PHOTOVOLTAICS COM INC, 10SB12G, 1999-12-21

PHOTOVOLTAICS COM INC
10SB12G, 1999-12-21

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As filed with the Securities and Exchange Commission on December 20, 1999.

Registration No. 0-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS Under Section 12(b) or (g) of the
Securities Exchange Act of 1934

PHOTOVOLTAICS.COM, INC.
(Name of small business issuer in its charter)

Delaware 65-0963621
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

215 Cranwood Dr., Key Biscayne, Florida 33149
(Address of principal executive offices) (Zip Code)

Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

None Not Applicable

Securities to be registered under Section 12(g) of the Act:

Common Stock, $.01 Par Value
(Title of Class)

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TABLE OF CONTENTS
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<S> <C>

PART I....................................................................................................... 1

ITEM 1. DESCRIPTION OF BUSINESS............................................................................... 1

ITEM 2. PLAN OF OPERATION.................................................................................... 23

ITEM 3. DESCRIPTION OF PROPERTY.............................................................................. 24

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................... 25

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......................................... 25

ITEM 6. EXECUTIVE COMPENSATION............................................................................... 26

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................................... 26

ITEM 8. DESCRIPTION OF SECURITIES............................................................................ 26

PART II....................................................................................................... 29

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS........ 29

ITEM 2. LEGAL PROCEEDINGS.................................................................................... 29

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................. 29

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.............................................................. 29

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................................ 30

PART F/S...................................................................................................... 31

PART III...................................................................................................... 31

ITEM 1. INDEX TO EXHIBITS.................................................................................... 31

</TABLE>

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

INTRODUCTION

The address of the Company is 215 Cranwood Dr., Key Biscayne, Florida
33149, and its telephone number is 305/365-5825. The Company's Web site is
located at http://www.photovoltaics.com. Information contained in the Company's
Web site should not be considered to be a part of this Registration Statement.

RISK FACTORS

In addition to the other information in this Registration Statement,
the following risk factors, among others, should be considered carefully in
evaluating the Company and its business.

Our extremely limited operating history makes an evaluation of us and
our future extremely difficult, and profits are not assured.

The Company was incorporated in March 1998 and has not yet commenced
commercial production. Upon incorporation, the Company continued preliminary
work commenced by the founder of the Company. In view of the length of its
operating history, you may have difficulty in evaluating the Company and its
business and prospects. You must consider our business and prospects in light of
the risks, expenses and difficulties frequently encountered by companies in
their early stage of development. For our business plan to succeed, we must
successfully undertake most of the following activities:

* Raise a sufficient amount of funds to construct necessary
equipment and commence production
* Construct and successfully test the equipment necessary to
manufacture our solar cells
* Successfully commence the commercial production of our solar
cells
* Develop and increase our customer bases
* Implement and successfully execute our business and marketing
strategy
* Continue to develop our technology
* Respond to competitive developments
* Provide superior customer service and order fulfillment
* Attract, retain and motivate qualified personnel.

There can be no assurance that we will be successful in undertaking such
activities. Our failure to undertake successfully most of the activities
described above could materially and adversely affect our business, prospects,
financial condition and results of operations. In addition, once we commence
commercial productions of our solar cells, we could incur operating losses until
such time (if ever) as we receive a sufficient number of purchase orders for our
solar cells. There can be no assurance that sales of our solar cells will ever
generate significant revenue, that we will ever generate positive cash flow from
our operations or that (if ever attained) we will be able to sustain
profitability in any future period. Moreover, we have conducted only very
limited testing of mere mock-ups simulating what our solar cells will be like
once they are produced. While we were satisfied with the results of our testing,
we will have no certainty of our ability to produce successfully our solar cells
on a commercial basis until commercial production actually commences.

We have certain capital needs, and the procurement of financing to meet
these needs is uncertain.

We currently have no constant and continual flow of revenues. Our
future liquidity will depend upon numerous factors, including the success of our
capital raising activities. We plan to finance our operations for fiscal 2000
through the cash flow from operations once they commence and (prior to that)
through either (a) a $2.0 million private placement of our common stock or (b) a
capital lease of our equipment and an approximately $500,000 private placement
of our common stock. We are looking for sources of capital to fund these
alternatives. However, there can be no assurance that we will find such sources.
If required financing is not available on acceptable terms, we will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
our business plan. Such an occurrence would materially and adversely affect our
business and financial condition. If we obtain funds through the issuance of
equity securities, the following results will or may occur:

* The percentage ownership of our existing stockholders will be reduced
* Our stockholders may experience additional dilution in net book value
per share
* The new equity securities may have rights, preferences or
privileges senior to those of the holders of our
Common Stock.

Furthermore, any debt financing undertaken to procure funds may involve
restrictions limiting our operating flexibility.

Our future operating results are likely to fluctuate.

Our quarterly and annual operating revenues, expenses and operating
results may fluctuate due to a variety of factors, many of which are beyond our
control, including:

* the timing of orders from, and shipments to, customers
* the timing of new product introductions by us or our competitors
* variations in the mix of products sold by us or our competitors
* the timely payment of our invoices
* possible decreases in average selling prices of our solar cells in
response to competitive pressures
* market acceptance of new and enhanced versions of our solar cells
* the availability and cost of key raw materials
* fluctuations in general economic conditions

Due to all of the foregoing factors, we do not believe that
period-to-period comparisons of our historical results of operations will be
indicative of future performance. Furthermore, in some future quarters our
results of operations may fall below the expectations of any investors in the
Common Stock and any securities analysts who follow the Common Stock. In such
event, the price of our stock will likely be materially and adversely affected.

We depend on the acceptance of our solar cells in the solar electric
power market.

We believe we can produce our solar cells at a lower cost per watt than
other currently available competing solar cell technologies because of the truly
continuous nature of our manufacturing process, the unique design of our solar
cells, the use of inexpensive raw materials and the elimination of costly
manufacturing steps that must be used in other competing technologies. We
believe that the anticipated lower cost per watt of solar cells produced by our
manufacturing process will provide us with pricing advantages over current
technologies. Our ability to sell our solar cells at a lower price per watt than
conventional solar cells and the market acceptance of our solar cells may be
affected by:

* our inability to produce our solar cells at projected costs
* a more rapid decline in prices for competing solar cells than is
currently anticipated
* the lower energy conversion efficiency and
power of our solar cells compared to some competing solar cells
* the size, appearance and quality of our solar cells
* the acceptance of our solar cells for incorporation into other
applications by manufacturers over which we have no control

To date, we have received no revenue from the sale of our solar cells.
While we believe that our solar cells are commercially viable, developing new
products is inherently difficult and uncertain. There can be no assurance that
significant market demand for our solar cells will ever develop. The failure of
our solar cells to achieve market acceptance, price advantage or both could
materially adversely affect our business, results of operations and financial
condition.

We have only one type of product, and our success depends on the
success of this single type of product.

We currently intend to manufacture only solar cells for the foreseeable
future. At the present, our success depends entirely upon our ability to
manufacture and sell solar cells on a profitable basis. Our lack of product
diversification may make the results of our operations riskier and more volatile
than they would be if we manufactured more than one type of product.

The growth of the solar electric power market is uncertain.

The market for solar electric power products has grown steadily in the
past. PV Energy Systems, an independent solar energy market research firm,
reports that the shipment volume of solar electric power products has grown at a
compound annual rate of approximately 22% since 1994. This firm also predicts
that solar electric power shipments will continue to increase at a compound
annual growth rate of 24% through 2005. The success of our business depends in
part on the assumption of continuing market growth. The failure of the market
for solar electric power to continue to grow could materially adversely affect
our business, results of operations and financial condition.

We must keep pace with technological changes.

The markets for our solar electric power products are characterized by
changing technology. While we believe we have developed a new technology for
solar electric power applications, our future success will largely depend on our
ability to keep pace with advancing solar electric power technology. In addition
to our technology, we believe that there are a variety of competing technologies
under active development by other companies. Any of these competing technologies
could achieve manufacturing costs less than the manufacturing costs expected to
be achieved by the solar cells being developed by us. Our development efforts
could be rendered obsolete by technological advances of others. Moreover, other
materials could prove more advantageous for the commercialization of solar
electric power products. We believe that to remain competitive in the future, we
will need to invest continued efforts and financial resources in research and
development. Our failure to develop and introduce new or improved solar cells in
a timely fashion could materially adversely affect our business, results of
operations and financial condition.

Our industry is highly competitive.

The markets for our solar cells are intensely competitive and
characterized by changing technology. We expect to experience competition from
numerous companies in each of the markets in which we will participate. We
expect that our competition will consist of major electrical, oil and chemical
companies, specialized electronics firms, universities, research institutions in
the United States, Germany, Japan, Australia and other parts of Asia and Europe,
and foreign government-sponsored companies. Most of our competitors will be more
established, benefit from greater market recognition and have substantially
greater financial, development, manufacturing and marketing resources than we
expect to have. We believe the principal competitive factors in the market for
solar electric power components are:

* price per watt
* long-term stability and reliability
* product performance (primarily conversion efficiency)
* ease of handling and installation
* product quality
* reputation

A certain chemical used in our manufacturing process poses certain
risks.

We intend to use hydrogen in our manufacturing activities. Hydrogen is
inherently dangerous. Although we will take precautions that we believe to be
adequate to guard against the risk posed by our use of hydrogen, there can be no
assurance that we will be successful in avoiding an accident resulting from such
use. We do not have in effect general liability insurance, although we will to
attempt to procure such insurance prior to commencing commercial production.
Such insurance may prove to be unavailable on terms acceptable to us or
unavailable upon any terms at all for that matter. Even if we procure this
insurance, the insurance may not cover all potential claims or may not
adequately indemnify us for all liability to which we are imposed. Any liability
or legal defense expenses not covered by insurance or exceeding our insurance
coverage could materially and adversely affect our business, operating results
and financial condition.

We depend heavily on the Internet, and any adverse development with
regard to the Internet could materially adversely affect us.

Our future success substantially depends upon the viability and
continued growth in the use of the Internet and the Web because of our current
intent to use the Internet and the Web as our primary marketing and sales
channels. The growth of the Internet and the Web seems necessary to support the
sale of our solar cells. Rapid growth in the use of the Internet and the Web is
a recent phenomenon. There can be no assurance that commerce over the Internet
will become more widespread. In addition, if Internet use continues to grow
significantly, there can be no assurance that the Internet infrastructure will
remain adequate for supporting the increased demands placed upon it. The
Internet could lose its viability due to either:

* Delays in the development or adoption of new standards and
protocols required to handle increased levels of
Internet activity; or
* Increased governmental regulation

Changes in or insufficient availability of telecommunications services to
support the Internet also could slow response times and adversely affect usage
of the Web and our Web site. The failure of the Internet use to continue to
grow, or failure of the Internet infrastructure to support effectively growth
that may occur, could materially adversely affect our business, operating
results and financial condition.

The acceptance of the Internet as a medium for commerce is uncertain,
and the failure of the Internet to gain such acceptance could materially
adversely affect us.

For our business plan to succeed, a broad base of consumers must adopt
the Internet as a medium for commerce. We intend to target consumers who have
historically used traditional means of commerce to conduct business. Most of our
customers will have only fairly limited experience with the Web as a commercial
medium and may not find the Web as an effective medium for transacting business.
Moreover, critical issues concerning the commercial use of the Internet remain
unresolved and may affect the growth of Internet use or the attractiveness of
conducting commerce by means of Web sites. These critical issues include the
following:

* Ease of access
* Security
* Reliability
* Cost and quality of service
* Development of the necessary infrastructure (such as a
reliable network backbone)
* Timely development and commercialization of performance
improvements (including high speed modems)

Electronic commerce is a developing market and involves considerable
uncertainty.

The electronic market for products has only recently begun to develop
and is rapidly changing. As is typical for a new and rapidly evolving market,
demand for products over the Internet is considerably uncertain. There exist few
proven products. Since the market for electronic commerce on the Internet is new
and evolving, predictions of the size and future growth (if any) of this market
are difficult. Our business, results of operations and financial condition could
be materially adversely affected if any of the following events occur:

* The markets for our electronic commerce fail to develop
* The markets for our electronic commerce develop more slowly than
expected
* The markets for our electronic commerce become saturated with
competitors
* Our electronic commerce fails to achieve market acceptance

We are exposed to the risk of system failure, and such a failure could
materially adversely affect us.

Our sales and marketing efforts largely depends upon communications
hardware and computer hardware provided by a third party in a facility located
in Florida. Like all computer systems, this system is vulnerable to damage from
hurricane, earthquake, fire, floods, power loss, telecommunications failures,
break-ins and similar events. Despite our security measures, our servers are
also vulnerable to computer viruses, physical or electronic break-ins and
similar disruptive problems. The occurrence of any of these problems could lead
to interruptions, delays, loss of data or cessation in service to our customers.
We do not presently have redundant systems or a formal disaster recovery plan.
We do not now and will not for the foreseeable future maintain business
interruption insurance. Any system failure that interrupts or increases response
times of our Web site could result in less traffic to such site. If sustained or
repeated, such failure could reduce the attractiveness to then current and
potential customers of our solar cells.

There are risks associated with international sales.

We expect that international sales will represent a significant portion
of our product sales. International sales are subject to a number of risks,
including the following:

* changes in foreign government regulations and technical standards
* difficulty of protecting intellectual property
* export license requirements, tariffs, taxes and other trade barriers
* requirements or preferences of foreign nations for domestic products
* fluctuations in currency exchange rates relative to the U.S. dollar
* difficulties in collecting accounts receivable
* extended accounts receivable cycles
* political and economic instability
* potentially adverse tax consequences

The occurrence of any of the events described above on a broad basis could
materially adversely affect our business, results of operations and financial
condition.

Our success depends on protection of our intellectual property.

The success and competitiveness of our solar cells depend in part upon
our ability to protect our current and future technology and manufacturing
processes through a combination of patent, trade secret and unfair competition
laws.

Patent applications in the United States are maintained in secrecy
until patents issue, and the publication of discoveries in the scientific
literature tends to lag behind actual discoveries. Therefore, we cannot be
certain that we were the first creator of inventions covered by pending patent
applications or the first to file patent applications on such inventions. Patent
applications filed in foreign countries are subject to laws, rules and
procedures which differ from those of the United States. We cannot ensure the
following:

* patents will issue from pending or future applications
* our existing patents or any new patents will be sufficient in
scope or strength to provide meaningful protection or
any commercial advantage to us
* foreign intellectual property laws will protect our
intellectual property
* others will not independently develop similar products,
duplicate our solar cells or design around any patents
issued to us

We intend to enter into confidentiality and non-disclosure of
intellectual property agreements with our employees, consultants and certain
vendors and generally control access to and distribution of our proprietary
information. Notwithstanding these precautions, a third party may be able to
develop similar information independently or copy or otherwise obtain and use
our proprietary information without authorization.

Policing unauthorized use of intellectual property is difficult. The
laws of other countries may afford little or no effective protection of our
technology. The steps we take may not prevent misappropriation of our
technology. Moreover, the agreements into which we enter for protection may not
be enforceable. In addition, litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and to
determine the validity and scope of the proprietary rights of others. Litigation
may result in substantial costs and diversion of resources, either of which
could materially adversely affect our business, results of operations and
financial condition.

We may experience rapid growth, and in such case we will need to manage
this growth effectively.

We believe that, given the right business opportunities, we may expand
our operations rapidly and significantly. If rapid growth were to occur, it
could place a significant strain on our management, operational and financial
resources. To manage any significant growth of our operations, we will be
required to undertake the following successfully:

* Expand existing operations (particularly with respect to our
manufacturing capacity)
* Improve on a timely basis existing and implement new
operational, financial and inventory systems, procedures and
controls, including improvement of our financial and other
internal management systems
* Train, manage and expand our employee base

Our inability to manage growth effectively could materially adversely affect our
business, results of operations and financial condition.

We depend on certain key personnel.

We substantially depend upon the efforts and skills of Lawrence F.
Curtin, a director and the President of the Company. The loss of Mr. Curtin's
services, or his inability to devote sufficient attention to our operations,
could materially and adversely affect our operations. We do not maintain key
man life insurance on Mr. Curtin. Mr. Curtin has not entered into an
employment agreement or a covenant not to compete agreement with us.

Our current management resources may not be sufficient for the future,
and we have no assurance that we can attract additional qualified personnel.

There can be no assurance that the current level of management is
sufficient to perform all responsibilities necessary or beneficial for
management to perform. Our success in attracting additional qualified personnel
will depend on many factors, including our ability to provide them with
competitive compensation arrangements, equity participation and other benefits.
There is no assurance that (if we need to) we will be successful in attracting
highly qualified individuals in key management positions.

Our obligation to indemnify our officers and directors could prevent
our recovery for losses caused by them.

Certain provisions of our Certificate of Incorporation and By-Laws
provide that we 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 or in such agreements. Further, we may
purchase and maintain insurance on behalf of any such persons whether or not we
would have the power to indemnify such person against the liability insured
against. The foregoing could result in substantial expenditures by us and
prevent any recovery from such officers, directors, agents and employees for
losses we incurred as a result of their actions. Further, the United States
Securities and Exchange Commission takes the position that indemnification
against liability under the Securities Act of 1933 (the "Act") is against the
public policy as expressed in such act, and is, therefore, unenforceable. In
addition, Mr. Curtin can terminate the Cutin Agreements in certain
circumstances, including our failure to commence the sale of licensed solar
cells in commercially reasonable quantities by November 1, 2001. The
termination of the Curtin Agreements could materially adversely affect our
business, results of operations and financial condition.

We have entered into certain transactions with a person related to the
Company.

We have entered into certain agreements (the "Curtin Agreements") with
Lawrence F. Curtin, the President and a Director of the Company. See "PART I,
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." The Curtin Agreements
give to us rights to assets that we believe to be very important to us,
including the process and design for the solar cells we intend to manufacture
and the Web site on which we intend to market and sell our solar cells. The
Curtin Agreements were not the result of arms-length negotiations. Accordingly,
there can be no assurance that the terms and conditions of the Curtin
Agreements are as favorable to us as those that could have been obtained
in true arms-length negotiations. There can be no assurance that the Curtin
Agreements will not be modified in the future. Moreover, because of Mr.
Curtin's position with us, there can be no assurance that we would enforce
a claim against Mr. Curtin arising out of the Curtin Agreements.

Our authorized preferred stock exposes stockholders to certain risks.

Our Certificate of Incorporation authorizes the issuance of Preferred
Stock. No shares of Preferred Stock were issued as of December 8, 1999. 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 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. While our Board of Directors must exercise its fiduciary duties in
connection with the creation and issuance of any Preferred Stock, any Preferred
Stock hereafter created could feature rights and preferences adverse to the
holders of our Common Stock.

Our common stock has experienced only extremely limited trading.

There has been only extremely limited trading of shares of our Common
Stock in the "Electronic Pink Sheets" of the National Quotation Bureau. After
this Registration Statement becomes effective and subject to the sponsorship of
a market maker, shares of our Common Stock will be traded in the
over-the-counter market on the OTC Electronic Bulletin Board. There can be no
assurance as to the prices at which the shares of Common Stock will trade. Until
shares of Common Stock become more broadly held and orderly markets develop and
even thereafter, the prices of the Common Stock may fluctuate significantly.
Prices for our Common Stock will be determined in the marketplace and may be
influenced by many factors, including the following:

* The depth and liquidity of the markets for our Common Stock
* Investor perception of us and the industry in which we participate
* General economic and market conditions
* Responses to quarter-to-quarter variations in operating results
* Announcements of technological innovations or new solar cells by us
or our competitors
* Failure to meet securities analysts' estimates
* Changes in financial estimates by securities analysts
* Conditions, trends or announcements in the solar electric power
industry
* Announcements of significant acquisitions, strategic alliances,
joint ventures or capital commitments by us or our competitors
* Additions or departures of key personnel
* Sales of Common Stock
* Accounting pronouncements or changes in accounting rules that affect
our financial statements
* Other factors and events beyond our control

A certain stockholder own a large portion of our Common Stock.

A certain stockholder owns approximately 76.4% of our outstanding
common stock. As a result, this stockholder may be able to substantially
influence all matters requiring stockholder approval and thereby, our management
and affairs. Matters that typically require stockholder approval include:

* election of directors
* merger or consolidation
* sale of all or substantially all of our assets

This concentration of ownership may delay, deter or prevent acts that would
result in a change of control, which in turn could reduce the market price of
our Common Stock.

Our Common Stock has a limited float.

Only approximately 1,000,000 shares of Common Stock outstanding are
freely tradable. This limited float may decrease the liquidity of our Common
Stock from what it would be in a more active trading market. It could also cause
holders of our 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 our Common Stock. We believe that the initial limited float will be eased to
some extent over time as, if and when the following events occur:

* Shares of Common Stock subject to legal or contractual restrictions
become freely tradeable * We undertake public offerings of additional
shares of Common Stock

Potential future sales of restricted shares could depress the market
price for our Common Stock.

Approximately 4,910,000 shares of Common Stock are issued and
outstanding. We believe that approximately 3,910,000 of these shares are
"restricted securities" as that term is defined in Rule 144 promulgated under
the Act. Rule 144 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 before such sale. By the end of March 2000,
3,750,000 of our restricted shares will have been outstanding for over one year
and thus will be eligible for sale under Rule 144. Near the beginning of August
2000, the remainder of our restricted shares will have been outstanding for over
one year and thus will be eligible for sale under Rule 144. Rule 144 also
permits the sale of shares, under certain circumstances, without any quantity
limitation, by persons who are not affiliates of ours and who have beneficially
owned the shares for a minimum period of two years. The possible sale of these
restricted shares may, in the future dilute an investor's percentage of freely
tradeable shares and may depress the price of our Common Stock. Also, if
substantial, such sales might also adversely affect our ability to raise
additional equity capital. However, 3,750,000 of the approximately 3,910,000
shares believed to be "restricted securities" are held by an affiliate of ours
and must (by law) be sold subject to the volume limitations of Rule 144
described above, thus restraining the number of shares that can sold in any
period of time.

The trading price of our Common Stock entails additional regulatory
requirements, which may negatively affect such trading price.

The trading price of our Common Stock has been below $5.00 per share.
As a result of this price level, trading in our Common Stock is subject to the
requirements of certain rules promulgated under the Securities Exchange Act of
1934. These rules 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, before 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 determine the suitability of the penny stock for the purchaser and receive
the purchaser's written consent to the transaction before sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our Common Stock affected. As a
consequence, the market liquidity of our Common Stock could be severely limited
by these regulatory requirements.

We do not expect to pay cash dividends.

We have never declared or paid any cash dividends on our capital stock.
We currently intend to retain any future earnings for use in the operation and
expansion of our business. Therefore, we do not expect to pay any cash dividends
in the foreseeable future.

<PAGE>

BUSINESS

Overview

Photovoltaics.com, Inc. (the "Company") was incorporated on March 10,
1999 under the laws of the State of Delaware. The Company was formed for
purposes of manufacturing (through a proprietary process and design) thin film
solar cells and selling such cells by means of a site on the World Wide Web (the
"Web"). Solar cells are semiconductor devices which convert sunlight into
electricity and form the building block for all solar electric power products.
The Company is in a developmental stage and has not yet commenced full-scale
sales, marketing and production activities. Once commercial production
commences, the Company's solar cells will be marketed and sold as a commodity
for incorporation into applications, modules and panels developed by original
equipment manufacturers, other companies or individuals. (Modules are assemblies
of solar cells connected together and encapsulated in a weatherproof package,
while panels are assemblies of several modules wired together and mounted on a
common support structure.) The Company does not intend to develop applications,
modules or panels for its solar cells at any time in the foreseeable future.

The Company has licensed a proprietary process and design (the "Process
and Design") from Lawrence F. Curtin, the President and a Director of the
Company. Management believes that the Process and Design have certain advantages
over other current technologies used for the manufacture of solar cells. The
advantages of the Process and Design include the following:

* the ability to engage in true continuous manufacturing that
avoids interruptions resulting from the need to transfer
work-in-process from one set of equipment to another
* the elimination of a number of manufacturing steps required by
other technologies
* the use of less expensive raw materials (specifically
amorphous silicon rather than crystalline silicon) and the
avoidance of certain other raw materials frequently used to
seal solar cells (such as expensive plastics)
* the production of finished solar cells that are lighter and
less susceptible to damage during shipping and that result in
lower shipping costs as a result
* the production of finished solar cells that have lower
installation costs and are less susceptible to theft

Since its incorporation, the Company has undertaken the following
activities:

* licensed the Process and Design
* tested (to the satisfaction of management) mock-ups of solar
cells incorporating key elements of the Process and Design but
utilizing parts produced by an existing solar cell
manufacturer
* leased a Web site for purposes of marketing and selling the
Company's solar cells
* engaged an engineering firm to design and construct the
Company's manufacturing equipment, the preliminary
engineering of which has been completed
* identified, and reach a non-binding, tentative (though largely
undefined) agreement regarding the lease of, premises in which
to locate the Company's manufacturing equipment
* identified, and reach a non-binding, tentative (though
largely undefined) agreement with, a party to manage
the Company's manufacturing activities
* raised a small amount of "seed" capital

The engineering firm engaged by the Company to design and construct the
Company's manufacturing equipment has completed the general design of the
equipment. This engineering firm is currently engaged in the selection and
design of the specific components of the equipment. This final phase of the
design process is expected to be completed near the beginning of February 2000.
The Company is currently attempting to raise $2.0 million through a private
placement of its common stock to qualified investors. Of this amount, $1.5
million will be used for equipment acquisition, and $500,000 will be used for
working capital. There can be no assurance that the Company will be successful
in raising the $2.0 million. As an alternative to the $2.0 million private
placement, the Company has entered into discussions with a large financial
institution regarding a transaction whereby this institution would purchase the
Company's equipment and lease it to the Company. If this lease were obtained,
the Company would still attempt to raise $500,000 million for working capital
purposes through a private placement. There can be no assurance that this
alternative approach to financing the equipment will occur. If required
financing is not available on acceptable terms, the Company will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
its business plan. Such an occurrence would materially and adversely affect the
Company's business and financial condition. Construction and testing of the
Company's equipment is expected to be completed within six to nine months after
the $2.0 million is raised or the equipment is otherwise financed. Once the
Company has completed construction, hired and trained employees and procured an
initial stock of raw materials, commercial production of the Company's solar
cells will commence. The Company does not expect any difficulty or lengthy delay
in the hiring and training of employees and procuring an initial stock of raw
materials.

The Company has produced a limited number of mock-ups of solar cells
incorporating key elements of the Process and Design and utilizing parts
produced by an existing solar cell manufacturer. These mock-ups were tested to
the satisfaction of the Company. However, whether or not the Company can
successfully produce solar cells based on the Process and Design on a commercial
basis can not be definitively determined until commercial production actually
occurs.

The Electricity Industry

The electric power industry comprises one of the world's largest
industrial segments, with annual electricity revenues of approximately $1
trillion, of which approximately $200 billion is spent annually on power
generation and delivery equipment. More than 90% of this equipment is utilized
for centralized power plants where electricity is generated at a large scale and
distributed through a network of conducting cables to end users.

The source and corresponding price of electricity vary based on the
geographic location of a user and the level of existing electricity
infrastructure. Generally, customers in urban and suburban locations are served
by a central utility network and are considered on-grid customers. In contrast,
customers or applications in rural or underdeveloped areas are generally
provided electricity through various distributed, off-grid sources of
electricity, including solar power.

The electricity industry is currently undergoing significant changes to
its basic structure and operating models. In particular, governments in the
United States and around the world are changing the model of vertically
integrated electric utility monopolies in favor of a deregulated, competitive
industry structure. Furthermore, new power generation technologies have expanded
users' options for procuring electricity. These developments are expected to
lead to:

* Increased competition. In the United States, certain states
are planning a phased introduction of competition, starting
with competition among wholesale electricity generators,
following with the establishment of independent common-carrier
bulk transmission systems and finally leading to the
introduction of true retail competition at the end-user level.
At the final stage of this process, the Company expects that
individual customers will have as much choice over their
electricity provider as they do over their long-distance
telephone service provider.
* New entrants. As competition within the electricity business
increases, a number of new companies will emerge and focus on
various elements of electricity delivery, such as power
generation and retail marketing. In response to this shift,
the Company expects existing electricity providers, as well as
new electricity service companies, to develop and promote a
broader array of products and services such as solar electric
power as a means of segmenting customer demand and defining
differentiated brand positioning.
* Increased customer choice of products and services. In the
deregulated environment, customers will have more direct
control over the selection of providers and the means of power
generation. Consumers have already shown a preference for
clean, environmentally friendly renewable energy sources such
as solar electric power. The Company expects this trend to
continue as deregulation progresses.
* Economic incentives. Governments are implementing legislation
and introducing various subsidies and set-asides in order to
accelerate the commercialization of renewable energy sources
such as solar electric power. Specific state laws, subsidy
programs and other variables such as sunlight availability can
have a significant combined impact on the cost effectiveness
of on-grid solar electric power.

As part of a process of deregulation currently underway in various
parts of the world, governments in Europe, Japan and the United States are
implementing legislation and introducing various economic incentives. Renewable
energy sources benefit from the following types of governmental assistance:

* portfolio standards mandating the use of renewable energy sources
* direct purchase subsidies to end users to offset up-front
capital costs
* net metering laws which allow end users to sell electricity
back into the grid at full retail prices

The Solar Electric Power Industry

A number of new technologies have emerged which can generate
electricity in a distributed or point-of-use fashion. Solar electric power is
the only method of distributed generation that utilizes a renewable energy
source. Solar electric power is highly scalable and reliable, unlike a
conventional utility grid that depends critically on economies of large scale
and which is subject to power delivery constraints or outages during periods of
high demand. Distributed generation can be more cost effective than conventional
"central station" generation in the following cases:

* users live far from urban centers
* only a small amount of electricity is required
* the capacity of the existing power delivery infrastructure
prevents incremental load growth

The Company also believes that the environmental aspects of the power business
will become increasingly important and that public concern about air pollution
and global warming will be gradually transformed into policies and legislation
favorable to renewable energy sources.

Solar electric power is used in three major market segments:

* On-grid. In this application, solar electric power is used as
an environmentally preferred source of alternative or
supplemental electricity for customers already connected to
the utility grid. Primarily concentrated in Europe, Japan and
the United States, this application has represented the
fastest-growing segment of the solar electric power market for
the last three years.
* Rural electrification. Many of the estimated two billion
people still without electricity live in geographic areas not
conducive to electrification by means of the utility grid. For
these people, solar electric power can be a cost effective and
rapid way in which to acquire electrical service.
* Telecommunications. Solar electric power is used for a wide
variety of applications related to the telecommunications and
transportation industries. Examples of these applications
include: cellular telephone base stations, fiber-optic and
radio repeaters, telemetry and data acquisition systems,
traffic information signs, warning displays and emergency call
boxes.

PV Energy Systems, an independent solar energy research firm, estimated
1998 worldwide solar electric power industry shipments at 153 megawatts which
represents approximately $2.0 billion in equipment sales. Since 1994, industry
shipments have increased at a compound annual growth rate of 22%. During this
period, the fastest-growing solar electric power market segment has been for
on-grid applications, where consumers already connected to the utility grid are
choosing solar electric power as an alternative to conventional on-grid sources.
Since 1994, on-grid shipments have grown at a compound annual growth rate of
65%. While off-grid shipments still account for the majority of industry
shipments, on-grid shipments accounted for 24% of the total market in 1998. The
Company believes that growth in the on-grid market segment is being driven by
customer preference for non-polluting, carbon-free electric power technologies
and by the worldwide trend toward deregulation within the electric utility
industry. PV Energy Systems predicts that solar electric power shipments will
continue to increase at a compound annual growth rate of 24% through 2005, and
that on-grid shipments and off-grid shipments will grow at compound annual rates
of 39% and 15%, respectively.

The Solar Electric Power Challenge

The Company believes that the primary challenge among competitors in
the solar cell industry is simply to produce and sell better, more affordable
solar cells in a more efficient way. The Company has acquired the rights to a
manufacturing process and solar cell design that it believes will permit the
Company to do this. The Company believes that the quality and cost of solar
cells is driven by the following factors:

* Cost of raw materials and manufacturing
* Throughput, i.e. the volume of output in a given period of
time
* Cost of marketing and sales
* Cost and ease of shipping
* Cost and ease of installation
* Stability, and efficiency of conversion of solar power to
electricity
* Security of product from theft

Most current solar cell manufacturing technologies use silicon as their
key raw material. Silicon is one of the most abundant substance on the earth.
When certain other substances referred to as dopants are added to silicon, the
doped silicon becomes a semiconductor capable of conducting electricity under
the appropriate circumstances. Silicon can be used for solar cells in either of
two forms. The first of these forms is the crystalline form in which the silicon
atoms are chemically held in a very rigid structure. The second of these forms
is the amorphous form in which the silicon atoms are chemically held in a very
loose, undefined structure. Each of these forms has its advantages and
disadvantages. Currently, a much larger number of solar cells are made with
crystalline silicon rather than with amorphous silicon.

The chief advantages of crystalline silicon are its greater efficiency
and stability. The disadvantages of crystalline silicon are its comparatively
greater expense, requirement of expensive equipment, consumption of large
amounts of electricity, waste of a significant fraction of the starting
material, need for a more cumbersome manufacturing process, and the length of
time for completion (which usually lasts several days from start to finish). The
chief advantages of amorphous silicon are its lower costs, ability to be used in
continuous mass production manufacturing, ability to be processed at lower
temperatures with a variety of other substances, and its physical flexibility
and light weight. The chief disadvantages of amorphous silicon are its poorer
efficiency compared with crystalline silicon and its lack of long-term
stability, which results from its structure being in a non-equilibrium state.

The Company's Technology Solution

The Company has licensed a proprietary process and design for the
manufacture of solar cells (the "Process and Design"). The Company believes that
the Process and Design and the Company's plan for selling and marketing its
solar cells give to the Company the ability to produce solar cells at a lower
cost per watt than other currently available competing solar cell technologies.
Set forth below is a comparison of the Company's solar cells with other ones
currently available based on the factors that the Company believes drive the
quality and cost of solar cells.

* Cost of raw materials and manufacturing. The Process and
Design allow the Company to use less expensive amorphous
silicon (in lieu of crystalline silicon) as the key raw
material for the Company's solar cells. Also, certain other
solar cells currently using amorphous silicon are sealed in an
expensive plastic. The Process and Design allow the Company
to avoid the use of expensive sealing materials. Moreover,
the Process and Design eliminate a number of costly
manufacturing steps because the result of the Process and
Design is solar cells rather than modules and panels
produced by competitors. This reduction in manufacturing
steps further reduces the costs of the manufacturing process.
The Company believes that the cost of manufacturing a
crystalline silicon solar cells is about $2.00 per watt,
while the Company estimates that the cost of manufacturing
its solar cells will be about $.40 per watt.
* Throughput. Throughput is the volume of output in a given
period of time. The Process and Design allow for true
continuous manufacturing without any interruption resulting
from the need to transfer work-in-process from one set of
equipment to another. As a result and despite the
impossibility of making exact comparisons, the Company
believes that it will have the highest throughput in the
industry.
* Costs and ease of shipping. Currently, most crystalline
silicon solar cells are laminated in glass or sealed in glass
or an expensive plastic so that they can withstand the
elements. They are then framed in aluminum and are shipped in
that manner. This design and combination of materials results
in breakage during shipping and comparatively higher shipping
costs. The Company's solar cells will be lightweight, flexible
and essentially unbreakable in shipping. They will not involve
aluminum or plastic (which are heavy) or glass (which is both
heavy and breakable). As a result, the cost of shipping and
the potential for breakage during shipping will be greatly
reduced.
* Cost and ease of installation. The Company believes that
its solar cells are capable of being stuck to existing
structures owned by the end user, thus avoiding the need to
affix the solar cells to an ultimate structure prior to
shipping. The Company's solar cells can be shipped to the
ultimate destination of use and then stuck either to an
existing structure or to materials (such as glass) acquired
near the ultimate destination. Thus, module and panel
production is transferred from the plant to the site of
installation. When stuck to an existing structure, the cost
of the material (otherwise required to affix the solar cells
in the absence of an existing structure) is eliminated.
In addition, the Company's solar cells are designed to be
installed by any person without the need for any technical
assistance or specialized tools, thus making installation
inexpensive and easy.
* Cost of selling and marketing. The Company intends to
use the Internet and the Web as its primary marketing
and sales channels. The Company has already developed
its Web site located at http://www.photovoltaics.com. The
cost of maintaining a Web site is very inexpensive. By
using the Internet and the Web as its primary marketing
and sales channels, the Company will avoid the cost of
maintaining and compensating a force of internal salespersons
or outside sales representatives as well as other related
costs. The Company also believes that the use of the Internet
and the Web will give to it a far broader reach than it
could achieve with a force of internal salespersons or
outside sales representatives.
* Stability, and efficiency of conversion of solar power to
electricity. Crystalline silicon is a very stable substance.
Amorphous silicon is not. After having been put into service,
amorphous silicon looses nearly 30% of its efficiency within
a few months, after which time the amorphous silicon
stabilizes. Other companies are currently undertaking
efforts to bolster the stability of amorphous silicon. The
Company does not intend to engage in these sort of efforts but
instead will take the inherent instability of amorphous
silicon into account in its pricing policy. Moreover, the
amount of sunlight striking one square meter of earth is
theoretically capable of producing approximately 1,000
watts of electricity. Despite this theoretical possibility,
crystalline silicon is capable of converting this amount of
sunlight into only 120 watts of electricity. Amorphous
silicon is even less efficient, producing only 60 watts of
electricity from the same amount of sunlight, after the
decline in efficiency described above. While the inherent
instability of amorphous silicon and its poorer efficiency
make it a less attractive substance, the Company expects
to price its solar cells on a per watt basis at only about
40% of the pricing of current crystalline silicon solar cells
in order to address this instability and poorer efficiency.
* Security of product from theft. Currently, most solar cells
produced are bolted to existing structures or are attached in
another manner especially susceptible to theft. Theft of solar
cells has been an extremely acute problem. While the Company
does not intend to become involved in the end use of its solar
cells, the Company believes that its solar cells can be stuck
to certain items constituting a part of the actual makeup of a
existing structure, such as the inside of a skylight of a home
or a windshield of an automobile. Used in such a fashion, the
risk of theft would be greatly reduced.

Strategy

The Company's goal is to become a leading global solar cell
manufacturer and marketer. To achieve this, the Company intends to:

Capitalize on a large, steadily growing market. Estimated 1998
worldwide solar electric power industry shipments of equipment sales
were approximately $2.0 billion in revenues. Since 1994, industry
shipments have increased at a compound annual growth rate of 22%. Solar
electric power shipments are estimated to continue to increase at a
compound annual growth rate of 24% through 2005. The Company plans to
try to capitalize on this large, steadily growing market.

Complete the financing of the Company. The Company plans to
finance its operations for fiscal 2000 through the cash flow from
operations once they commence and (prior to that) through either (a) a
$2.0 million private placement of the Company's common stock or (b) a
capital lease of the Company's equipment and an approximately $500,000
private placement of the Company's common stock. The Company is looking
for sources of capital to fund these alternatives. However, there can
be no assurance that the Company will find such sources. If required
financing is not available on acceptable terms, the Company will be
prevented from acquiring necessary equipment, commencing commercial
operations and pursing its business plan. Such an occurrence would
materially and adversely affect the Company's business and financial
condition.

Complete the design and construction of the Company's
manufacturing equipment and commence commercial production. The Company
believes that the process and solar cell design it intends to use to
manufacture solar cells gives the Company considerable advantages over
its competitors. See "The Company's Technology Solution" above. The
engineering firm that the Company engaged to design and construct its
manufacturing equipment has completed the general design of the
equipment to implement this process and solar cell design. The Company
expects that its engineering firm will complete the selection and
design of the specific components of the equipment near the beginning
of February 2000. Construction and testing of the Company's equipment
is expected to be completed within six to nine months after
approximately $2.0 million in financing is raised. Once the Company has
completed this, hired and trained employees and procured an initial
stock of raw materials, commercial production of the Company's solar
cells will commence. The Company does not expect any difficulty or
lengthy delay in the hiring and training of employees and procuring an
initial stock of raw materials.

Rapidly expand manufacturing capacity. The Company believes
that, given the right business opportunities, it might be constrained
to expand its operations rapidly and significantly. The Company does
not believe that this should be a problem. The expansion would take the
form of an addition of another line of manufacturing equipment. This
should be fairly easy and not too costly as the Company expects that
the line would be identical to the Company's initial line and all
costly engineering work on this line has already been expended. In
addition, the Company believes that the crew that will operate the
Company's initial line would be capable of operating a second line
simultaneously.

Maintain the Company's manufacturing and technology advantage.
Because of the competitive nature of the Company's industry and the
risk of technological obsolescence, the Company intends to strive
continually to enhance its manufacturing process, design and
technologies. There can be no assurance that the Company will be able
to improve these items or that another technology vastly superior to
the Company's will not be developed.

Utilize the Internet and Web as the Company's marketing
avenues. The Company intends to utilize the Internet and Web as its
primary marketing avenues. The Company believes that this approach will
greatly reduce the costs of the Company's marketing and selling efforts
while giving the Company immediate access to a large, global pool of
potential customers.

Products

The Company's proposed business is to manufacture and sell solar cells.
Solar cells are semiconductor devices that convert sunlight directly into
electricity by means of a solid-state process known as the photovoltaic effect.
Solar cells are the core component inside every solar electric power system. The
Company has not yet begun commercial production of its solar cells. Commercial
production of the Company's solar cells depends on the Company's procurement of
approximately $2.0 million in equity financing (or a fairly comparable amount in
alternative equipment financing) and the construction of the Company's
manufacturing equipment. Once commercial production commences, the Company's
solar cells will be marketed and sold as a commodity for incorporation into
applications, modules and panels developed by original equipment manufacturers,
other companies or individuals. The Company does not intend to develop
applications, modules or panels for its solar cells at any time in the
foreseeable future. Applications for the Company's solar cells could include the
generation of electricity for users not connected to the utility grid, including
the electrification of rural homes and villages, and power supply for equipment
in the communications and transportation industries. The Company's solar cells
could also be used by customers already connected to the utility grid as a
clean, renewable source of alternative or supplemental electricity.

The Company's solar cells will be the result of a truly continuous
process in which multiple layers of thin films of various substances
(particularly amorphous silicon) are deposited by various methods on a base
material in a series of vacuum chambers. To manufacture the Company's solar
cells, a 2' x 3,500' roll of polyimide is run through a roll-to-roll web,
continuous manufacturing process in a number of separate but connected vacuum
chambers. Polyimide is a lightweight, flexible plastic film substrate
manufactured by Dupont. In the vacuum chambers, various substances (particularly
amorphous silicon) are deposited on the polyimide substrate by various methods.
Amorphous silicon offers various advantages (as well as disadvantages) over the
crystalline silicon now more predominantly being used to produce solar cells.
See "The Solar Electric Power Challenge" above. The amorphous silicon and other
substances deposited on the polyimide are physically capable of converting
sunlight into electricity. After these substances have been deposited on the
polyimide and as the process nears completion, conducting tabs comprised of
aluminum are deposited on each end of the entire length of the roll. These
conducting tabs serve to draw off the electricity converted by the substances
deposited on the polyimide. After the conducting tabs are deposited, a
proprietary contact transfer release sheet is placed over the top side of the
roll on which the substances have been deposited. The contact transfer release
sheet is the most innovative feature of the Company's solar cell design. It is a
lot like the backing on bumper stickers that is peeled off when the bumper
sticker is to be stuck to a surface. The contact transfer release sheet seals
the solar cell until installation and causes the solar cell to be adhesive for
purposes of installation. It enters the manufacturing process as a roll of
either paper or plastic. Deposited on this roll is silicone, a rubber not to be
confused with silicon (which is a metal). Prior to installation, the silicone on
the contract transfer release sheet seals the solar cell, thus avoiding the
expensive materials now frequently used to seal a solar cell prior to sale.
During and after installation, the residual silicone remaining on the solar cell
acts as an adhesive and an anti-reflective, reducing the amount of sunlight
reflected from the solar cell and thus lost for purposes of conversion into
electricity. The ultimate product of the manufacturing process is a 2' x 3,500'
roll, which in effect constitutes one large solar cell. At the end of the
manufacturing process, the roll will be cut into small pieces. The Company plans
to cut its completed rolls repeatedly across their widths into numerous 1" x 2'
strips. The result will be the production of numerous smaller solar cells. The
Company believes that this will be the most effective size for its solar cells
because of resistance problems encountered by larger solar cells whose electrons
must travel greater distances to be drawn off by the conducting tabs.

When the Company's solar cells are to be installed, the contact
transfer release sheet can be peeled back and removed, and the cells can be
pressed on to part of the actual makeup of a existing structure (such as the
inside of a skylight of a home or a windshield of an automobile) or to the
bottom side of a preinstalled glass that has already been purchased (presumably
near the site of installation), framed and mounted by the end user. In either
case, the need to affix the solar cells to an ultimate structure prior to
shipping is avoided. When stuck to an existing structure, the cost of the
material (otherwise required to affix the solar cells in the absence of an
existing structure) is eliminated. The Company's solar cells are designed to be
installed by any person without the need for any technical assistance or
specialized tools. The design of the Company's solar cells permits the end user
to construct such user's own modules and panels according to his own needs and
specifications. The end user can decide upon such user's current and voltage
needs and connect the appropriate number of the Company's solar cells either in
series or parallel according to his own needs and specifications. To connect one
of the Company's solar cells to another, V-shaped connectors made of aluminum or
tin-plated copper are crimped onto the conducting tabs of the solar cells, thus
joining them together for purposes of conducting an electrical current. A simple
pair of pliers is all that is need to crimp the V-shaped connectors to the
conducting tabs. Once all solar cells are connected according to specifications,
wires from the first and last of the connected solar cells are connected to the
application to complete a circuit. Installation of the Company's solar cells
does not even require soldering. As a result, the Company's solar cells can be
installed in an area lacking any electricity prior to installation.

The Company has not commercially produce any solar cells based on the
Process and the Design. In fact, the Company has not even produced a prototype.
However, the Company has produced four solar cells, which were mock-ups
incorporating key elements of the Process and Design and utilizing parts
produced by an existing solar cell manufacturer. In creating these mock-ups, the
Company took solar cells from the existing manufacturer that were processed to
the point immediately prior to the final sealing with glass or plastic. (The
technology to bring a solar cell to this point of completion is well-established
and non-proprietary and has existed for some time.) The Company applied contact
transfer release sheets to the existing, unfinished solar cells in the manner
prescribed by the Process and Design. After the contact transfer release sheets
were removed and the solar cells installed in the manner the Company will
recommend, each of the four test solar cells functioned for over a year totally
in accordance with the Company's expectations and without any deterioration.
Based on this testing and the theoretical aspect of the Process and Design, the
Company is confident that the solar cells can be commercially produced in a
successful manner, although there can be no certainty in this regard until
commercial production actually occurs.

The Company believes that its solar cells will be less expensive than
and preferable to competing solar cells for several reasons. See "The Company's
Technology Solution" above. The Company believes that the cost of manufacturing
a crystalline silicon solar cells is about $2.00 per watt, while the Company
estimates that the cost of manufacturing its solar cells will be about $.40 per
watt. The Company believes that most crystalline silicon solar cells are sold
from between $2.50 to $5.00 per watt, depending on then existing supply and
demand and the size and terms of the related purchase order. The Company expects
to sell its solar cells from between $.99 to $1.99 per watt, depending on the
same factors.

Manufacturing and Equipment

The Company's proposed equipment is a custom-made manufacturing line
composed of a series of vacuum chambers in which a base material (polyimide) is
run through a roll-to-roll, truly continuous manufacturing process while
multiple layers of thin films of various substances (particularly amorphous
silicon) are deposited by various methods. The Company has engaged Vacuum
Process Technology, Inc. ("VPT") to engineer and construct the Company's
equipment. VPT has completed the general design of the equipment. It is
currently engaged in the selection and design of the specific components of the
equipment. This final phase of the design process is expected to be completed
near the beginning of February 2000.

VPT was incorporated in 1991 and is located in Pembroke, Massachusetts
(35 miles south of Boston) in a modern 25,000 square foot facility consisting of
high bay assembly and test areas, engineering/design spaces and administrative
offices. VPT's customers include and have included Eastman Kodak, Raytheon Co.,
Corning, Hughes, Laser Power Corporation, the Smithsonian Institute, and the
University of Rochester Laboratory for Laser Energetics. VPT has had prior
experience in designing and constructing equipment systems similar to the one it
is designing and constructing on behalf of the Company.

The ultimate charges for VPT's design and construction work will depend
on various options for which the Company may elect. Nonetheless, the Company
expects that VPT's final charges for all design and construction will total
approximately $1.5 million. The Company has paid VPT an initial amount of
$10,000 to commence work, and will be required to pay an additional $140,000
once all engineering work is completed. An estimated amount of $1.35 million
will be required to complete construction. To pay the remaining amounts to
become due to VPT, the Company is currently attempting to raise funds through a
private placement of its common stock to qualified investors or find an
institutional lender to purchase the equipment and lease it to the Company.
There can be no assurance that the Company will be successful in procuring
required financing or entering into a leasing arrangement as an alternative.

VPT has indicated a desire to house the Company's manufacturing
operations in VPT's premises and to manage such operations on behalf of the
Company. The Company is very disposed to lease a 4,000 square foot portion of
VPT's premises and engage VPT to manage the Company's manufacturing operations.
However, the terms upon which this would occur are very tentative and largely
undefined. Nonetheless, the Company is confident that, if it and VPT fail to
enter into agreements whereby the Company would lease a portion of VPT's
premises and VPT would manage the Company's manufacturing operations, the
Company will be able to find suitable alternative premises and an adequate
alternative arrangement for the management of the Company's manufacturing
operations.

The Company intends to establish a reputation as a manufacturer and
seller of quality solar cells and to improve continuously the quality of its
solar cells and services. Quality testing will occur in batches at the
completion of the manufacturing process. The efficiency of each batch of solar
cells will be estimated, and that batch will be priced based on the estimate.

Sales and Marketing

The Company believes that the market of solar cells is comprised of
four submarkets. These submarkets include the following:

* The domestic on-grid market. The Company believes that the
deregulation of the energy industry provides a favorable
climate for marketing solar electric power and solar systems
to domestic on-grid customers.
* The international on-grid market. The international on-grid
market has developed more rapidly than the domestic on-grid
market, particularly in Europe and Japan. The Company believes
that customers in Europe and Japan are strongly motivated by
environmental concerns and that their governments will
continue to support renewable energy sources.
* The rural electrification market. This market segment
addresses a large number of people throughout the world who
are not yet served with electric power.
* The telecommunications market. This market segment
includes a wide variety of telecommunications and related
industrial applications.

The Company's solar cells will be marketed and sold as a commodity for
incorporation into applications, modules and panels developed by original
equipment manufacturers, other companies or individuals. The Company does not
intend to develop applications, modules or panels for its solar cells at any
time in the foreseeable future. Thus, the Company expects that only persons
having at least a minimal technical ability will be potential customers for its
solar cells. The Company expects that potential customers should range from the
individual homeowner and hobbyist to large commercial users. Just by having its
Web site active, the Company has received expression of interests in its solar
cells from other businesses around the world for use in roofing tiles, ocean
buoys, television and radio relay stations, and other products.

While the Company expects to use traditional methods to market and sell
its solar cells to a limited extent, the Company intends to use the Internet and
the Web as its primary marketing and sales channels. The increasing
functionality, accessibility and overall usage of the Internet and the Web have
made them attractive commercial mediums. The Internet and the Web are evolving
into a unique sales and marketing channel, just as retail stores, mail-order
catalogs and television shopping have done. The cost to develop and maintain a
Web site is comparatively minimal. A Web site features the ability to reach and
serve a large, global group of customers electronically from a central location.
Purchasing is more convenient because purchases can be done 24 hours a day,
seven days a week and do not require any interfacing with an actual individual.
Products can be shipped directly to the customer's business. Moreover, a Web
site avoids the burdensome costs of employing inside or outside sales personnel,
premises in which to house inside sales personnel, travel to make sales calls,
and continuous printing and mailing costs of marketing materials. Web-based
business are generally able to conduct the same volume of business as
traditional retailers and wholesales but with fewer employees. Furthermore, Web
sites can process transactions and fulfill orders, provide customers with rapid
and accurate responses to their questions, and gather customer feedback
efficiently. Because of these advantages, 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. The Company believes
that its solar cells can be successfully sold over the Internet and the Web, and
that its primary reliance on the Internet and the Web will give the Company an
advantage over its competitors.

The Company's marketing strategies will be designed to strengthen its
brand name, increase customer traffic to its Web site, build strong customer
loyalty, maximize repeat purchases and develop incremental revenue
opportunities. By offering customers a compelling value, the Company will seek
to increase the number of visitors who 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 as funds become available. The Company may place advertisements on
various Web sites. These advertisements will probably take the form of banners
that encourage readers to click through directly to the Company's Web site. The
Company may also enter into co-marketing agreement pursuant to which links to
the Company's Web site will be featured on other, non-Company Web sites. The
Company may also 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's being featured in a wide variety of television shows,
articles and radio programs and widely-read portions of the Internet. The
Company will also strive to obtain greater search engine presence. Currently,
the Company is listed only on the extremely popular Yahoo search engine located
at http://www.yahoo.com. The results of a search of the word "photovoltaics" on
Yahoo search engine on December 6, 1999 listed the Company's Web site as the
first site match. The Company will strive for more of this type of search engine
presence.

Competition

The market for solar electric power components and systems is intensely
competitive. The Company believes that this market will continue to be intensely
competitive, particularly if products with significant cost and performance
attributes are developed. The Company also believes that while a single
technology, crystalline silicon, has been dominant throughout the industry's
approximately 20 year history, this market will be characterized by future
technological change.

A number of large U.S., Japanese and European companies are actively
engaged in the development, manufacturing and marketing of solar electric power
components and systems. Nearly all of these companies will have significantly
greater resources to devote to the research, development, manufacturing and
marketing than the Company expects to have. There are also a large number of
smaller companies involved in both the development of, as well as the ongoing
manufacturing and marketing of, solar electric power components and systems.

There are a variety of competing technologies currently under active
development by a large number of organizations. These technologies include other
amorphous silicon technologies, cadmium telluride and copper indium diselenide
as well as advanced concepts for both bulk, ingot based, and thin film
crystalline silicon. Any of these competing technologies could theoretically
achieve manufacturing costs per watt lower than the technology we are
developing.

The Company believes that the principal competitive factors in the
market for solar electric power components are the following:

* price per watt
* long-term stability and reliability
* product performance (primarily conversion efficiency)
* ease of handling and installation
* product quality
* reputation

In addition to direct competition from other solar electric power
manufacturers, the wholesale market for solar electric power competes with other
environmentally friendly sources of power such as wind and geothermal energy.

Intellectual Property

The Company expects that its success and ability to compete will
significantly depend on the proprietary process and design it will use in
connection with the manufacture of its solar cells. This process and design was
developed by Lawrence F. Curtin, the President and a Director of the Company,
and has been licensed to the Company. Mr. Curtin has filed three patent
applications regarding this process and design. The first of these was an
application for a provisional patent filed with the U.S. Patent and Trademark
Office (the "Patent Office"). This application gave protection to Mr. Curtin's
process and design for one year during which Mr. Curtin had the right to file an
application for a utility patent. During this one-year period, Mr. Curtin did
file with the Patent Office an application for a utility patent, his second
patent application regarding the process and design. This application is
currently pending, and Mr. Curtin expects a decision on this application will be
rendered near the end of year 2000. That decision may be to deny the
application, to grant the application in its entirety or to grant the
application in part. During December 1999, Mr. Curtin also filed a patent
application under the Patent Cooperation Treaty. This treaty has been entered
into by most industrialized countries and gives protection for 30 months during
which time the applicant must file patent applications in the individual treaty
countries under their particular laws. Mr. Curtin currently expects to file
patent applications regarding his process and design in only the countries
having the largest economies. In addition to its rights in the foregoing patent
applications and resulting patents, the Company also expects that it may rely
upon unpatented know-how and continuing technological innovation to develop and
maintain the Company's competitive position.

The Company has entered into a License Agreement (the "License Agreement")
with Mr. Curtin with respect to the three patent applications described above.
Under the License Agreement, the Company has an exclusive license regarding the
three patent applications and all patents that are issued thereon. In
consideration of this license, the Company will pay to Mr. Curtin a fixed
monthly royalty of $10,000. The License Agreement has a term lasting to the
latter to occur of the expiration of last-remaining application licensed
pursuant to the License Agreement or the longest-living patent issued with
respect to such an application. The License Agreement may terminate prematurely
upon certain fairly customary events (including the Company's right to terminate
the License Agreement at any time upon 60 days' notice). Mr. Curtin can also
terminate the License Agreement prematurely at any time within 60 days after
November 1, 2001, if by November 1, 2001 the Company has failed to commence the
sale of solar cells based on the licensed technology in commercially reasonable
quantities. The License Agreement also contains fairly customary
representations, warranties and indemnifications.

All of the Company's employees and consultants will generally be required
to sign confidential information non-disclosure agreements upon the commencement
of their employment with the Company. The Company's non-disclosure agreements
will provide that all confidential information developed or made known to the
individual during the course of the individual's relationship with the Company
is to be kept confidential and not disclosed to third parties except in specific
circumstances. These agreements will also provide that all inventions made by
the individual will be the Company's exclusive property.

There can be no assurance that the steps Mr. Curtin or the Company has
taken or will take to protect the proprietary rights on which the Company will
be relying will be adequate or that third parties will not infringe or
misappropriate such proprietary rights. Moreover, the confidentiality agreements
required of employees and consultants may not provide meaningful protection for
the Company's trade secrets or adequate remedies in the event of unauthorized
use or disclosure of such information. 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
patents and other intellectual property rights of third parties by the Company.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources.

Employees

The Company currently has only two employees, its executive officers
Lawrence F. Curtin (President & Secretary) and Harvey Judkowitz (Treasurer). As
construction of the Company's equipment nears completion, the Company expects to
hire an additional eight employees. Six of these employees would work in
operations in three shifts of two, one of these employees would serve as a
shipping clerk, and the last of these employees would serve as the operations
manager. The Company does not foresee any difficulty in hiring qualified
employees.

ITEM 2. PLAN OF OPERATION.

The following matters constitute the Company's primary immediate
objectives:

* enter into a financing arrangement to enable the Company to
construct its proposed equipment and have adequate working
capital
* complete the engineering work on and construction of the Company's
equipment
* finalize details pertaining to the location of the Company's
equipment and management of the Company's manufacturing
operations
* hire and train employees and procure an initial stock of raw
materials
* test the Company's completed equipment and commence commercial
production of the Company's solar cells

The Company is currently attempting to raise $2.0 million through a
private placement of its common stock to qualified investors. Of this amount,
$1.5 million will be used for equipment acquisition, and $500,000 will be used
for working capital. There can be no assurance that the Company will be
successful in raising the $2.0 million. As an alternative to the $2.0 million
private placement, the Company has entered into discussions with a large
financial institution regarding a transaction whereby this institution would
purchase the Company's equipment and lease it to the Company. If this lease were
obtained, the Company would still attempt to raise $500,000 million for working
capital purposes through a private placement. There can be no assurance that
this alternative approach to financing the equipment will occur. If required
financing is not available on acceptable terms, the Company will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
its business plan. Construction and testing of the Company's equipment is
expected to be completed within six to nine months after the $2.0 million is
raised or the equipment is otherwise financed. Once the Company has completed
construction, hired and trained employees and procured an initial stock of raw
materials, commercial production of the Company's solar cells will commence. The
Company does not expect any difficulty or lengthy delay in the hiring and
training of employees and procuring an initial stock of raw materials.

The Company does not anticipate performing any research and development
in the next twelve months, other than that the testing of the Company's
equipment after construction is completed. There is no expected purchases or
sales of any plant or significant equipment, other than the Company's proposed
custom-made manufacturing line expected to cost about $1.5 million. The Company
does not anticipate any significant changes in its number of employees from
those initially hired.

ITEM 3. DESCRIPTION OF PROPERTY.

The Company's principal asset will be its custom-made manufacturing
line composed of a series of vacuum chambers expected to cost about $1.5
million. Other than for this, the Company does not expect to own any significant
tangible property. The Company currently intends to locate its manufacturing
line in approximately 4,000 square feet of leased premises in Pembroke,
Massachusetts (35 miles south of Boston) or some similar space in the same
general vicinity. The Company has rights to certain proprietary technology
believed by it to be valuable to the Company's business. See "PART I, ITEM 3 -
DESCRIPTION OF BUSINESS - Intellectual Property."

In addition, the Company has entered into a Web Site Lease Agreement
(the "Lease Agreement") with Lawrence F. Curtin, the President and a Director of
the Company. Under the Lease Agreement, the Company has leased from Mr. Curtin a
Web site having the domain name "http://www.photovoltaics.com" (the "Web Site").
In consideration of this lease, the Company will pay to Mr. Curtin quarterly
lease payments equal to five percent of the aggregate sales price for the
Company's solar cells sold by means of the Web Site, net of regular trade and
quantity discounts. The Lease Agreement has a term lasting to December 31, 2050,
subject to earlier termination upon certain customary events (including the
Company's right to terminate the Lease Agreement at any time upon 60 days'
notice). The Lease Agreement will also terminate prematurely upon the
termination of the License Agreement for certain reasons. The Lease Agreement
also contains fairly customary representation, warranties and indemnifications.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of December 8, 1999 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.

Name and Address of
Beneficial Ownership(1) Beneficial Owner
Number Percent

<S> <C> <C>
The Zack Curtin Trust 3,750,000(2) 76.4%
215 Cranwood Dr.
Key Biscayne, Florida 33149

Harvey Judkowitz 50,000(3) 1.0%
10220 SW 124th St.
Miami, Florida 33176

All directors and officers 50,000(3) 1.0%
as a group (one person)
</TABLE>

(1) Includes shares Stock beneficially owned pursuant to options and
warrants exercisable within 60 days.
(2) The Zack Curtin Trust was established for the sole benefit of Zack
Curtin, the son of Lawrence F. Curtin, the President and a Director of
the Company. Lawrence F. Curtin is not a trustee of this trust and does
not possess sole or shared voting power or investment power over these
shares.
(3) Reflects 50,000 shares that may be acquired pursuant to a stock option
that is currently exercisable.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

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

Name Age Positions

<S> <C> <C>
Lawrence F. Curtin 56 Director, President & Secretary

Harvey Judkowitz 55 Director & Treasurer
</TABLE>

Lawrence F. Curtin has served as a Director and the President and
Secretary of the Company since inception. From January 1998 to January 1999, he
served as President of Photovoltaics Inc., a company engaged in the development
of a "paint" process to produce the photovoltaic effect. From June 1996 through
December 1997, Mr. Curtin was engaged in independent photovoltaic research. From
1991 through May 1996, he served as President of Sweepstakes News, a news
organization that gathered sweepstakes news and provided it over the radio and
through a newspaper supplement. Mr. Curtin received a Bachelor of Science from
the University of Wisconsin.

Harvey Judkowitz has served as a Director and the Treasurer of the Company
since September 1999. He is a certified public accountant and has been involved
in his own public accounting practice since 1988. Mr. Judkowitz received a
Bachelor of Business Administration from Pace University.

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.

ITEM 6. EXECUTIVE COMPENSATION.

The Company does not expect to pay any compensation to any executive
officer in the current fiscal year. The Company has entered into certain
agreements with Lawrence C. Curtin, a Director and the President of the Company,
pursuant to which the Company will pay amounts to Mr. Curtin unrelated to his
employment with the Company. See "PART I, ITEM 7 - CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" below for a cross-reference as to where in this
Registration Statement further information about the agreements with Mr. Curtin
can be obtained.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In connection with the organization of the Company, the Company issued
to The Zack Curtin Trust 3,750,000 shares of Common Stock in consideration of
the assignment of certain patent rights and the payment of $3,750 in cash. The
sole beneficiary of The Zack Curtin Trust is Zack Curtin, the son of Lawrence C.
Curtin, a Director and the President of the Company. Lawrence F. Curtin is not a
trustee of this trust and does not possess sole or shared voting power or
investment power over these shares.

Lawrence C. Curtin, a Director and the President of the Company, has
entered into both a Patent License Agreement and a Web Site Lease Agreement with
the Company. For a description of the Patent License Agreement, see "PART I,
ITEM 1. DESCRIPTION OF BUSINESS - BUSINESS - Intellectual Property." For a
description of the Web Site Lease Agreement, see "PART I, ITEM 3. DESCRIPTION OF
PROPERTY."

ITEM 8. DESCRIPTION OF SECURITIES.

Capital Stock.

The Company's authorized capital stock consists of 20,000,000
shares of Common Stock, par value $.01 per share and 10,000,000 shares of
Preferred Stock, par value $.01 per share.

Common Stock.

The authorized Common Stock of the Company consists of 20,000,000
shares, par value $0.01 per share. As December 8, 1999, approximately 4,910,000
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.

Preferred Stock.

The Company's Certificate of Incorporation authorizes the issuance of
up to 10,000,000 shares of the Company's preferred stock, par value $0.01 per
share (the "Preferred Stock"). As of December 8, 1999, 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.

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. As of December 8, 1999, the Company has
issued and outstanding approximately 4,910,000 shares of Common Stock,
approximately 3,910,000 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. By the end of March 2000, 3,750,000 of these restricted shares
will have been outstanding for over one year and thus will be eligible for sale
under Rule 144. Near the beginning of August 2000, the remainder of these
restricted shares will have been outstanding for over one year and thus will be
eligible for sale under Rule 144. However, 3,750,000 of the approximately
3,910,000 shares believed to be "restricted securities" are held by affiliates
of the Company and must (by law) be sold subject to the volume limitations of
Rule 144 described above, thus restraining the number of shares that can sold in
any period of time.

In general, under Rule 144, 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, 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.

PART II.

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

Thus far, the Company's common stock (the "Common Stock") has been
traded on an extremely limited basis in the "Electronic Pink Sheets" of the
National Quotation Bureau under the symbol "PVDC". After this Registration
Statement becomes effective and subject to the sponsorship of a market maker,
the Company expects the Common Stock to be traded on the OTC Bulletin Board. The
Company has been advised that during the third quarter of 1999 one sale and
purchase of 1,300 shares of Common Stock occurred at a price of $1.50 per share,
and one sale and purchase of 1,100 shares and another sale and purchase of 200
shares occurred, both at a price of $1.75 per share. Other than as just
described, the Company knows of no other sales and purchases of Common Stock. As
of December 8, 1999, the Company had seven holders of record.

The Company has never paid cash dividends, and has no intentions of
paying cash dividends in the foreseeable future.

ITEM 2. LEGAL PROCEEDINGS.

None.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the formation of the Company during March 1999, the
Company issued to The Zack Curtin Trust 3,750,000 shares of the Company's common
stock (the "Common Stock"), in consideration of the assignment of its interest
in certain patent rights and the payment of $3,750 in cash. In addition, in
connection with the formation of the Company and in consideration of the
assignment of their interests in such patent rights, the Company issued to three
other persons an aggregate of 155,000 shares of the Common Stock. All of these
issuances are claimed to be exempt pursuant to Regulation D under the Securities
Act of 1933 (the "Act").

During March 1999, the Company sold an aggregate of 1,000,000 shares of
Common Stock to two persons for a per-share purchase price of $.02. These sales
are claimed to be exempt pursuant to Regulation D under the Act.

During July 1999, the Company sold 5,000 shares of Common Stock to a
foreign trust for a per-share purchase price of $1.00. This sale is claimed to
be exempt pursuant to Regulation D under the Act.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation provides that, to the
fullest extent authorized by the Delaware Law, the Company shall indemnify each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding") because he is or was a director
or officer of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expenses,
liabilities and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by him in connection with such Proceeding.

Under Section 145 of the Delaware Law, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed Proceeding (other than an action by or in the right of the
corporation) if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of the corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of any threatened, pending or completed action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that a
court determines upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

The Company's Certificate of Incorporation also provides that expenses
incurred by a person in his capacity as director of the Company in defending a
Proceeding may be paid by the Company in advance of the final disposition of
such Proceeding as authorized by the Board of Directors of the Company in
advance of the final disposition of such Proceeding as authorized by the Board
of Directors of the Company upon receipt of an undertaking by or on behalf of
such person to repay such amounts unless it is ultimately determined that such
person is entitled to be indemnified by the Company pursuant to the Delaware
Law. Under Section 145 of the Delaware Law, a corporation must indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees) actually and reasonably incurred in by him in
connection with the defense of a Proceeding if he has been successful on the
merits or otherwise in the defense thereof.

The Company's Certificate of Incorporation provides that a director of
the Company shall not be personally liable to the Company of its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for breach of a director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law for the willful or negligent unlawful payment of dividends,
stock purchase or stock redemption or (iv) for any transaction from which a
director derived an improper personal benefit.

The Company may attempt to procure directors' and officers' liability
insurance which insures against liabilities that directors and officers of the
Company may incur in such capacities.

FINANCIAL STATEMENTS

An index of the Financial Statements of the Company appears at Page F-1
hereof, the report of Company's Independent Auditors appears at Page F-2 hereof,
and the Financial Statements of the Company appear at Page F-3 through F-10
hereof.

PART III.

ITEM 1. INDEX TO EXHIBITS.

The following Exhibits are filed herewith:
<TABLE>
<CAPTION>

Exhibit No. Description

<S> <C>
3.01 First Amended and Restated Certificate of Incorporation of the Company.
3.02 Bylaws of the Company.
4.01 Specimen Common Stock Certificate.
10.01 Patent License Agreement dated December ____, 1999 between the Company and Lawrence F. Curtin.
10.02 Web Site Lease Agreement dated December ____, 1999 between the Company and Lawrence F. Curtin.
10.03 Stock Option Agreement dated December ____, 1999 by the Company in favor of Harvey Judkowitz.
21.01 Subsidiaries of Registrant.
23.01 Consent of Sewell and Company, PA.
</TABLE>

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Act of 1934, the
Company caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

December 20, 1999 PHOTOVOLTAICS.COM, INC.

By: /s/ Lawrence F. Curtin
Lawrence F. Curtin,
President

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD
MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999

CONTENTS

Page

<S> <C>
Independent Auditors' Report 2

Balance Sheet 3

Income Statement 4

Statement of Changes in Stockholders' Equity 5

Statement of Cash Flows 7

Notes to Financial Statements 8

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Photovoltaics.Com, Inc. (A Development Stage Company)
Key Biscayne, Florida

We have audited the accompanying balance sheet of Photovoltaics.Com, Inc. (a
development stage company) as of October 31, 1999, and the related statements of
income, changes in stockholders' equity, and cash flows for the period from
March 10, 1999 (inception) to October 31, 1999. 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 Photovoltaics.Com, Inc. (a
development stage company) as of October 31, 1999, and the results of its
operations, and its cash flows for the period from March 10, 1999 (inception) to
October 31, 1999, in conformity with generally accepted accounting principles.

SEWELL AND COMPANY, PA

Hollywood, Florida
December 14, 1999

F-2
<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
OCTOBER 31, 1999
<TABLE>
<S> <C>

Assets
Current assets
Cash $ 800
--------
Total current assets $ 800

Intangible Assets
Patent and license, net of accumulated
amortization of $1,537
44,573
------
$ 45,373
==========

Liabilities and Stockholders' Equity
Liabilities
Accounts payable $ 1,000
Total current liabilities $ 1,000

Stockholders' Equity
Common stock $.01 par value; 20 million shares
authorized; 4,945,300 issued and outstanding $ 49,453
Additional paid in capital 44,897
Deficit accumulation during the development stage (49,977)
-------
44,373
------
$ 45,373
==========
</TABLE>

F-3

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999

Revenues $ 0

Expenses
Licensing and website expenses $ 44,583
Accounting 2,000
Amortization expense 1,537
Transfer agent fees 1,276
Stock certificate expenses 480
Bank charges 101
---------
Total Expenses 49,977
---------

Net Loss $ (49,977)
===========

Earning per share
Net Loss per Common Share $ (0.01)

</TABLE>
F-4

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
<TABLE>
<CAPTION>

Common Stock Paid in Accumulated
Shares Amount Capital Deficit TOTAL
<S> <C> <C> <C> <C> <C>
Issuance of common stock in exchange for
Patent and cash to Zack Curtin Trust at
$ 0.01 per share on March 3, 1999 3,750,000 $37,500 $ - $ - $ 37,500
Issuance of common stock in exchange for
cash to Glenogra Limited at $ 0.02 per
share on March 17, 1999 1,000,000 10,000 10,000 20,000
Issuance of common stock in exchange for
cash to Esscentaials Ltd. at $1 per share
on March 17, 1999 5,000 50 4,950 5,000
Issuance of common stock in exchange for
paint patent services to Ira L. Dubistky at
$ 0.01 per share, on July 31, 1999 30,000 300 300
Issuance of common stock in exchange for
paint patent services to Quest Ventura
Partners at $ 0.01 per share - July 31, 1999 100,000 1,000 1,000
------ ------- ------ ---- -----------
Sub- total 4,885,000 $48,850 $14,950 $ - $ 63,800

</TABLE>

F-5
<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
<TABLE>
<CAPTION>

Common Stock Paid in Accumulated
Shares Amount Capital Deficit TOTAL
<S> <C> <C> <C> <C> <C>
Sub-total 4,885,000 $ 48,850 $14,950 $ $ 63,800

Issuance of common stock in exchange for
paint patent services to Donald and Pauline
Roux at $ 0.01 per share on July 31, 1999 25,000 250 250

Issuance of common stock in exchange for
cash to Lawrence Curtin at $ 1 per share
on July 31, 1999 35,300 353 29,947 30,300
Net loss from operations (49,977) (49,977)
------- ------- ------- -------- --------
Balance October 31, 1999 4,945,300 $49,453 $44,897 $ (49,977) $ 44,373
</TABLE>

F-6
<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
<TABLE>
<S> <C>
Cash flows from operating activities
Net Loss $ (49,977)
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization 1,537
Increase (decrease) in accounts payable 1,000
-----
Total adjustments 2,537
Net cash provided (used) by operating activities (47,440)

Cash flow from investing activities:
Cash payments for the purchase of property (10,810)
-------
Net cash provided (used) by investing activities (10,810)

Cash flow from financing activities:
Proceeds from issuance of common stock 59,050
------
Net cash provided (used) by financing activities 59,050
------

Net increase (decrease) in cash and cash equivilents 800

Cash and cash equivalents, March 10, 1999 0
------

Cash and cash equivalents, October 31, 1999 $ 800
=========
</TABLE>

Supplemental Cash Flow disclosure:
Shareholders' Equity
Note - During the eight months ended October 31, 1999, the Company issued
4,945,300 shares of common stock pursuant to a private offering.The proceeds
from the offering were $ 59, 050 in cash and $ 35,300 in patent's rights, net of
registration cost of $ 5,000.

F-7

<PAGE>

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Description:
Photovoltaics.Com, Inc. (the Company) is licensing a process to manufacture thin
film solar cells (photovoltaics). Photovoltaics is the name of the science that
uses a semiconductive device to convert sunlight into electricity. The Company
also plans to market the product through the Internet.

Organization:
Photovoltaics.Com, Inc. (a development stage company) was incorporated under the
laws of the state of Delaware on March 10, 1999.

The Company is considered to be in the development stage and the accompanying
financials represent those of a development stage company.

Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company treats all short-term
investments with maturities of three months or less at acquisition to be cash
equivalents.

Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Revenue Recognition:
Revenues of Photovoltaics.Com, Inc. are recognized at the time the services are
rendered to customers. Services are rendered when the Company's representatives
receive the customer's requests and completes the customer's orders.

Amortization:
Amortization of patents and licenses is determined utilizing the straight-line
method based generally on the estimated useful lives of the intangibles as
follows:

Patent and license 15 years

Advertising Cost:
Advertising and marketing costs are expensed as incurred. During the eight
months ended October 31, 1999, there were no advertising or marketing expenses.

F-8

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
TO OCTOBER 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Loss per Share and Diluted Loss per Share:

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which
specifies the computation, presentation and disclosure requirements for earnings
per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15
entitled Earnings Per Share. Basic earnings per share are computed by dividing
income available to common stockholders (the numerator) by the weighted-average
number of common shares (the denominator) for the period. The computation of
diluted earnings per share is similar to basic earnings per share, except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potentially dilutive common shares had
been issued.

The numerator in calculating basic earnings per share is reported net loss. The
denominator is based on the following weighted-average number of common shares:

1999

Basic 4,799,564

Concentration of Credit Risk:
Financial instruments that potentially subject the Company to credit risk
include cash on deposit with one financial institution amounting to $800 at
October 31, 1999, which was insured for up to $100,000 by the U.S. Federal
Deposit Insurance Corporation.

2. CAPITAL STOCK TRANSACTIONS

The Articles of Incorporation provide for the authorization of 20,000,000 shares
of common stock at $0.01 par value.

On March 10, 1999, 3,750,000 shares of common stock valued at $0.01 per share
were issued in exchange for patent rights and cash.

On March 17, 1999, 1,000,000 shares of common stock valued at $0.02 per share
were issued in exchange for cash.

FF-9

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999

2. CAPITAL STOCK TRANSACTIONS (CONTINUED)

On March 17, 1999, 5,000 shares of common stock valued at $1.00 per share were
issued in exchange for cash.

On July 31, 1999, 35,300 shares of common stock valued at $1.00 per share were
issued in exchange for cash.

One hundred fifty-five thousand shares of common stock valued at $0.01 per share
were issued in exchange for paint patent services, based on Board of Directors
assessment of value of services rendered July 31, 1999.

The Company's common stock as of October 31, 1999 consisted of the following:

20,000,000 shares authorized; 4,945,300 shares
issued and outstanding, at $0.01 par value. $ 49,453
========

3. INTANGIBLE ASSETS

At October 31, 1999, intangible assets were summarized by major classification
as follows:

Patent and license $ 46,110
Less: Accumulated amortization (1,537)
------
$ 44,573
========

Amortization expense for the eight months ended October 31, 1999 was $1,537.

4. SUBSEQUENT EVENTS

On November 10, 1999, the Company granted to an officer of the Company options
to purchase 50,000 shares of its common stock at a price of $1.00 per share. The
options expire on November 9, 2009. These options are exercisable as of November
10, 1999.

Prior to the audit report date, but subsequent to October 31, 1999, the Company
amended and restated its articles of incorporation to authorize 10,000,000
shares of Preferred Stock with a par value of $0.01 per share.

F-10

<PAGE>

EXHIBITS INDEX
<TABLE>
<CAPTION>

Exhibit
Number Description Page

<S> <C> <C>
3.01 First Amended and Restated Certificate of Incorporation of the Company.*
3.02 Bylaws of the Company.*
4.01 Specimen Common Stock Certificate.*
10.01 Patent License Agreement dated December ____, 1999 between the Company and
Lawrence F. Curtin.*
10.02 Web Site Lease Agreement dated December ____, 1999 between the Company and
Lawrence F. Curtin.*
10.03 Stock Option Agreement dated December ____, 1999
by the Company in favor of Harvey Judkowitz.*
21.01 Subsidiaries of Registrant.* 23.01 Consent of Sewell and Company, PA.*

* To be filed by amendment

</TABLE>

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM ITEM
PART F/S OF FORM SB-2 FOR THE PERIOD FROM MARCH 10, 1999 (INCEPTION) TO OCTOBER
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001082431
<NAME> PHOTOVOLTAICS.COM, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> MAR-10-1999
<PERIOD-END> OCT-31-1999
<EXCHANGE-RATE> 1
<CASH> 800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 800
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 49453
<CURRENT-LIABILITIES> 1000
<BONDS> 0
0
0
<COMMON> 49453
<OTHER-SE> (5080)
<TOTAL-LIABILITY-AND-EQUITY> 45373
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 49977
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (49977)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49977)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49977)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)

</TABLE>