 1,108,200 Class A Warrants. The exact
numbers will depend upon final information provided by LS Capital's transfer
agent, although exact numbers are expected to differ only slightly, if at all.
In connection with the Distribution, each stockholder of LS Capital owning at
least 50 shares of LS Capital common stock will receive one share of Common
Stock and four Class A Warrants for each 50 shares of LS Capital common stock
owned on the Record Date. Fractional shares of Common Stock will not be issued.
Instead, LS Capital stockholders owning fewer than 50 shares of LS Capital
common stock on the Record Date will receive, in lieu of any share of Common
Stock, a cash dividend of $.01 per share of LS Capital common stock owned on the
Record Date. In addition, any LS Capital stockholder receiving Common Stock and
otherwise entitled to a fractional share of Common Stock shall receive, in lieu
of any fractional share of Common Stock, a cash dividend of $.01 per share of LS
Capital common stock otherwise causing the fractional share, up to an aggregate
dividend of $.49. The Company and LS Capital expect that an aggregate amount of
$20,000 may be needed to eliminate the fractional shares that would otherwise be
issued. LS Capital has agreed to pay this amount. Checks representing payment of
cash dividends in lieu of fractional shares may be obtained, by LS Capital
stockholders owning a total number of LS Capital common stock not a perfect
multiple of 50, by sending a written request to LS Capital Corporation, 15915
Katy Freeway, Suite 250, Houston, Texas 77094, Attention: Corporate Secretary.
Certificates representing the number of shares of Common Stock and number of
Class A Warrants to which LS Capital stockholders are entitled are being
delivered to LS Capital stockholders simultaneously with this Prospectus. The
shares of Common Stock will be fully paid and nonassessable. The holders thereof
will not be entitled to preemptive rights nor cumulative voting rights. See
"DESCRIPTION OF CAPITAL STOCK." No holder of LS Capital common stock will be
required to pay any cash or other consideration for the shares of Common Stock
or Class A Warrants received in the Distribution or to surrender or exchange
shares of LS Capital common stock in order to receive shares of Common Stock or
Class A Warrants.

The Distribution will result in approximately 3.93% of the outstanding
shares of Common Stock being distributed to holders of LS Capital common stock
on an undiluted basis. If all of the Class A Warrants being distributed are
exercised, the number of shares of the Common Stock being distributed (after
taking into account the exercises of the Class A Warrants) would equal
approximately 20.78% of shares of Common Stock outstanding after the exercises
of the Class A Warrants (assuming no additional shares of Common Stock are
hereafter issued). If all of the Warrants are exercised (including the Class A
Warrants being distributed and the Class B Warrants and the Class C Warrants
that will be issued thereafter), the total of shares of the Common Stock being
distributed (after taking into account the exercises of the Warrants) would
equal approximately 53.45% of shares of Common Stock outstanding after the
exercises of the Warrants (assuming no additional shares of Common Stock are
hereafter issued).

Shares of Common Stock and the Class A Warrants distributed to LS
Capital stockholders in connection with the Distribution generally will be
freely transferable. Such shares and warrants are expected to be traded in the
over-the-counter market, and thus may be purchased and sold through the usual
investment channels, including securities broker/dealers. Subject to the
sponsorship of a market maker, shares of Common Stock and the Class A Warrants
are expected to be traded on the OTC Electronic Bulletin Board. Notwithstanding
the above, shares of Common Stock and the Class A Warrants received in
connection with the Distribution by persons who are deemed "affiliates" of the
Company under the Act will be subject to certain restrictions. Persons who may
be deemed to be affiliates of the Company after the Distribution generally
include individuals or entities that control, are controlled by, or are under
common control with the Company and may include the directors and principal
executive officers of the Company as well as any principal stockholder of the
Company. Persons who are affiliates of the Company will be permitted to sell
their shares of Common Stock only pursuant to an effective registration
statement under the Act or an exemption from the registration requirements of
the Act, such as the exemptions afforded by Section 4(2) of the Act and Rule 144
thereunder.

In connection with the Distribution, Paul J. Montle, Kent E. Lovelace,
Jr. and Roger W. Cope (each a director and major stockholder of LS Capital) are
expected to receive, by virtue of their stock ownership in LS Capital,
approximately 41,418, 44,965 and 29,367 (respectively) representing
approximately 14.95%, 16.23%, and 20.60% (respectively), of the shares of Common
Stock comprising the Distribution. In this connection, each of Messrs. Montle,
Lovelace and Cope entered into an agreement with the Company whereby they agreed
he would not sell any shares of Common Stock received in connection with the
Distribution until twelve weeks after public trading has commenced in the Common
Stock, or thereafter sell in any three-month period more than 10,000 shares of
Common Stock received in connection with the Distribution. Furthermore, LS
Capital has agreed not to sell, during the three months after public trading has
commenced in the Common Stock, more than 22,000 shares of Common Stock covered
by this Prospectus but not part of the Distribution, and not to sell at any time
thereafter in any three-month period more than 10,000 shares of such registered
Common Stock.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Neither the Company nor LS Capital has obtained a private letter ruling
from the Internal Revenue Service nor an opinion of tax counsel with respect to
possible federal income tax consequences of the Distribution. However, the
Company and LS Capital are generally aware of the taxability of a corporate
distribution of property pro rata to its stockholders.

Distributions by corporations to their stockholders may be taxable. In
general, where the distribution is made out of the earnings and profits of the
corporation, the amount received is taxable as ordinary income. Where
distributions are made in excess of the corporation's earnings and profits, the
recipient is normally not taxed to the extent of its basis in the stock.
Distributions in excess of earnings and profits and basis are normally taxed as
if the stockholder had sold his stock.

As of December 31, 1997, LS Capital had no accumulated earnings and
profits. Therefore, distributions of shares of Common Stock to LS Capital
stockholders are not taxable as ordinary income. The amount of such distribution
is the fair market value of the Common Stock on the date of distribution. In
this case, valuation of Common Stock is not easily possible, given the limited
operating history of the Company. There has been no attempt to place a value on
the Common Stock by the management of the Company or of LS Capital, and such
valuation is the responsibility of each LS Capital stockholder who receives
Company stock, and his or her own tax advisor. However, in the opinion of
Company management, such valuation might be reasonably placed at $.0448 per
Company share as of the date of this registration statement. This valuation is
based on the Company's estimated fair market value as a publicly registered
company with no significant assets or operating history.

If an individual LS Capital stockholder agrees with this estimate, the
tax consequences to him are that if the adjusted tax basis of his LS Capital
shares is in excess of $.0009 per share (each share of Common Stock is
distributed for every 50 LS Capital shares), then such Common Stock distribution
to him should be considered a "non-taxable return of capital." Such $.0009 per
share should then be deducted from such stockholder's LS Capital per share tax
basis and $.0448 per share will be the new cost basis of his or her Company
stockholdings.

For domestic corporations which hold LS Capital common stock, the amount of the
Distribution for purposes of determining dividend income, return of capital, or
capital gain will be the lesser of (i) the fair market value of the Common Stock
at the date of the Distribution, or $.0448 per share if such corporate
stockholder accepts the Company's valuation methodology, or (ii) its adjusted
per share basis of its investment in LS Capital common stock. A domestic
corporation's basis in LS Capital common stock will also be the lesser of the
foregoing amounts.

STATE AND LOCAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION WILL VARY FROM
JURISDICTION TO JURISDICTION. STOCKHOLDERS SHOULD CONSULT WITH THEIR OWN TAX
ADVISORS TO DETERMINE APPLICABLE TAX CONSEQUENCES OF THE ISSUANCE AND
DISPOSITION OF THE SHARES BEING DISTRIBUTED.

Receipt of Shares.
The receipt of shares of Common Stock will result in a taxable capital
gain to LS Capital stockholders to the extent that such fair value of Company
Stock exceeds their tax basis in LS Capital common stock at the time of
issuance.

Sale of Shares.
A LS Capital stockholder whose shares of Common Stock are sold will
realize capital gain or loss measured by the difference between the amount
realized and the stockholder's tax basis in such shares.

Holding Period.
The holding period of the shares of Common Stock received in connection
with the Distribution is measured from the date that the shares are distributed
to LS Capital stockholders.

Other Tax Consequences.
There may be other federal, state, local or foreign tax considerations
(including potential withholding requirements) applicable to the circumstances
of particular LS Capital stockholders who should consult with their own tax
advisors to determine the applicable tax consequences of the issuance and
disposition of the shares of Common Stock being distributed.

OTHER SECURITIES BEING REGISTERED

In addition to the shares comprising the Distribution, the Company is
registering with the Commission, and this Prospectus covers, an additional
5,000,000 shares of Common Stock in order to facilitate the Company's ability to
pursue other electronic commerce opportunities. It is anticipated that this will
enable the Company to issue registered stock in connection with any one or more
acquisitions of assets or mergers with existing businesses. The Company has not
identified any acquisitions that it currently intends to pursue.

The issuance of such shares and the consideration to be received
therefor will be entirely within the discretion of the Company's Board of
Directors. Although the Board of Directors intends to utilize its reasonable
business judgment and to fulfill its fiduciary obligations to the Company's then
existing stockholders in connection with any issuance, it is possible that the
future issuance of additional shares could cause immediate and substantial
dilution to the net tangible book value of those shares of the Common Stock that
are issued and outstanding immediately prior to such transaction. Any future
decrease in the net tangible book value of the Company's issued and outstanding
shares could have a material adverse effect on the market value of the shares.

Moreover, the Company is also registering 3,000,000 Class B Warrants
entitling the holders thereof to acquire an aggregate of 3,000,000 shares of
Common Stock at a per-share price of $2.00. The Class B Warrants will be issued
to the holders of the Class A Warrants upon exercise of the Class A Warrants at
rate of two Class B Warrants for each Class A Warrant exercised, without the
payment of any additional consideration. In addition, the Company is also
registering 3,000,000 Class C Warrants entitling the holders thereof to acquire
an aggregate of 3,000,000 shares of Common Stock at a per-share price of $5.00.
The Class C Warrants will be issued to the holders of the Class B Warrants upon
exercise of the Class B Warrants at rate of one Class C Warrant for each Class B
Warrant exercised, without the payment of any additional consideration. Finally,
of the 350,000 shares of Common Stock and 1,500,000 Class A Warrants being
registered, the approximately 72,950 shares of Common Stock and approximately
391,800 Class A Warrants not part of the Distribution may be sold by LS Capital
Corporation in the future to reimburse LS Capital Corporation for the efforts
and expenses that it incurred in connection with the Distribution.

OTHER MATTERS

The Distribution is not being made in any states or other jurisdictions
in which it in unlawful to do so. The Company may delay the commencement of the
Distribution in certain states or other jurisdictions in order to comply with
the securities law requirements of such states or other jurisdictions. It is not
anticipated that there will be any changes in the terms of the Distribution. The
Company may, if it so determines in its sole discretion, decline to make
modifications to the terms of the Distribution requested by certain states or
other jurisdictions, in which event LS Capital stockholders resident in such
states or other jurisdictions will not be eligible to participate in the
Distribution.

DESCRIPTION OF CAPITAL STOCK

Capital Stock.
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock, $.01 par value per share and 10,000,000 shares of Preferred Stock,
$.01 par value per share.

Securities Being Offered.
The securities offered hereby consist of units of one share of the
Company's Common Stock and four redeemable Class A Warrants. The Common Stock
and the Class A Warrants comprising the units are detachable and separately
transferable immediately following the date of this Prospectus. Prior to this
offering, there has been no public market for the Common Stock or Class A
Warrants.

Common Stock.
The authorized Common Stock of the Company consists of 50,000,000
shares, par value $0.01 per share. As of the date of this Prospectus, 7.05
million shares of Common Stock were outstanding. All of the shares of Common
Stock are validly issued, fully paid and nonassessable. Holders of record of
Common Stock will be entitled to receive dividends when and if declared by the
Board of Directors out of funds of the Company legally available therefor. In
the event of any liquidation, dissolution or winding up of the affairs of the
Company, whether voluntary or otherwise, after payment of provision for payment
of the debts and other liabilities of the Company, including the liquidation
preference of all classes of preferred stock of the Company, each holder of
Common Stock will be entitled to receive his pro rata portion of the remaining
net assets of the Company, if any. Each share of Common stock has one vote, and
there are no preemptive, subscription, conversion or redemption rights. Shares
of Common Stock do not have cumulative voting rights, which means that the
holders of a majority of the shares voting for the election of directors can
elect all of the directors.

Warrants.

The Warrants are comprised of Class A Warrants, Class B Warrants and
Class C Warrants. The Class A Warrants are being issued in connection with the
Distribution, the Class B Warrants will be issued in connection with the
exercise of the Class A Warrants, and the Class C Warrants will be issued in
connection with the exercise of the Class B Warrants. The Class A Warrants, the
Class B Warrants and the Class C Warrants feature identical rights other than as
indicated herein. The Warrants will be issued in registered form under a warrant
agreement (the "Warrant Agreement") between the Company and American Stock
Transfer & Trust Company as warrant agent (the "Warrant Agent"). The following
summary of the provisions of the Warrants is qualified in its entirety by
reference to the Warrant Agreement, a copy of which is filed as an exhibit to
the registration statement of which this Prospectus is a part.

Each Warrant will be separately transferable and will entitle the
registered holder thereof to purchase one share of Common Stock, subject to
adjustment as described below. A Class A Warrant may be exercised for a period
of three years after the Registration Statement of which this Prospectus is a
part becomes effective. A Class B Warrant and a Class C Warrant may be exercised
for a period of three years after it is issued. Subject to adjustment as
described below, the purchase price for shares of Common Stock acquired pursuant
to exercises of the Warrants shall be $1.00 per share in the case of the Class A
Warrants, $2.00 per share in the case of the Class B Warrants, and $5.00 per
share in the case of the Class C Warrants. The exercise price and the number of
shares of Common Stock issuable upon the exercise of each Warrant are subject to
adjustment in the event of a stock dividend, recapitalization, merger,
consolidation or certain other events.

Any or all of the Warrants may be redeemed by the Company at a price of
$.01 per Warrant, upon the giving of not less than 30 days' nor more than 60
days' written notice at any time after the date of this Prospectus, provided
that (depending on the market in which the Common Stock is traded) the closing
bid price, closing sales price or average of the closing bid and closing ask
prices has been at least $1.25 (in the case of a Class A Warrant), $2.35 (in the
case of a Class B Warrant) and $5.50 (in the case of a Class C Warrant), on each
of the ten (10) consecutive trading days ending on the third (3rd) day prior to
the day on which the redemption notice is given. The right to purchase the
Common Stock represented by the Warrants so called for redemption will be
forfeited unless the Warrants are exercised prior to the date specified in the
foregoing notice of redemption.

A holder may exercise Warrants by surrendering the certificate
evidencing the Warrants to the Warrant Agent, together with the form of election
to purchase on the reverse side of such certificate properly completed and
executed and the payment of the exercise price and any transfer tax. Upon
exercise of a Class A Warrant, the exercising holder shall be issued two Class B
Warrants without the payment of any additional consideration, and upon exercise
of a Class B Warrant, the exercising holder shall be issued one Class C Warrant
also without the payment of any additional consideration. Warrant holders will
not have any voting or other rights as stockholders of the Company unless and
until some Warrants are exercised and shares issued pursuant thereto. If fewer
than all of the warrants evidenced by a warrant certificate are exercised, a new
certificate will be issued for the remaining number of warrants. Holders of the
Warrants may sell the Warrants if a market exists rather than exercise them.
However, there can be no assurance that a market will develop or continue as to
the Warrants.

For a holder to exercise a Warrant, there must be a current
registration statement on file with the Commission and various state securities
commissions. The Company will be required to file post-effective amendments to
the registration statement when events require such amendments. While it is the
Company's intention to file post-effective amendments when necessary, there is
no assurance that the registration statement will be kept effective. If the
registration statement is not kept current for any reason, the Warrants will not
be exercisable, and holders thereof may be deprived of value. Moreover, if the
shares of Common Stock underlying the Warrants are not registered or qualified
for sale in the state in which a Warrant holder resides, such holder might not
be permitted to exercise the Warrants. If the Company is unable to qualify the
Common Stock underlying the Warrants for sale in certain states, holders of the
Warrants in those states will have no choice but to either sell the Warrants or
allow them to expire.

For the life of the Warrants, the holders thereof are given the
opportunity, at nominal cost, to profit from a rise in the market price of the
Common Stock of the Company. The exercise of the Warrants will result in the
dilution of the then book value of the Common Stock of the Company held by the
public investors and would result in a dilution of their percentage ownership of
the Company. The terms upon which the Company may obtain additional capital may
be adversely affected through the period that the Warrants remain exercisable.
The holders of these Warrants may be expected to exercise them at a time when
the Company would, in all likelihood, be able to obtain equity capital on terms
more favorable than those provided for by the Warrants.

The Company has authorized and reserved for issuance a number of
underlying shares of Common Stock sufficient to provide for the exercise of the
Warrants. When issued, each share of Common Stock will be fully paid and
nonassessable.

Preferred Stock.
The Company's Certificate of Incorporation authorizes the issuance of
up to 10,000,000 shares of the Company's $0.01 par value preferred stock (the
"Preferred Stock"). As of the date of this Prospectus, no shares of Preferred
Stock were outstanding. The Preferred Stock constitutes what is commonly
referred to as "blank check" preferred stock. "Blank check" preferred stock
allows the Board of Directors, from time to time, to divide the Preferred Stock
into series, to designate each series, to issue shares of any series, and to fix
and determine separately for each series any one or more of the following
relative rights and preferences: (i) the rate of dividends; (ii) the price at
and the terms and conditions on which shares may be redeemed; (iii) the amount
payable upon shares in the event of involuntary liquidation; (iv) the amount
payable upon shares in the event of voluntary liquidation; (v) sinking fund
provisions for the redemption or purchase of shares; (vi) the terms and
conditions pursuant to which shares may be converted if the shares of any series
are issued with the privilege of conversion; and (vii) voting rights. Dividends
on shares of Preferred Stock, when and as declared by the Board of Directors out
of any funds legally available therefor, may be cumulative and may have a
preference over Common Stock as to the payment of such dividends. The provisions
of a particular series, as designated by the Board of Directors, may include
restrictions on the ability of the Company to purchase shares of Common Stock or
to redeem a particular series of Preferred Stock. Depending upon the voting
rights granted to any series of Preferred Stock, issuance thereof could result
in a reduction in the power of the holders of Common Stock. In the event of any
dissolution, liquidation or winding up of the Company, whether voluntary or
involuntary, the holders of each series of the then outstanding Preferred Stock
may be entitled to receive, prior to the distribution of any assets or funds to
the holders of the Common Stock, a liquidation preference established by the
Board of Directors, together with all accumulated and unpaid dividends.
Depending upon the consideration paid for Preferred Stock, the liquidation
preference of Preferred Stock and other matters, the issuance of Preferred Stock
could result in a reduction in the assets available for distribution to the
holders of the Common Stock in the event of liquidation of the Company. Holders
of Preferred Stock will not have preemptive rights to acquire any additional
securities issued by the Company. Once a series has been designated and shares
of the series are outstanding, the rights of holders of that series may not be
modified adversely except by a vote of at least a majority of the outstanding
shares constituting such series.

One of the effects of the existence of authorized but unissued shares
of Common Stock or Preferred Stock may be to enable the Board of Directors of
the Company to render it more difficult or to discourage an attempt to obtain
control of the Company by means of a merger, tender offer at a control premium
price, proxy contest or otherwise and thereby protect the continuity of or
entrench the Company's management, which concomitantly may have a potentially
adverse effect on the market price of the Common Stock. If in the due exercise
of its fiduciary obligations, for example, the Board of Directors were to
determine that a takeover proposal were not in the best interests of the
Company, such shares could be issued by he Board of Directors without
stockholder approval in one or more private placements or other transactions
that might prevent or render more difficult or make more costly the completion
of any attempted takeover transaction by diluting voting or other rights of the
proposed acquirer or insurgent stockholder group, by creating a substantial
voting block in institutional or other hands that might support the position of
the incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.

Delaware Legislation.
The Company is a Delaware corporation and consequently is subject to
certain anti-takeover provisions of the Delaware General Corporation Law (the
"Delaware Law"). The business combination provision contained in Section 203 of
the Delaware Law ("Section 203") defines an interested stockholder of a
corporation as any person that (i) owns, directly or indirectly, or has the
right to acquire, fifteen percent (15%) or more of the outstanding voting stock
of the corporation or (ii) is an affiliate or associate of the corporation and
was the owner of fifteen percent (15%) or more of the outstanding voting stock
of the corporation at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder; and the affiliates and the associates of such person.
Under Section 203, a Delaware corporation may not engage in any business
combination with any interested stockholder for a period of three years
following the date such stockholder became an interested stockholder, unless (i)
prior to such date the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder, or (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at lease eighty-five percent (85%) of the voting
stock of the corporation outstanding at the time the transaction commenced
(excluding, for determining the number of shares outstanding, (a) shares owned
by persons who are directors and officers and (b) employee stock plans, in
certain instances), or (iii) on or subsequent to such date the business
combination is approved by the board of directors and authorized at an annual or
special meeting of the stockholders by at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding voting stock that is not owned by the interested
stockholder. The restrictions imposed by Section 203 will not apply to a
corporation if (i) the corporation's original certificate of incorporation
contains a provision expressly electing not be governed by this section or (ii)
the corporation, by the action of its stockholders holding a majority of
outstanding stock, adopts an amendment to its certificate of incorporation or
by-laws expressly electing not be governed by Section 203 (such amendment will
not be effective until 12 months after adoption and shall not apply to any
business combination between such corporation and any person who became an
interested stockholder of such corporation on or prior to such adoption). The
Company has not elected out of Section 203, and the restrictions imposed by
Section 203 apply to the Company. Section 203 could, under certain
circumstances, make it more difficult for a third party to gain control of the
Company.

Shares Eligible for Future Sale.
Prior to the Distribution, there has been no public market for the
Common Stock. Sales of a substantial amount of Common Stock in the public
market, or the perception that such sales may occur, could adversely affect the
market price of the Common Stock prevailing from time to time in the public
market and could impair the Company's ability to raise additional capital
through the sale of its equity securities in the future.

Upon completion of the Distribution, the Company will have issued and
outstanding 7.05 million shares of Common Stock, approximately 6.7 million of
which are believed to be "restricted" or "control" shares for purposes of the
Act. "Restricted" shares are those acquired from the Company or an "affiliate"
other than in a public offering, while "control" shares are those held by
affiliates of the Company regardless as to how they were acquired. The vast
majority of these restricted and control shares of Common Stock are believed
eligible for sale under Rule 144 (as amended effective April 29, 1997) subject
to the volume limitations of Rule 144.

In general, under Rule 144 (as amended effective April 29, 1997), one
year must have elapsed since the later of the date of acquisition of restricted
shares from the Company or any affiliate of the Company. No time needs to have
lapsed in order to sell control shares. Once the restricted or control shares
may be sold under Rule 144, the holder is entitled to sell within any
three-month period such number of restricted or control shares that does not
exceed the greater of 1% of the then outstanding shares or the average weekly
trading volume of shares during the four calendar weeks preceding the date on
which notice of the sale is filed with the Commission. Sales under Rule 144 are
also subject to certain restrictions on the manner of selling, notice
requirements and the availability of current public information about the
Company. Under Rule 144 (as amended effective April 29, 1997), if two years have
elapsed since the holder acquired restricted shares from the Company or from any
affiliate of the Company, and the holder is deemed not to have been an affiliate
of the Company at any time during the 90 days preceding a sale, such person will
be entitled to sell such Common Stock in the public market under Rule 144(k)
without regard to the volume limitations, manner of sale provisions, public
information requirements or notice requirements.

In connection with the Distribution, each of Paul J. Montle, Kent E.
Lovelace, Jr. and Roger W. Cope, each a director and significant stockholder of
LS Capital, entered into an agreement with the Company whereby they agreed he
would not sell any shares of Common Stock received in connection with the
Distribution until twelve weeks after public trading has commenced in the Common
Stock, or thereafter sell in any three-month period more than 10,000 shares of
Common Stock received in connection with the Distribution. Furthermore, LS
Capital has agreed not to sell, during the three months after public trading has
commenced in the Common Stock, more than 22,000 shares of Common Stock being
registered pursuant hereto but not part of the Distribution, and not to sell at
any time thereafter in any three-month period more than 10,000 shares of such
registered Common Stock. In addition to the preceding, this Prospectus covers an
additional 5,000,000 shares of Common Stock, which the Company may use in
connection with future business combination transactions.

DIVIDEND POLICY

The Company has paid no cash dividends on its Common Stock, and the
Company presently intents to retain earnings to finance the expansion of its
business. Payment of future dividends, if any, will be at the discretion of the
Board of Directors after taking into account various factors, including the
Company's financial condition, results of operations, current and anticipated
cash needs and plans for expansion.

USE OF PROCEEDS

The Company will not receive any proceeds from the Distribution or from
the sale of the other shares of Common Stock and Class A Warrants being
registered on behalf of LS Capital. Moreover, the Company will not receive any
proceeds when it issues any of the other 5,000,000 shares of Common Stock
covered by this Prospectus. However, such other shares are intended be used for
business combination transactions pursuant to which the Company will acquire
direct or indirect ownership of assets and properties. The Company will receive
all proceeds from the exercise of the Warrants. Such proceeds are expected to be
used for general corporate purposes.

MANAGEMENT'S PLAN OF OPERATION
The Company currently has cash on hand only sufficient to operate
throughout fiscal 1998 on a fairly minimal scale. In order for the Company to
pursue its business plan in the manner it prefers, the Company expects that it
will need to raise additional funds in amounts that can not now be precisely
ascertain due to the uncertainty of the actual growth of the Company. There can
be no assurance that the Company will be successful in raising the funds that it
needs. See "Future Capital Needs; Uncertainty of Additional Financing."

The Company does not anticipate performing any research and development
in the next twelve months, other than that which is performed in the normal
course of business as it develops its electronic commerce capabilities, such as
the testing of new, widely-available software for use in the Company's
electronic commerce pursuits. There is no expected purchases or sales of any
plant or significant equipment. The Company does not anticipate any significant
changes in its number of employees, other than through any possible
acquisitions.

EXPERTS
The financial statements and schedules of JVWeb, Inc. as of November
10, 1997 and for the period from October 28, 1997 (inception) through November
10, 1997 have been included herein and in the registration statement in reliance
upon the report of Malone & Bailey, PLLC, independent certified public
accountants, included herein, and upon the authority of said firm as experts in
accounting and auditing.

<PAGE>

JVWEB INC.

INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

Page
<S> <C>

Independent Auditor's Report
F-1

Balance Sheet as of November 10, 1997 F-2

Statement of Expenses for the period from October 28, 1997
(date of inception) through November 10, 1997 F-3

Statementof Stockholders' Equity for the period from October 28, 1997 (date of
inception) through November 10, 1997 F-4

Statement of Cash Flows for the period form October 28, 1997
(date of inception) through November 10, 1997 F-5

Notes to Financial Statements F-6

Unaudited Condensed Balance Sheet as of December 31, 1997 G-1

Unaudited Condensed Statement of Income for the period from
October 28, 1997 (date of inception) through December 31, 1997 G-2

UnauditedCondensed Statement of Stockholders' Equity for the period from
October 28, 1997 (date of inception) through December 31, 1997 G-3

Unaudited Condensed Statement of Cash Flows for the period from
October 28, 1997 (date of inception) through December 31, 1997 G-4

Notes to Condensed Financial Statements G-5

</TABLE>

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
JV Web, Inc.
Houston, Texas

We have audited the accompanying balance sheet of JV Web,
Inc., a Delaware corporation, as of November 10, 1997, and the related
statements of expenses, stockholders' equity, and cash flows for the period from
inception (October 28, 1997) to November 10, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of JV Web,
Inc., as of November 10, 1997, and the results of its operations and its cash
flows for the initial period then ended in conformity with generally accepted
accounting principles.

MALONE & BAILEY, PLLC
Houston, Texas
December 3, 1997

JV WEB, INC.
(A Development Stage Company)
Balance Sheet
As of November 10, 1997

Cash $ 50,000
========

Contingent Liabilities -

Stockholders' Equity
Preferred stock, $.01 par, 10,000,000 shares
authorized, no shares issued or outstanding -
Common stock, $.01 par, 50,000,000 shares
authorized, 6,200,000 shares issued and
outstanding $ 62,000
Paid in capital 5,249
Accumulated deficit during the development stage (17,249)
---------

Total stockholders' equity 50,000

Total liabilities and stockholders' equity $ 50,000
========

</TABLE>

See notes to financial statements.

F-2
<PAGE>

JV WEB, INC.
(A Development Stage Company)
Statement of Expenses
Period from October 28, 1997 (Date of Inception)
Through November 10, 1997

REVENUES -

EXPENSES
General and administrative $ 17,249
--------

Net deficit accumulated during the development stage $ 17,249
========

Net loss per common share $ .003
Weighted average common shares outstanding 6,200,000
</TABLE>

See notes to financial statements.

F-3
<PAGE>

JV WEB, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
Period from October 28, 1997 (Date of Inception)
Through November 10, 1997
<TABLE>
<CAPTION>

Accumulated
Deficit
During the
Common Stock Paid in Development
Shares Amount Capital Stage Totals
<S> <C> <C> <C> <C> <C>

Shares issued at inception:
to founding shareholder,
for cash 6,200,000 $62,000 $ 5,249 $67,249
Net deficit $(17,249) (17,249)

Balances,
November 10, 1997 6,200,000 $62,000 $ 5,249 $(17,249) $50,000
========== ======= ======== ======= =======

</TABLE>

See notes to financial statements.
F-4

<PAGE>

JV WEB, INC.
(A Development Stage Company)
Statement of Cash Flows
Period from October 28, 1997 (Date of Inception)
Through November 10, 1997
<TABLE>
<S> <C>

CASH FLOW FROM OPERATIONS
Net deficit $(17,249)

NET CASH USED BY OPERATING ACTIVITIES (17,249)
---------

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 67,249

NET INCREASE IN CASH 50,000

CASH ON NOVEMBER 10, 1997 $50,000
=======

</TABLE>

See notes to financial statements.

F-5

<PAGE>

JV WEB, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations. JV Web, Inc. ("Company") was formed October 28, 1997 as a
Delaware corporation. The Company was formed to market and develop internet
sites as commercial sales outlets.

Fiscal year end of the Company is June 30.

Operating cycle of the Company is about four or five months, from project
initiation to collection of related revenues.

NOTE B - DEVELOPMENT STAGE OPERATIONS AND RELATED PARTY
TRANSACTIONS

The founding shareholder contributed $67,249 cash for the initial
common stock issued. There is a pending agreement between the Company and LS
Capital Corporation ("LS Capital") whereas LS Capital will purchase 500,000
shares and warrants to purchase 1,000,000 shares at $1 per share for $5,000 cash
pursuant to an Agreement signed as of November 10, 1997, but not yet
consummated. The Agreement calls for LS Capital to spin off 250,000 of these
500,000 shares of the Company's stock and all of the 1,000,000 warrants to the
LS Capital shareholders as an in-kind dividend, to occur soon. The Company has
no other transactions or relationships with LS Capital.

NOTE C - OPERATING LEASE

The Company is obligated on a corporate office lease in Houston,
Texas and on an electronic web site lease in Arizona on a month-to-month basis
for a total of $750 per month.

NOTE D - CONTINGENT LIABILITIES AND STOCK-BASED COMPENSATION

The Company has agreed to pay $20,000 plus out-of-pocket expenses
for the legal work associated with the pending spin-off to LS Capital
Corporation shareholders. In addition, the Company has authorized issuance of
options for up to 250,000 shares each to two consultants for services performed
at a rate approximating 100 shares per hour. These options are to be issued and
vested over the next 24 months, with an exercise price of $.10 per share, and
they may be exercised anytime for five years from date of issuance. As of
December 3, 1997, 30,000 such options have been earned and issued. The option
price on these shares is considered at or above current fair market value, so no
compensation expense is recognized on the issuances to date. No options were
issued or outstanding during the period October 28 through November 10, 1997.

F-6
<PAGE>

JV WEB, INC.
(A Development Stage Company)
Unaudited Condensed Balance Sheet
As of December 31, 1997

Cash $ 28,688
========

Contingent Liabilities -

Stockholders' Equity
Preferred stock, $.01 par, 10,000,000 shares
authorized, no shares issued or outstanding -
Common stock, $.01 par, 50,000,000 shares
authorized, 6,300,000 shares issued and
outstanding $ 63,000
Paid in capital 8,349
Accumulated deficit during the development stage (42,661)
---------

Total stockholders' equity 28,688

Total liabilities and stockholders' equity $ 28,688
========
</TABLE>

See notes to condensed financial statements
<PAGE>

G-1
JV WEB, INC.
(A Development Stage Company)
Unaudited Condensed Statement of Income
Period from October 28, 1997 (Date of Inception)
Through December 31, 1997

REVENUES $ 167

EXPENSES
General and administrative 42,828

Net deficit accumulated during the development stage $ 42,661
========

Net loss per common share $ .01
Weighted average common shares outstanding 6,200,000

</TABLE>

See notes to condensed financial statements

G-2
<PAGE>

JV WEB, INC.
(A Development Stage Company)
Unaudited Condensed Statement of Stockholders' Equity
Period from October 28, 1997 (Date of Inception)
Through December 31, 1997
<TABLE>
<CAPTION>

Accumulated
Deficit
During the
Common Stock Paid in Development
Shares Amount Capital Stage Totals
<S> <C> <C> <C> <C> <C>

Shares issued at inception
to founding shareholder,
for cash 6,200,000 $62,000 $ 8,349 $ 70,349
Shares issued for services 100,000 1,000 1,000
Net deficit $(42,661) (42,661)

Balances,
December 31, 1997 6,300,000 $63,000 $ 8,349 $(42,661) $28,688
========= ======= ======== ======= =========
</TABLE>

See notes to condensed financial statements

G-3

<PAGE>

JV WEB, INC.
(A Development Stage Company)
Unaudited Condensed Statement of Cash Flows
Period from October 28, 1997 (Date of Inception)
Through December 31, 1997
<TABLE>
<S> <C>

CASH FLOW FROM OPERATIONS

Net deficit $(42,661)

NET CASH USED BY OPERATING ACTIVITIES (42,661)
---------

CASH FLOWS FROM FINANCING ACTIVITIES

Capital contributions 70,349

NET INCREASE IN CASH 28,688

CASH ON DECEMBER 31, 1997 $28,688
=======

</TABLE>

See notes to condensed financial statements

G-4
<PAGE>

JV WEB, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. The financial statements contained herein should be read
in conjunction with the audited financial statements for the period from October
28, 1997 (date of inception) to November 10, 1997 included in the Company's
Registration Statement on Form SB-2. Accordingly, footnote disclosure which
would substantially duplicate the disclosure in the audited financial statements
has been omitted.

In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments necessary for a fair statement of
the results for the unaudited period from October 28, 1997 (date of inception)
to December 31, 1997. The results of operations for an interim period are not
necessarily indicative of the results to be expected for a full year.

G-5

<PAGE>

TABLE OF CONTENTS

AVAILABLE INFORMATION ......................................................................................... 4

PROSPECTUS SUMMARY ............................................................................................. 5

RISK FACTORS.................................................................................................... 7

BUSINESS........................................................................................................ 20

MANAGEMENT ..................................................................................................... 36

EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS................................................................. 37

PRINCIPAL STOCKHOLDERS.......................................................................................... 38

THE DISTRIBUTION................................................................................................ 39

CERTAIN FEDERAL INCOME TAX CONSEQUENCES......................................................................... 41

OTHER SECURITIES BEING REGISTERED............................................................................... 43

OTHER MATTERS................................................................................................... 43

DESCRIPTION OF CAPITAL STOCK.................................................................................... 44

DIVIDEND POLICY................................................................................................. 48

USE OF PROCEEDS................................................................................................. 48

MANAGEMENT'S PLAN OF OPERATION................................................................................. 49

EXPERTS......................................................................................................... 49

</TABLE>

UNTIL AUGUST 15, 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.