URBAN COOL NETWORK INC, S-1/A, 2000-02-03

URBAN COOL NETWORK INC
S-1/A, 2000-02-03
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on February 3, 2000
Registration No. 333-92223
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

Urban Cool Network, Inc.
(Name of Registrant in its charter)

<TABLE>
<S> <C> <C>
Delaware 7375 75-2753953
(State or other jurisdiction of Primary Standard Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number) Identification No.)
</TABLE>

1401 Elm Street, Suite 1955
Dallas, Texas 75202
(214) 752-5818

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

Jacob R. Miles, III, Chief Executive Officer
Urban Cool Network, Inc.
1401 Elm Street, Suite 1955
Dallas, Texas 75202
(214) 752-5818

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

Copies to:
Martin C. Licht, Esq. Lawrence B. Fisher, Esq.
Silverman, Collura & Chernis, P.C. Orrick, Herrington & Sutcliffe, LLP
381 Park Avenue South 666 Fifth Avenue, 18th Floor
New York, New York 10016 New York, New York 10103
Telephone: (212) 779-8600 Telephone: (212) 506-5000
Facsimile: (212) 779-8858 Facsimile: (212) 506-5151

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

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration
Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration
Statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

================================================================================

<PAGE>

Explanatory Note

This registration statement contains two prospectuses: one relating to
this offering of 2,000,000 shares of common stock of Urban Cool, plus 300,000
shares of common stock to cover over-allotments, if any, and one relating to the
offering of 1,665,000 shares of common stock by some of the stockholders of
Urban Cool. Following the prospectus are certain substitute pages of the selling
stockholder prospectus, including alternate front outside and back outside cover
pages, an alternate "The Offering" section of the "Summary" and sections titled
"Private Financings," "Selling Stockholders and Plan of Distribution" and "Legal
Matters." Each of the alternate pages for the selling stockholder prospectus is
labeled "Alternate Page for Selling Stockholder Prospectus." All other sections
of the prospectus other than "Use of Proceeds," "Dilution," and "Underwriting"
are to be used for the selling stockholder prospectus.

<PAGE>

Preliminary Prospectus Dated February 3, 2000
Subject to Completion

[LOGO]

UCN

2,000,000 Shares

Urban Cool Network, Inc.

Common Stock

This is an initial public offering. No public market currently exists for
our shares. We anticipate that the initial public offering price of the common
stock will be between $9.00 and $11.00 per share. We have applied for listing of
our common stock on The American Stock Exchange under the symbol "UBN."

Selling stockholders are also offering 1,665,000 shares of common stock
through an alternate prospectus dated ________, 2000.

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Initial public offering price ......................... $ $
Underwriting discount ................................. $ $
Proceeds, before expenses, to us ...................... $ $
</TABLE>

Please see the risk factors beginning on page 6 to read about factors you
should consider before buying shares of our common stock.

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

The underwriters may purchase up to 300,000 additional shares from us at
the initial public offering price less the underwriting discount.

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

Delivery of the shares of common stock will be made on or about _________,
2000, in New York, New York.

Security Capital Trading, Inc.

Prospectus dated ____________________, 2000

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

<PAGE>

TABLE OF CONTENTS
<TABLE>

<S> <C>
PROSPECTUS SUMMARY ......................................................... 3

RISK FACTORS ............................................................... 6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ....................... 11

USE OF PROCEEDS ............................................................ 12

DIVIDEND POLICY ............................................................ 13

DILUTION ................................................................... 14

PRIVATE FINANCINGS ......................................................... 15

CAPITALIZATION ............................................................. 17

SELECTED FINANCIAL DATA .................................................... 19

PLAN OF OPERATION .......................................................... 20

BUSINESS ................................................................... 25

MANAGEMENT ................................................................. 35

PRINCIPAL STOCKHOLDERS ..................................................... 40

CERTAIN TRANSACTIONS ....................................................... 41

DESCRIPTION OF SECURITIES .................................................. 42

SHARES ELIGIBLE FOR FUTURE SALE ............................................ 45

PLAN OF DISTRIBUTION ....................................................... 46

LEGAL MATTERS .............................................................. 48

EXPERTS .................................................................... 48

HOW TO GET MORE INFORMATION ................................................ 48

FINANCIAL STATEMENTS ....................................................... F-1
</TABLE>

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

You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may be used only where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

<PAGE>

[The inside front cover contains a graphic
showing pages from Urban Cool's website.]

<PAGE>

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus. You should
carefully read the entire prospectus, including the "Risk Factors" section and
the financial statements and the notes to the financial statements. This summary
does not contain all of the information that investors should consider before
investing in our common stock.

Our business

We operate urbancool.com, an online network targeted to the urban consumer
that provides a forum for communications, information and electronic commerce.
Our online network, which has been operational since January 1999, consists of
15 channels with original content organized by subject matter, and includes a
search engine for users. The channels cover topics of interest to urban
consumers such as arts and literature, health and fitness, sports, education,
children, entertainment, finance, women's issues and travel. In addition, our
online network includes urbanmall.net, a shopping site, and urbantrends.com, a
business-to-business site. Through our search engine, our online network of web
sites is linked to more than 2,000 web sites. According to Web Trends, page
view impressions from January 1999 through December 31, 1999 exceeded 500,000.

Our objective is to establish our online network as a leading online
destination of urban consumers and businesses who market their products to urban
consumers.

Our strategy

We plan to establish the Urban Cool brand name through advertising, and
through the use of NetStand kiosks and CyberCenters. NetStand kiosks are
individual kiosks that we intend to place in high-traffic locations, and will
contain computers that feature high-speed Internet access to use our online
network. CyberCenters are intended to be central meeting areas that will contain
between 10 and 20 computers, which will provide users with a place to access the
Internet through our online network. Our business strategy also includes
marketing electronic commerce capable web sites to urban-based small businesses
through our subsidiary e-commerce Solutions, Inc.

Corporate background

We were incorporated in Delaware in January 1998. Our principal executive
office is located at 1401 Elm Street, Dallas, Texas 75202. Our telephone number
is (214) 752-5818. Our Internet address is urbancool.com. Information contained
in our web sites is not intended to be part of this prospectus.

3
<PAGE>

The Offering

Shares offered by us ........................ 2,000,000 shares of common stock.

Shares outstanding upon completion
of this offering .......................... 5,645,000 shares of common stock.
This number excludes:

o an aggregate of 2,435,000 shares
of common stock reserved for
issuance upon the exercise of
outstanding options and
warrants, excluding options to
purchase 755,750 shares of
common stock issuable upon the
exercise of options granted
under our stock option plans, as
discussed below;

o 500,000 shares of common stock
reserved for issuance upon the
exercise of options issuable
pursuant to our employee stock
option plan, of which options to
purchase 255,750 shares of
common stock have been granted;

o 500,000 shares of common stock
reserved for issuance upon the
exercise of options issuable
under our executive stock option
plan, all of which have been
granted;

o 200,000 shares of common stock
reserved for issuance upon the
exercise of warrants granted to
the representative of the
several underwriters of this
offering; and

o 300,000 shares reserved for
issuance upon exercise of the
underwriters' over-allotment
option.

Use of proceeds ............................ We intend to use the net proceeds
from the sale of the common stock
for:

o advertising, sales and
marketing;

o capital expenditures;

o development and marketing of
electronic commerce capable web
sites;

o development and licensing of
content and procurement of
traffic;

o repayment of debt; and

o working capital and general
corporate purposes.

4
<PAGE>

Summary Financial Data

<TABLE>
<CAPTION>
Period From Period From Period From
January 23, January 23, January 23,
1998 1998 1998
Nine Months (Inception) (Inception) (Inception)
Ended Through Through Through
September 30, September 30, December 31, September 30,
1999 1998 1998 1999
------------ ------------ ------------ ------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Statement of operations data:
Revenues ...................................... -- -- -- --
Costs and expenses:
Content costs for website ..................... $ 409,000 $ $ 130,000 $ 539,000
General and administrative .................... 492,000 153,000 198,000 690,000
----------- ---------- ---------- -----------
Operating loss ............................... (901,000) (153,000) (328,000) (1,229,000)
Interest and related costs ................... 186,000 186,000
----------- ---------- ---------- -----------
Loss before income tax benefit ............... (1,087,000) (153,000) (328,000) (1,415,000)
Income tax benefit -- -- -- --
----------- ---------- ---------- -----------
Net loss/comprehensive loss ................... $(1,087,000) $ (153,000) $ (328,000) $(1,415,000)
=========== ========== ========== ===========
Loss per share -- basic and diluted .......... $ (0.41) $ (0.07) $ (0.16)
=========== ========== ==========
Weighted average number of shares
outstanding -- basic and diluted ........... 2,659,082 2,060,885 2,066,082
=========== ========== ==========
</TABLE>

The following table provides a summary of our balance sheet at September
30, 1999:

o on an actual basis;

o on a pro forma basis to reflect:

o the issuance of 175,000 shares of common stock to Sea Breeze
Associates, a consultant in October 1999;

o the issuance of promissory notes in the aggregate amount of $700,000,
70,000 shares of common stock and warrants to purchase 350,000 shares
of common stock in October and November 1999, in connection with a
private financing transaction;

o the borrowing of $650,000, pursuant to a loan of up to $1,000,000 with
The Elite Funding Group, Inc., and the issuance of warrants to
purchase 750,000 shares of common stock to the lender in the fourth
quarter of 1999 and January 2000;

o the issuance of 150,000 shares to RMH Consulting Corp., a consultant
who is an affiliate of The Elite Funding Group who has agreed to loan
to us up to $1,000,000, in November 1999, as compensation for
consulting services with respect to the implementation of our business
plan and strategies;

o the issuance of warrants to purchase 40,000 shares of common stock to
Security Capital and warrants to purchase 20,000 shares of common
stock to May Davis Group in connection with assisting the company in
procuring a loan of up to $1,000,000 with The Elite Funding Group;

o the issuance of options to purchase 100,000 shares of common stock to
an employee in November 1999; and

o the issuance of warrants to purchase 200,000 shares of common stock
which are immediately exercisable to Stanley Wolfson in connection
with the acquisition of a 66 2/3% interest in e-commerce Solutions,
Inc.

o on a pro forma as adjusted basis to further reflect:

o the issuance of an aggregate of 15,000 shares of common stock to three
non-employee directors upon the consummation of this offering;

o the capital contribution of $2,950,000 to e-commerce Solutions and
the resulting minority interest therein;

o the receipt of the net proceeds from our sale of 2,000,000 shares of
common stock in this offering, at an estimated initial public offering
price of $10.00 per share, representing the mid-point of the filing
range, after deducting underwriting discounts and commissions and our
estimated offering expenses and the anticipated application of the
estimated net proceeds, including repayment of debt. See also "Use of
Proceeds" and "Capitalization."

<TABLE>
<CAPTION>
Balance sheet data: December 31, 1998 At September 30, 1999
----------------------------------------------------------------
(unaudited)
Actual Actual Pro Forma Pro Forma as Adjusted
---------- ---------- ----------- ---------------------
<S> <C> <C> <C> <C>

Cash ...................................... $ 2,000 -- $1,123,000 $16,263,000
Working capital (deficit) ................. (220,000) $(776,000) $ 347,000 $16,018,000
Total assets .............................. 88,000 $ 251,000 $3,401,000 $18,126,000
Total long-term debt ...................... -- $ -- $ -- --
Total liabilities ......................... 222,000 $ 778,000 $ 778,000 $ 247,000
Minority interest ......................... -- -- -- $ 983,000
Total stockholder's equity (deficiency) ... (134,000) $(527,000) $2,623,000 $16,895,000

</TABLE>

5
<PAGE>

RISK FACTORS

This offering involves a high degree of risk. You should carefully
consider the following factors and other information in this prospectus before
deciding to invest in shares of our common stock.

We have a limited operating history and will face difficulties encountered
by early stage companies in new and rapidly evolving markets.

Because we have a limited operating history, we will face difficulties
encountered by early stage companies in new and rapidly evolving markets. Our
online network commenced operating in January 1999. Accordingly, an investor
must consider the risks and uncertainties we will face as an early stage
company. These risks include our ability to:

o attract a larger audience to our online network;

o increase awareness of our brand;

o attract a large number of advertisers from a variety of industries;

o manage growth and respond effectively to competitive pressures; and

o attract, retain and motivate qualified personnel.

See "Plan of Operation" for detailed information on our limited operating
history.

We may have to cease or curtail our operations if we are unable to
obtain sufficient financing or achieve profitability.

The independent auditor's report on our financial statements contains
explanatory language that substantial doubt exists about our ability to continue
as a going concern. The report states that we have incurred net losses, and have
a working capital deficiency and a capital deficiency. If we are unable to
obtain sufficient financing in the near term or achieve profitability, then we
would, in all likelihood, experience severe liquidity problems and may have to
curtail our operations.

We may never be profitable since we have no revenues, have incurred net
losses since our inception and anticipate continuing losses.

To date, we have had no revenue. We expect to continue to incur
significant operating losses and net losses for at least the next 12 months. As
of September 30, 1999, our accumulated deficit was $1,415,000 and our working
capital deficit was $776,000. In addition, as of the date of this prospectus, we
have failed to make the monthly payments to Analysts International pursuant to a
promissory note in the principal amount of approximately $400,000. We intend to
expand our marketing of products and services, and expect that our operating
expenses will increase substantially. As a result, we will need to generate
substantial revenues to achieve profitability. We may never be profitable. If
profitability is achieved, we may not be able to sustain it.

If we are unable to raise additional capital in the future to implement
our plan to become a leading online destination for urban consumers, then we may
have to curtail or cease operations.

We anticipate that the net proceeds from the sale of the shares of our
common stock in this offering will be sufficient to satisfy our contemplated
cash requirements for the 12 month period following the consummation of this
offering. We may then require additional funding in order to implement our
business plan to become a leading online destination for urban consumers. We
have no current arrangements with respect to sources of additional financing,
which may not be available on commercially reasonable terms, or at all. If we do
not obtain necessary financing, then we may have to curtail or cease operations.
If any future financing involves the sale of our equity securities, the shares
of our common stock held by our stockholders would be substantially diluted. If
we incur indebtedness, then we may not be able to pay principal or interest.

6
<PAGE>

If we are unable to derive substantial revenues from sponsorship and
advertising, we may have to curtail operations and reevaluate our business
strategy.

We expect to derive a substantial portion of our revenues from
sponsorships and advertising on our online network and our NetStand kiosks.
Because we have not had revenues to date, demand and market acceptance for
sponsorships and advertising on our online network and NetStand kiosks is
uncertain. If we cannot derive substantial revenues from the sale of advertising
and sponsorships, our business may not succeed or we may have to curtail
operations and reevaluate our business strategy.

If we are unable to effectively manage our plan of rapid expansion, we
will not achieve profitability.

We plan to rapidly expand all aspects of our operations. As a result, we
need to expand our financial and management controls, reporting systems and
procedures. We will also have to expand, train and manage our work force for
marketing, sales and technical support, product development, site design, and
network and equipment repair and maintenance, and manage multiple relationships
with various customers, strategic partners and other third parties. We will need
to continually expand and upgrade our technology infrastructure and systems and
ensure continued high levels of service, speedy operation, and reliability. If
we are unable to manage our growth effectively, we may be unable to handle our
operations, control costs or otherwise function in a profitable manner, or at
all.

Because users seek out reliable web sites, system failures that interfere
with users' access to our online network could harm our reputation.

Our business depends on the efficient and uninterrupted operation of our
computer and communications hardware and software systems. Substantially all of
our computer and communications hardware operations are located in Dallas,
Texas. Fire, floods, earthquakes, power loss, telecommunications failures and
similar events could damage these systems. Computer viruses, electronic
break-ins or other similar disruptive problems could also adversely affect our
web sites. If our systems were shut down by any of these occurrences, our
reputation and ability to attract and retain users could be irreparably harmed.
Our insurance policies may not adequately compensate us for any losses that may
occur due to failures or interruptions in our systems. We do not presently have
any secondary "off-site" systems or a formal disaster recovery plan.

If we do not establish the Urban Cool brand name and reputation, then we
may not be able to attract and retain users.

We believe our success depends on our ability to successfully establish
and maintain our brand recognition and reputation with urban consumers. Growing
the popularity of our web sites and the Urban Cool brand name requires that we
are perceived as offering trendsetting and "cool" sites for urban consumers. We
believe that we need to invest heavily in our marketing and maintain high
standards to establish brand recognition. However, we cannot assure you that our
marketing efforts will attract urban consumers to our web sites. Even if our
marketing efforts are successful in attracting urban consumers, we may not be
able to retain users.

If we are unable to respond to rapid technological changes in our
industry, we may be unable to attract and retain users.

The Internet is characterized by rapidly changing technologies, frequent
new product and service introductions and evolving industry standards. We must
continue to develop, enhance and improve the responsiveness and features of our
web sites and develop new features to meet users needs. We also need to
integrate the various software programs and tools required to enhance and
improve our product offerings and manage our business. We may experience
difficulties that could delay or prevent the successful development,
introduction or marketing of new products and services. If we are unable to
respond to the rapid technological changes in our industry and integrate new
software products and services into our network, then we may be unable to
attract and retain users. We could also incur substantial costs if we need to
modify our services or infrastructure to adapt to these changes.

We face intense competition in in reaching our goal of becoming a leading
destination of urban consumers and businesses.

The number of web sites competing for the attention and spending of users
and advertisers has increased. We expect that online competition will further
intensify since a competitor can launch a new site at a relatively low cost.

7
<PAGE>

In addition, because of our broad market focus, we compete for users and
advertisers with many types of companies, including:

o online services or web sites targeted at urban consumers such as
bet.com, starmedia.com and quepasa.com;

o web search and retrieval and other online service companies, commonly
referred to as portals, such as AOL, Excite, Inc., Infoseek Corporation,
Lycos, Inc. and Yahoo! Inc.;

o electronic commerce companies such as AOL, Yahoo Store and Amazon.com;
and

o publishers and distributors of traditional media, such as television,
radio and print.

Increased competition could result in price reductions, reduced margins or
loss of market share.

We must expand quickly or competitors may copy or block our strategy.

We believe we must rapidly establish Urban Cool as a leading online
destination for urban consumers in order to maximize traffic to our web sites
and increase our customer base. If we fail to do so, competitors may copy our
business strategy or take other steps to prevent us from achieving our goal. In
addition, a competing kiosk program could dilute our sales and the marketing
effectiveness of the NetStand kiosks, which are a central part of our business
strategy.

If we are unable to complete the development of our proprietary sortware
to construct electronic commerce capable web sites on a timely basis, we may
lose all or a portion of our investment in e-commerce Solutions.

In November 1999, we acquired a 66 2/3% interest in e-commerce Solutions,
which is developing proprietary software to construct electronic commerce
capable web sites for small businesses. We have no experience with software
development. We cannot assure you that we will be able to complete development
of the software on a timely basis, or at all. If we do not complete development
of the software on a timely basis, we may lose all or a portion of our
investment in e-commerce Solutions.

If we are unable to successfully market low-cost electronic commerce
capable web sites, we may incur substantial losses.

The demand and market acceptance for low-cost electronic commerce capable
web sites is uncertain. We have no experience in marketing electronic commerce
capable web sites and we cannot predict if a market will develop, or if it will
develop more slowly than anticipated. If we are unable to market the electronic
commerce web sites, we may incur substantial losses.

If we are unable to develop a substantial sales force to market electronic
commerce capable web sites, we will not generate significant revenue.

We believe that we need to develop a substantial sales force to market
electronic commerce capable web sites. We currently do not have such a sales
force and we cannot assure you we will be able to build a substantial sales
force. Moreover, even if we build a substantial sales force, we cannot assure
you that our sales force will be able to attract customers and generate revenue,
or that our operations will achieve profitably.

We may be unable to successfully market web site design services in the
face of competition from many proven, well-established companies.

We have no experience in web site design services, but we expect to
compete with IBM, EDS, and many other local, regional and national competitors
for web site design services that we will offer through e-commerce Solutions. We
have limited marketing and sales capabilities and name recognition. Many of our
competitors have well established, large and experienced marketing and sales
capabilities and greater name recognition. As a result, our competitors may be
in a stronger position to respond quickly to new or emerging technologies and
changes in client requirements. They may also develop and promote their services
more effectively than we do. In addition, since barriers to entry into our
market are low, we expect additional competitors to enter our market.

8
<PAGE>

If we are unable to license third-party content on our web sites, we may
not be able to attract and retain users.

We intend to license third-party content, including news reports and
features. We believe that in order to attract and retain web site users we will
need to significantly increase the content on our web sites. If we are unable to
obtain desirable content, it could reduce visits to our web sites. If we are not
able to attract and retain users for our web site, we will not be able to
generate sponsorship and advertising revenue. If we are unable to obtain content
at an acceptable cost, it could materially harm our ability to compete and
operate profitably. In addition, even if we are able to license third party
content, we could be subject to possible copyright infringement actions based
upon such content since third-party sites may not have licenses for the use of
the intellectual property they display. Any such claim, with or without merit
could subject us to costly litigation.

If we are unable to protect our domain names our brand recognition may be
harmed.

We currently utilize various web domain names relating to our brand,
including urbancool.com, urbantrends.com and urbanmall.net. The acquisition and
maintenance of domain names generally is regulated by governmental agencies and
their designees. The regulation of domain names in the United States and in
foreign countries is expected to change in the near future. As a result, we may
be unable to acquire or maintain relevant domain names in all places in which we
may conduct business. If our ability to acquire or maintain domain names is
limited, it could harm our ability to establish brand recognition, which we
believe is essential to our success.

Our reliance on third parties to provide NetStand kiosks and other
computer hardware may impair our ability to operate and maintain our network and
fulfill our commitments to advertisers.

Although our computer and network hardware and our NetStand kiosks are
assembled from standard components which may be outsourced from a number of
manufacturers and distributors, we have no equipment manufacturing capacity and
we have no agreements with any manufacturers or distributors. We rely upon the
timely delivery of quality equipment by third-party manufacturers and
distributors. We also depend upon third-parties for the timely, cost-effective,
and proper installation, maintenance, and repair of our NetStand kiosks and for
the maintenance and repair of our equipment and network infrastructure. Failure
by any of these third-parties to perform as we require could impair our ability
to operate and maintain our network, and to fulfill our commitments to
advertisers.

Possible infringement by others of our intellectual property rights could
harm our business.

Although we have filed for trademark protection for the Urban Cool brand
name, we cannot be certain that the steps we have taken to protect the Urban
Cool brand name, or any other intellectual property rights, will be adequate or
that third parties will not infringe or misappropriate our proprietary rights.
Any such infringement or misappropriation could result in a significant claim
for damages which, whether or not successful, could seriously damage our
reputation and our business.

We may be subject to future government regulation and legal liabilities
that may be costly and may interfere with our ability to conduct business.

There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing, and the
characteristics and quality of products and services. These laws and regulations
could expose us to compliance costs and substantial liability. In addition, the
growth of the Internet, coupled with publicity regarding Internet fraud, may
lead to the enactment of more stringent consumer protection laws. These laws
would also be likely to impose additional burdens on our business.

9
<PAGE>

Several members of senior management have only recently joined us and may
not work together effectively.

Several members of our senior management joined us in 1999, including our
Chief Operating Officer and Chief Financial Officer. These individuals have not
previously worked together and are becoming integrated as a management team. As
a result, our senior managers may not work together effectively as a team to
successfully manage our growth.

The loss of Jacob R. Miles, III, our Chairman and Chief Executive Officer
would disrupt our operations and hurt our profitability.

Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly, Jacob
R. Miles, III, our founder, Chairman and Chief Executive Officer. The loss of
the services of Mr. Miles, or other key employees would likely have a
significantly detrimental effect on our business. We maintain "key person" life
insurance in the amount of $1,000,000 for Mr. Miles. We currently have an
employment agreement with Mr. Miles. Although, if Mr. Miles becomes unable or
unwilling to continue in his current positions, it would be significantly more
difficult to operate our business and could hurt our profitability.

Management will control approximately 40% of Urban Cool after completion
of this offering; management's interests may differ and conflict with yours.

Upon completion of this offering, our directors and executive officers
will own approximately 40% of the then outstanding shares of our common stock.
Accordingly, these stockholders will possess substantial control over our
operations. This control may allow them to amend corporate filings, elect all of
our board of directors, other than the director to be designated by the
representative, and substantially control all matters requiring approval by our
stockholders, including approval of significant corporate transactions. If you
purchase our common stock, you may have no effective voice in our management.

You will incur immediate and substantial dilution.

The initial public offering price substantially exceeds the amount of our
assets minus our liabilities on a per share basis. Investors in this offering
will contribute 71% of total capital contributed to Urban Cool, but will receive
only 36% of the shares of common stock. In addition, you will suffer immediate
and substantial dilution of $7.33 per share, or approximately 73.3% of the
estimated initial public offering price of $10.00 per share. The dilution to an
investor represents the comparison of the assets minus liabilities of Urban
Cool, including pro forma, adjustments, before and after the offering on a per
share basis. In addition, the exercise of options and warrants currently
outstanding could cause additional, substantial dilution to you. See "Dilution"
for more detailed information regarding the potential dilution you may incur.

Shares eligible for future sale after this offering could impair our stock
price.

The market price of our common stock could drop due to sales of a large
number of shares of our common stock or the perception that these sales could
occur. These factors could also make it more difficult to raise funds through
future offerings of common stock. In addition, 1,665,000 shares of common stock
are being offered by selling stockholders under an alternate prospectus. Our
officers, directors and some of our stockholders have entered into lock-up
agreements under which they have agreed not to offer or sell any shares of
common stock or securities convertible into or exchangeable or exercisable for
shares of common stock for various periods without the prior written consent of
Security Capital on behalf of the underwriters. See "Shares Eligible for Future
Sale" for further information concerning potential sales of our shares after
this offering.

Failure of computer systems and software products to be Year 2000
compliant could negatively impact our business.

To date, customers have not reported any problems with our online network
as a result of the commencement of year 2000. Similarly, we have not experienced
any internal impairment in our operations associated with the year 2000 issue.
Nevertheless, in the future, we may experience year 2000 compliance issues with
our online network and/or our internal systems. Our failure to adequately
address any year 2000

10
<PAGE>

compliance issues could result in claims against us, lost revenue, increased
operating expenses and other business interruptions. We have not developed any
specific contingency plans for year 2000 issues.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These forward-looking
statements are not historical facts, but rather are based on our current
expectations, estimates and projections about our industry, our beliefs and
assumptions. Words including "may," "could," "would," "will," "anticipates,"
"expects," "intends," "plans," "projects," "believes," "seeks," "estimates" and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks and
uncertainties are described in "Risk Factors" and elsewhere in this prospectus.
We caution you not to place undue reliance on these forward-looking statements,
which reflect our management's view only as of the date of this prospectus. We
are not obligated to update these statements or publicly release the result of
any revisions to them to reflect events or circumstances after the date of this
propsectus or to reflect the occurrence of unanticipated events.

11
<PAGE>

USE OF PROCEEDS

We will receive net proceeds from the sale of the shares of common stock
in this offering of approximately $17,250,000, or $19,950,000 if the
underwriters' over-allotment option is exercised in full, based upon an
estimated initial offering price of $10.00 per share, representing the midpoint
of the filing range. These numbers take into account underwriting discounts and
commissions, and other estimated offering expenses that we will pay.

We intend to use the net proceeds as follows:

Approximate
Amount of Percentage of
Application of Net Proceeds Net Proceeds Net Proceeds
- --------------------------- ------------ ------------
<S> <C> <C>

Advertising, sales and marketing ............................................ $ 5,250,000 30.4%
Capital expenditures ........................................................ 4,000,000 23.2%
Development and marketing of electronic commerce capable web sites .......... 2,950,000 17.1%
Development and licensing of content and procurement of traffic ............. 2,200,000 12.8%
Repayment of debt ........................................................... 2,286,000 13.2%
Working capital and general corporate purposes .............................. 564,000 3.3%
------------ --------
Total ..................................................................... $ 17,250,000 100.0%
============ ========
</TABLE>

Advertising, sales and marketing. We intend to utilize outdoor, radio,
print, Internet and television advertising in order to promote the Urban Cool
brand name and increase traffic on our web sites. We also intend to open
regional sales offices to market our products and services.

Capital expenditures. We intend to deploy NetStand kiosks in major urban
areas.

Development and marketing of electronic commerce capable web sites. We
intend to sell electronic commerce capable web sites to urban-based small
businesses through e-commerce Solutions. We intend to utilize a portion of the
net proceeds of the offering to make our required capital contribution in the
aggregate amount of $3,000,000 to e-commerce Solutions, which will be utilized
to complete the development of proprietary software to construct these web sites
and to set up a sales and marketing organization for the sale of electronic
commerce capable web sites.

Development and licensing of content and procurement of traffic. We intend
to develop original content, license third-party content, including financial
information, news reports, entertainment reports, features, and enter into
content agreements to increase and maintain traffic on our web sites.

Repayment of debt. We intend to repay:

o $1,050,000 in promissory notes issued during July through November in a
private financing transaction plus accrued interest, at the rate of 10%
per annum

o a promissory note in the amount of approximately $400,000 payable to
Analysts International Corporation plus accrued interest at the rate of
18% per annum,

o a loan in the amount of up to $1,000,000 from The Elite Funding Group,
of which $650,000 has been drawn as of the date of this prospectus plus
accrued interest at the rate of 10% per annum and

o accrued salary in the amount of $131,000 payable to Jacob R. Miles,
III, our Chairman, Chief Executive Officer and majority stockholder.

We anticipate that the net proceeds from this offering and cash provided
by operations will be sufficient to fund our operations and cash requirements
for at least the 12 months following the date of this prospectus. We cannot
assure you, however, that such funds will not be expended earlier due to
unanticipated changes in economic conditions or other circumstances that we
cannot foresee. In the event our plans or assumptions change or prove to be
inaccurate, we might seek additional financing sooner than currently
anticipated. Any net proceeds from the sale of the underwriters' over-allotment
option will be allocated to working capital and general corporate purposes. We
will not receive any of the proceeds from the sale of shares by the selling
stockholders.

12
<PAGE>

The proposed allocation of the net proceeds represents our management's
best estimate of its current intentions concerning the expected use of funds to
finance our activities in accordance with our management's current objectives
and current market conditions. Our management and board of directors may
allocate the funds in significantly different proportions, depending on their
needs at the time.

Pending use of the net proceeds of this offering, we intend to invest the
net proceeds in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have never paid any dividends on our common stock. We do not intend to
declare or pay dividends on our common stock; rather, we intend to retain our
earnings, if any, for the operation and expansion of our business. Dividends
will be subject to the discretion of our board of directors and will be
contingent on future earnings, if any, our financial condition, capital
requirements, general business conditions and other factors as our board of
directors deems relevant.

13
<PAGE>

DILUTION

Purchasers of our shares of common stock will experience immediate and
substantial dilution in the net tangible book value of their investment. The
difference between the initial public offering price per share of common stock
and the pro forma net tangible book value per share of common stock after this
offering constitutes the dilution per share of common stock to investors in this
offering. Pro forma net tangible book value per share represents Urban Cool's
total tangible assets less total liabilities, divided by the number of issued
and outstanding shares of common stock at September 30, 1999, after giving
effect to:

o the issuance of 175,000 shares of common stock to Sea Breeze
Associates, a consultant in October 1999;

o the issuance of promissory notes in the aggregate amount of
$700,000, 70,000 shares of common stock and warrants to purchase
350,000 shares of common stock in October and November 1999, in
connection with a private financing transaction;

o the borrowing of $650,000, pursuant to a loan of up to $1,000,000,
and the issuance of warrants to purchase 750,000 shares of common
stock to the lender, The Elite Funding Group, Inc., in the fourth
quarter of 1999 and January 2000.

o the issuance of 150,000 shares to RMH Consulting Corp., a
consultant who is an affiliate of The Elite Funding Group who has
agreed to loan us up to $1,000,000, in November 1999, as
compensation for consulting services with respect to the
implementation of our business plan and strategies;

o the issuance of warrants to purchase 40,000 shares of common stock
to Security Capital and warrants to purchase 20,000 shares of
common stock to May Davis Group in connection with assisting the
company in procuring a loan of up to $1,000,000 with The Elite
Funding Group;

o the issuance of options to purchase 100,000 shares of common stock
to an employee in November 1999; and

As of September 30, 1999, we had a pro forma net tangible negative book
value of $(408,000), $.11 per share of common stock. Giving effect to the sale
of 2,000,000 shares of common stock at the estimated initial public offering
price of $10.00 per share, representing the midpoint of the filing range, and
after deducting underwriting discounts and commissions and estimated offering
expenses, our pro forma as adjusted net tangible book value on September 30,
1999 would have been $15,095,000 or $2.67 per share. This represents an
immediate increase in the net tangible book value of approximately $2.56 per
share to existing stockholders and an immediate and substantial dilution of
$7.33 per share to new investors. The following table illustrates this per share
dilution:

<TABLE>

Assumed initial public offering price per share ..................................... $10.00
Pro forma net tangible book value per share as of September 30, 1999 ................ $ .11
Increase per share attributable to new investors .................................... $2.56
-----
Pro forma as adjusted net tangible book value per share after this offering ......... $ 2.67
------
Dilution per share to new investors ................................................. $ 7.33
======
</TABLE>

Giving effect to the sale of 2,300,000 shares of our common stock, which
assumes the underwriters exercise the over-allotment option in full, at the
estimated initial public offering price of $10.00 per share, representing the
midpoint of the filing range, the pro forma adjusted net tangible book value on
September 30, 1999 would have been $2.99 per share. This represents an immediate
increase in the net tangible book value of approximately $3.04 per share to
existing stockholders and an immediate and substantial dilution of $7.01 per
share to new investors.

14
<PAGE>

The following table summarizes, on a pro forma basis, as of September 30,
1999, the number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing
stockholders and by new investors. The following table excludes the deduction of
underwriting discounts and commissions and other estimated expenses payable by
us.

Shares Purchased Total Consideration Average
--------------------- ----------------------- Price per
Number Percent Amount Percent Share
---------- ------- ------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders ............................ 3,630,000 64% $ 7,996,000 29% $ 2.20
New investors .................................... 2,000,000 36% $20,000,000 71% $ 10.00
---------- ---- ----------- ---- -------
Total ............................................ 5,630,000 100% $27,996,000 100%
========== ==== =========== ====
</TABLE>

PRIVATE FINANCINGS

From July through November 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the principal amount of
$10,000, 1,000 shares of common stock and warrants to purchase 5,000 shares of
common stock. The warrants are exercisable at an exercise price of $2.00 per
share commencing January 2000 through May 2000 and expire July 2004 through
November 2004. The notes bear interest at the rate of 10% per annum and are
payable on the earlier of 24 months from the date of issuance or upon the
closing of an initial public offering of our securities. We have agreed to
register the shares of common stock and the shares of common stock underlying
the warrants issued in the private financing. These shares are included in this
registration statement of which this prospectus forms a part and are being
offered by the selling stockholders under an alternate prospectus.

In addition, the holders of at least 50% of the shares of common stock and
the shares of common stock underlying the warrants issued in the private
financing have the right to demand the registration of their shares on one
occasion. The holders of the shares of common stock and the warrants have agreed
not to sell, transfer, assign or otherwise dispose of the shares of common
stock, the warrants and the shares of common stock underlying the warrants for a
period of 13 months from the date of this prospectus without the prior written
consent of Security Capital Trading, Inc. However, Security Capital has agreed
to release the lock-up after six months if Security Capital has not agreed
otherwise with The American Stock Exchange or any other national securities
exchange.

Security Capital acted as the placement agent for the private financing.
We paid Security Capital a fee of $105,000, which was equal to 10% of the
aggregate purchase price of the units sold, a portion of which was re-allowed to
a sub-placement agent, and a non-accountable expense allowance of $31,500 which
was equal to 3% of the aggregate purchase price of the units sold.

On November 23, 1999, we entered into a loan agreement with The Elite
Funding Group, Inc. which provides for a loan in an amount of up to $1,000,000
at an interest rate of 10% per annum, payable monthly. On the date we entered
into the agreement, we received an initial advance of $350,000 and we issued to
the lender common stock purchase warrants for the purchase of up to 750,000
shares of common stock with an exercise price of $2.00 per share. In December
1999 and January 2000, we received additional advances in the aggregate amount
of $300,000. The warrants are exercisable by the lender at any time for a period
of ten years. To secure the repayment of advances under the loan agreement, we
have pledged substantially all of our assets to the lender. We must prepay any
outstanding advances under the loan agreement to the extent of any proceeds
available to us from the sale of our assets outside of the ordinary course of
business, the issuance of any indebtedness or the sale of any equity securities.
We must pay the full amount of all outstanding advances under the loan agreement
on the earlier of April 14, 2000 or the closing of this offering. We may draw
down up to $150,000 against the balance of the loan every 30 days.

We have also granted registration rights to the lender for the
registration of the shares of common stock underlying the warrants, including
demand and "piggy-back" registration rights. The shares of common stock
underlying the lender's warrant are included in this registration statement of
which this prospectus forms a part, are being offered under an alternate
prospectus and are not subject to a lock-up agreement. In addition, we have
agreed to utilize our best efforts to enable the lender or its designee to
purchase the number of shares of

15
<PAGE>

common stock in this offering in an amount equal to $1,000,000 divided by the
initial public offering price by requesting that Security Capital sell a portion
of the shares in this offering to the lender or its designee.

We have also entered into a consulting agreement with RMH Consulting
Corp., an affiliate of The Elite Funding Group, a principal stockholder and our
lender. The consulting agreement is for a period of two years commencing as of
November 1, 1999 and requires us to pay the consultant a fee of $6,250 per
month. Pursuant to the consulting agreement we issued 150,000 shares of common
stock to the consultant and we will be required to issue additional shares of
common stock to the consultant if we commence an initial public offering at a
price of $9.00 or less per share, so that the total number of shares issued to
the consultant will be equal to the number of shares which could have been
purchased in the initial public offering for $1,500,000. We may repurchase an
aggregate of 45,000 shares of common stock in three monthly installments of
15,000 shares of common stock from the consultant at a cash price of $2,000 for
each installment commencing in January 2000 through March 2000. In the event
that we do not repurchase the shares of common stock in a given month, then such
repurchase right expires. However, upon the completion of the offering our right
to repurchase any shares of common stock for which our repurchase right is still
outstanding will be accelerated. We have also granted registration rights to the
consultant for the registration of the shares of common stock, including demand
and "piggy-back" registration rights. The shares of common stock issued to RMH
Consulting are included in this registration statement of which this prospectus
forms a part, are being offered under an alternate prospectus and are not
subject to a lock-up agreement. See "Management--Consulting Agreements" and
"Certain Transactions."

Security Capital and May Davis Group assisted us in procuring the loan
from The Elite Funding Group and as compensation for such services received
warrants to purchase 40,000 shares of common stock and 20,000 shares of common
stock, respectively.

16
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of September 30,
1999:

o on an actual basis;

o on a pro forma basis to reflect:

o the issuance of 175,000 shares of common stock to Sea Breeze
Associates, a consultant in October 1999;

o the issuance of 150,000 shares to RMH Consulting Corp., a consultant
who is an affiliate of The Elite Funding Group, who has agreed to
loan us up to $1,000,000, in the fourth quarter of 1999, as
compensation for consulting services with respect to the
implementation of our business plan and strategies;

o the issuance of options to purchase 100,000 shares of common stock to
an employee in November 1999; and

o on a pro forma as adjusted basis to further reflect:

o the issuance of an aggregate of 15,000 shares of common stock to
three non-employee directors upon the consummation of this offering;

o the capital contribution of $2,950,000 to e-commerce Solutions and
the resulting minority interest therein;

o the receipt of the net proceeds from our sale of common stock in this
offering, at an estimated initial public offering price of $10.00 per
share, representing the midpoint of the filing range, and the
anticipated application of the net proceeds, including repayment of
debt. See also "Use of Proceeds."

The pro forma as adjusted table does not give effect to the following:

o 300,000 shares of our common stock issuable upon exercise of the
underwriters' over-allotment option;

o 200,000 shares of our common stock reserved for issuance upon the
exercise of the warrants granted to the representative of the
underwriters of this offering exercisable during the four-year period
commencing one year from the date of this prospectus at an exercise
price of 120% of the public offering price; and

o 500,000 shares of our common stock reserved for issuance upon the
exercise of options pursuant to our employee stock option plan, of
which options to purchase 255,750 shares of common stock have been
granted and 500,000 shares of common stock reserved for issuance upon
the exercise of options pursuant to our executive stock option plan,
all of which have been granted.

17
<PAGE>

You should read this table in conjunction with our financial statements,
including the notes to our financial statements, which appear elsewhere in this
prospectus.

<TABLE>
<CAPTION>
As of September 30, 1999
------------------------
Pro Forma
Actual Pro Forma as adjusted
----------- ----------- -------------
<S> <C> <C> <C>
Notes payable (face value--$350,000, actual,
$1,050,000, pro forma) .............................. $ -- $ -- $ --
----------- ----------- -------------
Minority interest ..................................... 983,000
-------------

Stockholders equity (deficiency):
Preferred stock--authorized 3,000,000 shares,
$.01 par value: none outstanding,
actual, pro forma and pro forma as adjusted
Common stock--authorized 30,000,000 shares,
$.01 par value: 3,235,000 outstanding (actual),
3,630,000 outstanding (pro forma), 5,645,000
outstanding (pro forma as adjusted) ................. 32,000 36,000 56,000
Additional paid-in capital ............................ 5,638,000 22,724,000 40,104,000
Unearned compensation ................................. (3,500,000) (7,550,000) (7,550,000)
Deficit accumulated during the development stage ...... (1,415,000) (1,415,000) (15,715,000)
Unamortized debt discount in excess of
notes payable ....................................... (1,282,000) (11,172,000) --
----------- ----------- ------------
Total stockholders equity (deficiency) ................ $ (527,000) $ 2,623,000 $ 16,895,000
----------- ----------- ------------
Total capitalization .................................. $ (527,000) $ 2,623,000 $ 17,878,000
=========== =========== ============
</TABLE>

18
<PAGE>

SELECTED FINANCIAL DATA

The following table sets forth our selected financial information as of
and for the periods indicated. We derived the statement of operations data for
the period January 23, 1998 through December 31, 1998 and the balance sheet data
as of December 31, 1998 from our audited financial statements included elsewhere
in this prospectus. The statement of operations data presented for the nine
month period ended September 30, 1999 and the periods from January 23, 1998
through September 30, 1998 and 1999, and the balance sheet data at September 30,
1999, are unaudited and were prepared by the management of Urban Cool on the
same basis as the audited financial statements of Urban Cool included elsewhere
herein and, in the opinion of management, include all adjustments consisting of
normal recurring adjustments, necessary to present fairly the information set
forth therein. The financial data for the interim periods presented are not
necessarily indicative of the results to be expected for the full year. You
should read the selected financial information in conjunction with our financial
statements, the notes to our financial statements, and the discussion under
"Plan of Operation" included elsewhere in this prospectus.

<S> <C> <C> <C> <C>
Statement of operations data:
Revenues ....................................... -- -- -- --
Costs and expenses:
Content costs for website ...................... $ 409,000 $ $ 130,000 $ 539,000
General and administrative ..................... 492,000 153,000 198,000 690,000
----------- ---------- ---------- ------------
Operating loss ................................ (901,000) (153,000) (328,000) (1,229,000)
Interest and related costs .................... 186,000 186,000
----------- ---------- ---------- ------------
Loss before income tax benefit ................ (1,087,000) (153,000) (328,000) (1,415,000)
Income tax benefit -- -- -- --
----------- ---------- ---------- ------------
Net loss/comprehensive loss .................... $(1,087,000) $ (153,000) $ (328,000) $ (1,415,000)
=========== ========== ========== ============
Loss per share -- basic and diluted ........... $ (0.41) $ (0.07) $ (0.16)
=========== ========== ==========
Weighted average number of shares
outstanding -- basic and diluted ............ 2,659,082 2,060,885 2,066,082
=========== ========== ==========
</TABLE>

Balance sheet data: December 31, 1998 September 30, 1999
----------------- ------------------
(unaudited)
<S> <C> <C>
Cash ............................................................. $ 2,000 --
Working capital (deficit) ........................................ (220,000) $(776,000)
Total assets ..................................................... 88,000 $ 251,000
Total long-term debt ............................................. -- $ --
Total liabilities ................................................ 222,000 $ 778,000
Capital deficiency ............................................... (134,000) $(527,000)
</TABLE>

19
<PAGE>

PLAN OF OPERATION

You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with our financial
statements, the notes to our financial statements and the other financial
information contained elsewhere in this prospectus.

Overview

We are a development stage company. We were incorporated in January 1998,
and have not generated any revenues in offering products or services for sale.
Since our inception, we have primarily been engaged in the initial planning and
development of our web sites and operations, negotiating agreements with content
providers and raising capital. As a result, there has not been any operating
revenue generated by our web sites through December 31, 1998 and the nine months
ended September 30, 1999.

We believe that the minority segment of the urban population has not been
meaningfully targeted for Internet access. Accordingly, we believe there is a
significant opportunity for Urban Cool to capitalize upon the demand for
Internet access in the urban market. Our objective is to establish Urban Cool as
a leading online destination of the urban consumer and businesses who market
their products to urban consumers. Our strategy is to establish the Urban Cool
brand name and utilize our urbancool.com online network, NetStand kiosks and
CyberCenter locations to reach our target market of urban consumers and
businesses who market their products to urban consumers.

During the next twelve months, we intend to pursue our strategy by
substantially following the plan of operation discussed below.

Plan of operation

We believe creating brand recognition is critical to attract urban
consumers to our web sites, NetStand kiosks and CyberCenters. We intend to
utilize approximately $5,250,000 from the net proceeds of the offering for
advertising, sales and marketing in order to help establish brand recognition.
We intend to utilize outdoor, television, print, Internet and radio advertising
as well as displays, events, direct mail, telemarketing and public relations
efforts to promote the Urban Cool brand name. We plan to co-market our services
through strategic alliances with major corporations. In addition, we intend to
utilize celebrities, primarily on a volunteer basis, to promote technology
within our urban markets. Our advertising and marketing efforts will also
include radio giveaways and in-house promotions. We have retained
McCann-Erickson to develop and manage our brand building campaign.

We intend to use approximately $4,000,000 of the net proceeds of this
offering for capital expenditures, of which approximately $3,000,000 will be
utilized to deploy NetStand kiosks. We intend to deploy the PC based NetStand
kiosk in at least 500 locations in urban markets. We anticipate that the cost of
each NetStand kiosk will be approximately $5,000. We intend to locate the
NetStand kiosks in high-traffic locations such as shopping malls, community
centers, bus terminals and multi-family housing developments.

We intend to open a model CyberCenter at 439 West 125th Street in Harlem,
New York in the second quarter of 2000. The CyberCenters are intended to provide
users with a place to socialize and access the Internet. The CyberCenters will
be 1,000 to 2,000 square feet and will contain 10 to 20 computers that provide
Internet access through our online network. We currently have no operating
CyberCenters. We intend to utilize approximately $200,000 from the net proceeds
of the offering to complete the development of the CyberCenter in Harlem. We
intend to license future CyberCenters to urban non-profit organizations, which
will own and operate the CyberCenters. Our cost for each CyberCenter is
anticipated to range from $50,000 to $100,000. We plan to offer corporate
sponsorships of the CyberCenters in order to derive sponsorship revenue. We
intend to charge users a fee for the use of the Internet access stations at the
CyberCenters and charge a management fee to the non-profit organization which
will own and operate the CyberCenters. We plan to offer introductory classes at
the CyberCenters on the use of computers and the Internet.

20
<PAGE>

We plan to derive a substantial portion of our revenue from advertising
and sponsorships. We believe that a major portion of our revenue will be derived
from corporate sponsorship of our NetStand kiosks, including billboard treatment
of the NetStand kiosks. We initially plan to charge an annual sponsorship fee of
$10,000 per sponsored NetStand kiosk. We also plan to offer corporate
sponsorship and advertising packages for the CyberCenters. In addition, we plan
to offer other advertising sponsorship packages including banner advertising,
e-mail advertising, outdoor advertising, live and broadcast events and contest
promotions. We are uncertain as to whether we will be able to generate revenue
from the corporate sponsorship of our NetStand kiosks or CyberCenters or the
sale of advertising on our online network. However, even if we do not generate
any revenue, we believe that the net proceeds of the offering will be sufficient
to meet our anticipated needs for working capital for at least 12 months.

We also will seek to promote electronic commerce through our online
network. For example, we offer links to major Internet retailers and service
providers who have entered into revenue sharing agreements with us. The
agreements generally provide that we receive a commission for products purchased
through a link from our web site.

In November 1999, we acquired a 66 2/3% interest in e-commerce Solutions,
Inc., which is developing proprietary software to construct electronic commerce
capable web sites and electronic commerce communities. We intend to utilize
approximately $2,950,000 of the net proceeds of the offering to complete
development of the software and to fund the start-up costs for e-commerce
Solutions. We intend to market electronic commerce web sites through e-commerce
Solutions to small businesses. We initially believe that a basic electronic
commerce capable web site can be marketed to small business owners at a
reasonable price. In addition, we believe that the sales of electronic commerce
web sites will provide us with additional opportunities to increase revenue.
However, we may not be able to develop the proprietary technology on a timely
basis, or at all, or generate significant revenues from the sales of electronic
commerce capable web sites.

Results of operations

From inception, operations have been in the early stages of development.
We had no revenues for the period ended December 31, 1998, and for the nine
month period ended September 30, 1999. We incurred expenses of $328,000 and
$1,087,000, respectively, for those periods, in connection with web site
development costs and other general and administrative expenses. From inception
through September 30, 1998, we incurred expenses of $153,000. the increase in
expenses for the nine month period ended September 30, 1999 as compared to the
period ended December 31, 1998 was attributable to a $279,00 increase in content
costs for our web site, a $186,000 increase in interest expenses and a $294,000
increase in general and administrative expenses consisting primarily of
consulting and professional fees of $88,000 and advertising, marketing and
promotional expenses of $109,000.

As of September 30, 1999 we had net operating loss carryforwards for
federal income tax purposes of approximately $944,000. There can be no assurance
that we will realize the benefit of the net operating loss carryforwards. The
federal net operating loss carryforward will expire in 2019. We have established
a valuation allowance with respect to these federal net operating loss
carryforward.

For the period commencing on September 30, 1999 through the completion of
the offering, we will incur charges in the aggregate amount of approximately
$13,317,000 attributable to debt issuance costs, original issue discount and
estimated interest expenses incurred in connection with the sale of $1,050,000
of our promissory notes, the loan agreement with respect to The Elite Funding
Group loan in an amount up to $1,000,000, and the issuance of shares of common
stock to directors. Additionally, we will record a charge in the amount of
$983,000 directly to stockholders' equity representing a portion of our capital
contribution to e-commerce Solutions, Inc., which reflects the minority
interest. An additional $7,550,000 of equity instrument compensatory charges are
attributable to various consulting agreements and an employee option, which are
amortizeable over the term of such agreements. In addition, upon the vesting of
warrants to purchase up to 800,000 shares of common stock issued to Stanley
Wolfson in connection with the acquisition of a 66 2/3% interest in e-commerce
Solutions we will record a charge equal to the fair value of such warrants upon
such vesting in accordance with performance criteria. Based upon an assumed fair
value of $10 per share and utilizing the Black-Scholes model, we will record a
charge of approximately $1,800,000 as each of the performance criteria is
achieved.

We expect operating results to fluctuate significantly in the future as a
result of a variety of factors, many of which are outside our control. These
factors include:

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o our ability to derive sponsorship and advertising revenue for our
online network;

o obtaining licenses of third-party content;

o consumers' acceptance of electronic commerce;

o the development of our software to market electronic commerce capable
web sites;

o the level of traffic on our web sites;

o the amount and timing of the deployment of NetStand kiosks and other
capital expenditures and other costs relating to the expansion of our
operations;

o the success of our efforts to market electronic commerce capable web
sites;

o the introduction of new or enhanced services by us or our competitors,
including low-cost electronic commerce capable web sites;

o the availability of desirable products and services for sale through
our web sites;

o the loss of a key affiliation or relationship by us;

o changes in our pricing policy or those of our competitors;

o technical difficulties with our web sites;

o incurrence of costs relating to general economic conditions; and

o economic conditions specific to the Internet or all or a portion of the
technology market.

As a strategic response to changes in the competitive environment, we may
from time to time make pricing, service or marketing decisions or business
combinations that could have a material adverse effect on our business, results
of operations and financial condition. In addition, in order to accelerate the
promotion of our brand name, we intend to significantly increase our sales and
marketing budget, which could materially and adversely affect our business,
results of operations and financial condition.

Liquidity and capital resources

We have funded our requirements for working capital to support operations
primarily from private placements of our securities, credit from our web site
developer, Analysts International Corp., and borrowings under a loan agreement.
As of September 30, 1999, we had a working capital deficit of ($776,000) and a
capital deficiency of ($527,000).

The independent auditor's report on our financial statements contains
explanatory language that substantial doubt exists about our ability to continue
as a going concern. The report specifies that we have incurred net losses, and
have a working capital deficiency and a capital deficiency. If we are unable to
obtain sufficient financing in the near term or achieve profitability, then we
would, in all likelihood, experience severe liquidity problems and may have to
curtail our operations.

For the period ended December 31, 1998, net cash provided by operating
activities was $60,000, which was primarily attributable to increases in
accounts payable and accrued expenses of $209,000, offset by our net loss of
$328,000 and increased by non-cash expenses in the amount of $179,000. For the
nine month period ended September 30, 1999 and the comparable 1998 period, cash
used in operating activities was $376,000 and $4,000, respectively. The cash
used by operating activities for the nine month period ended September 30, 1999
was attributable to a net loss of $1,087,000 and offset by non-cash expenses in
the amount of $207,000 and an increase in accounts payable, accrued expenses and
net of an increase in other assets in the amount of $509,000.

For the period ended December 31, 1998, net cash used in investing
activities was $86,000, which was attributable to the purchase of computer
equipment and software and web site development. For the nine month period ended
September 30, 1999, there was no net cash used in investing activities. In the
comparable 1998 period, $5,000 was used in investing activities, which was
attributable to web site development.

For the period ended December 31, 1998, net cash provided by financing
activities was $28,000, which was attributable to the sale of common stock and
an advance from a stockholder. For the nine month period ended September 30,
1999 and the comparable 1998 period, net cash provided by financing activities
was $374,000 and $9,000, respectively. The increase in net cash provided by
financing activities was primarily attributable to proceeds from the sale of our
common stock and proceeds from a private financing transaction.

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In November 1999, we delivered a promissory note to Analysts
International, our web site developer, in the amount of $400,432, representing
the amount of the accounts payable plus accrued interest owed to Analysts
International. The note bears interest at the rate of 18% per annum, requires
monthly payments of $25,000 and is payable on the earlier of the closing of this
offering or June 1, 2000. We have not made the monthly payments due in December
1999 and January 2000.

In January 2000, we contributed $50,000 to e-commerce Solutions, Inc. in
connection with our acquisition of a 66 2/3% interest in e-commerce Solutions.
We have also agreed to contribute an additional $2,950,000 to e-commerce
Solutions upon the closing of this offering.

In July through November, 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the amount of $10,000, 1,000
shares of common stock and warrants to purchase 5,000 shares of common stock.
The warrants are exercisable at an exercise price of $2.00 per share commencing
January 2000 through November 2000 expiring in July 2004 through November 2004.
The notes bear interest at the rate of 10% per annum and are payable on the
earlier of 24 months from the date of issuance or upon the closing of this
offering.

On November 23, 1999, we entered into a loan agreement with The Elite
Funding Group, Inc. which provides for a loan in an amount of up to $1,000,000
at an interest rate of 10% per annum, payable monthly. On the date we entered
into the agreement, we received an initial advance of $350,000 and issued to the
lender common stock purchase warrants for the purchase of up to 750,000 shares
of common stock at an exercise price of $2.00 per share, exercisable at any time
for a period of ten years. In December 1999 and January 2000, we received
additional advances in the aggregate amount of $300,000. We must prepay any
outstanding advances under the loan agreement to the extent of any proceeds
available to us from the sale of our assets outside of the ordinary course of
business, the issuance of any indebtedness or the sale of any equity securities.
We must pay the full amount of all outstanding advances under the loan agreement
on the earlier of April 14, 2000 or the closing of this offering. We may draw
down up to $150,000 against the balance of the loan every 30 days. To secure the
repayment of advances under the loan agreement, we have pledged substantially
all of our assets to the lender.

In November 1999, Jacob R. Miles, III, our Chairman, Chief Executive
Officer and majority stockholder entered into a deferred compensation agreement
with us which provides that Mr. Miles shall receive accrued salary in the amount
of $131,250, payable out of the net proceeds of this offering, which amount was
accrued from January 1, 1999 through September 30, 1999. As of September 30,
1999 we owed Mr. Miles approximately $11,000 for expenses he paid on our behalf
which has been recorded as a non-interest bearing loan.

In January 2000, we entered into a one-year agreement with Ask Jeeves
which provides for payments in the aggregate amount of $437,000 during the term
of the agreement. Ask Jeeves has developed a proprietary search engine which
utilizes a question and answer format. Pursuant to the agreement, Ask Jeeves
will customize its search engine for use by Urban Cool.

Our capital requirements depend on numerous factors, including, market
acceptance of our products and services, the resources we devote to marketing
and selling our services and our brand promotions, capital expenditures and
other factors. We have experienced a substantial increase in our capital
expenditures since our inception consistent with the growth in our operations
and staffing. We anticipate this increase will continue for the foreseeable
future particularly relating to our development of NetStand kiosks, creation of
CyberCenters and systems infrastructure. We believe that, together with the
proceeds of the offering and anticipated revenues from operations, our current
cash will be sufficient to meet our anticipated needs for working capital,
capital expenditures and business expansion for the next 12 months. After 12
months, if cash generated from operations is insufficient to satisfy our
liquidity requirements, we may seek to sell additional equity or debt securities
or to obtain a credit facility. The sale of additional equity or convertible
debt securities could result in

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additional dilution to our stockholders. There can be no assurance that
financing will be available in amounts or on terms acceptable to us, if at all.
If we do not obtain such financing, we may have to curtail or cease our
operations.

Recent accounting pronouncements

In March 1998, the Accounting Standards Executive Committee issued AICPA
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities."
This statement provides guidance on the financial reporting of start-up costs
and organization costs. It requires that the cost of start-up activities and
organization costs be expensed as incurred. This statement of position is
effective for financial statements for fiscal years beginning after December 15,
1998. We do not expect adoption of this statement to have a material impact on
our financial statements.

We are required to adopt Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information."
Statement No. 131 superseded statement No. 14, "Financial Reporting for Segments
of a Business Enterprise" and is effective for years beginning after December
31, 1997. Statement 131 establishes standards for the way that public business
enterprises report selected information about operating segments in financial
reports. Statement 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The addition of
statement 131 will not affect our results of operations or financial position,
but may affect the disclosure of the segment information in the future.

In June 1998, the Financial Accounting Standards Board or "FASB," issued
statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement changes the previous accounting definition of
derivative, which focused on freestanding contracts such as options and
forwards, including futures and swaps, expanding it to include embedded
derivatives and many commodity contracts. Under the statement, every derivative
is recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Statement No. 133 is effective for fiscal years beginning after June
15, 2000. Earlier application is allowed as of the beginning of any quarter
beginning after issuance. We do not anticipate that the adoption of statement
No. 133 will have a material impact on our financial position or results of
operations.

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BUSINESS

General

We operate urbancool.com, an online network targeted to urban consumers
that provides a forum for communications, information and electronic commerce.
Our online network, which has been operational since January 1999, consists of
15 channels with original content organized by subject matter, and includes a
search engine for users. The channels cover topics of interest to urban
consumers such as arts and literature, health and fitness, sports, education,
children, entertainment, finance, women's issues and travel. In addition, our
online network includes urbanmall.net, a shopping site and urbantrends.com, a
business-to-business site. Through our search engine, our online network of web
sites is linked to more than 2,000 web sites. According to Web Trends, page view
impressions from January 1999 through December 1999 exceeded 500,000.

Our objective is to establish our online network as a leading online
destination of urban consumers and businesses who market their products to urban
consumers. We intend to provide:

o urban residents with a local competitive means of accessing
information, technology, communications and financial products and
services as well as transportation products and services such as bus,
train and airline information and ticketing; and

o businesses with access to the urban marketplace for additional sales
and customer service opportunities, while providing exposure in the
urban marketplace for their brands.

The Internet

Internet access among U.S. households is increasing at a rapid rate.
According to a July 1999 study published by the U.S. Department of Commerce,
approximately 42% of U.S. households own computers. Approximately 26% of U.S.
households now have Internet access, and Internet access has increased for all
demographic groups in all locations. In 1998, Internet access increased 52.8%
for White households, 52% for African American households and 48.3% for Hispanic
households.

We believe that the rapid increase in Internet usage by U.S. households
represents a substantial opportunity for companies to conduct business online.
The functionality and accessibility of the Internet have made it an attractive
commercial medium by providing features that historically have been unavailable
through traditional distribution channels. Applications that allow consumers to
comparison shop or choose from a large selection of goods or services have
flourished on the Internet. Because of these advantages, an increasingly broad
base of products and services is sold online, including consumer goods such as
automobiles, books and CDs, and a variety of services, including travel,
securities trading and other financial services. Forrester Research estimates
that revenues from electronic commerce consumer spending in the U.S. will
increase from approximately $20.2 billion in 1999 to approximately $184 billion
in 2004.

Advertisers and direct marketers are also increasingly using the Internet
to locate and market to customers. Forrester Research estimates that U.S.
Internet advertising will grow from approximately $2.8 billion in 1998 to
approximately $22 billion in 2004.

Urban consumer market segment

Our target audience for our web sites is America's urban residents. The
1990 U.S. Census states that approximately 160 million out of 250 million
Americans live in an urban environment. Within this urban market, we believe the
minority population will be attracted to Urban Cool as one of its primary online
destinations since we believe it has not been meaningfully and directly targeted
for Internet access.

According to the Census, approximately 80% of the U.S. minority population
lives in an urban environment, which includes 24 million African Americans and
18 million Hispanics. Minorities trail whites in computer ownership and usage.
The U.S. Department of Commerce report states that African American and

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Hispanic households have far lower ownership levels of computers (at 23% and
26%) and Internet access levels (11% and 13%) as compared to White household
computer ownership of 47% and Internet access of 30%. However, both African
American and Hispanic households are twice as likely to own computers as they
were in 1994 and this rate of increase is greater than the rate of increase for
White ownership of computers. Because minorities are increasing their use of
computers, we believe there is a significant opportunity for Urban Cool to
capitalize on new urban minority demand for Internet access.

Strategy

General

Our objective is to establish our online network as a leading online
destination for the urban consumer. Our strategy is to attract urban consumers
to our online network, NetStand kiosks and CyberCenter locations for
information, products and services and to develop revenue generating
relationships with businesses which desire to reach urban consumers. Our
strategy also includes marketing electronic commerce capable web sites to
urban-based small businesses. The key elements of our strategy are described
below.

Create brand recognition

We believe creating brand recognition is critical to attracting urban
consumers to our web sites, NetStand kiosks and CyberCenters. We intend to
differentiate our business from other online networks through our focus on
America's inner city residents and our use of NetStand kiosks and CyberCenters
which are intended to introduce and promote our web sites to urban consumers. We
intend to utilize outdoor, television, print, Internet and radio advertising as
well as displays, events, direct mail, telemarketing and public relations
efforts to promote the Urban Cool brand name. We plan to co-market our services
through strategic alliances with major corporations. In addition, we intend to
utilize celebrities, primarily on a volunteer basis, to promote technology
within our urban markets. We believe celebrities will volunteer their services
based on discussions we have had with several of them who have given exclusive
interviews on our online network. Our advertising and marketing efforts will
also include radio giveaways and in-house promotions. We have retained
McCann-Erickson to develop and manage our brand building campaign.

Develop NetStands

We intend to use a portion of the net proceeds of this offering to place
PC-based NetStand kiosks in at least 500 locations in urban markets. Sites for
NetStand kiosks are initially planned within six urban markets: Brooklyn and
Harlem in New York City, and several areas within Dallas, Detroit, Los Angeles,
Miami and San Francisco Bay area. We intend to locate the NetStand kiosks in
high-traffic locations such as shopping malls, community centers, bus terminals
and multi-family housing developments. We have built seven NetStand kiosks which
are fully operational and, in September 1999, we entered into an agreement with
a shopping center in Dallas, Texas to deploy five NetStand kiosks. We believe
that the NetStand kiosks will be an integral part of our network. The NetStand
kiosks are designed to be easily operated by people with no previous Internet or
computer experience.

Individuals will be able to use the NetStand kiosks to visit our web
sites, search the Internet, purchase tickets, send money, access local
information and engage in electronic commerce transactions. We intend to rely on
independent third parties to manufacture, install and service the NetStand
kiosks. We anticipate that the cost of each NetStand kiosk will be approximately
$5,000. The NetStand kiosks will be networked, designed and programmed for the
local urban market in which they are deployed. The users of the NetStand kiosks
will be provided with high-speed Internet access and charged fees for certain
functions. The NetStand kiosks are designed to accept cash as well as major
credit and debit cards. We also plan to offer corporate sponsorship programs and
advertising on the NetStand kiosks, which we believe will constitute a major
portion of our revenue.

Based on our discussions with potential corporate sponsors, we believe
that we will commence generating revenue from the sale of corporate sponsorships
of the NetStand kiosks in the first six months of 2000. However, no definitive
agreements have been executed for the sale of corporate sponsorships of the
NetStand kiosks and there can be no assurance as to if, or when, corporate
sponsorships of the NetStand kiosks will be sold.

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Build CyberCenters

We intend to license future CyberCenters to urban non-profit
organizations, which will own and operate the CyberCenters. Our cost for each
CyberCenter is anticipated to range from $50,000 to $100,000. We anticipate the
non-profit organization will have capital expenditures of between $20,000 to
$40,000 in connection with opening the CyberCenter. We plan to offer corporate
sponsorships of the CyberCenter in order to derive sponsorship revenue. We
intend to charge users a fee for the use of the Internet access stations at the
CyberCenters and charge a management fee to the non-profit organizations which
will own and operate the CyberCenters. We plan to offer introductory classes at
the CyberCenters on the use of computers and the Internet.

Generate sponsorship and advertising revenues

Promote electronic commerce

We also offer links to major Internet retailers and service providers who
have agreed to revenue sharing agreements with us based on either a percentage
of sales or a set fee basis. The agreements generally provide that we receive a
commission for products purchased through a link from our web site. Currently,
through our agreements with Internet retailers and service providers, we sell
gifts, flowers, travel, computer hardware and software, video game hardware and
software, fine art, music, videos and film, entertainment and sports branded
clothing and products, health products and haircare and beauty products. We also
plan to offer telecommunications products and services, Internet services,
financial services, transportation information and tickets. We have had
discussions with several telephone companies, a financial services company, and
Internet services companies to market their products and services. Although no
definitive agreements have been reached, we believe, although there can be no
assurance, that we will be able to offer their products and services through our
online network.

We also intend to offer merchandise through our online network including
Urban Cool branded and co-branded merchandise. Products anticipated to be
offered include t-shirts and caps, gift products, music and music video
products, video game products, posters, stickers and other printed merchandise
and low cost computers.

Pursue strategic acquisitions and alliances

We plan to pursue relationships with membership-based groups such as
non-profit organizations, churches, alumni organizations, fraternities and other
similar organizations for brand building and membership acquisitions. We also
plan to pursue relationships with local and national businesses for content,
products, services and the sponsoring of our NetStand kiosks. Additionally, we
plan to pursue strategic acquisitions of Internet-related companies, other web
sites and local urban weekly newspapers that have viewers/subscribers that reach
our target market segment and generate advertising revenue. We may utilize a
portion of the net proceeds of this offering to make strategic acquisitions.

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We have entered into a non-binding letter of intent with Bloomberg, L.P.
Pursuant to the letter of intent, Bloomberg will provide content for our web
sites and promote our web sites and, in return, we will pay Bloomberg $66,666
per month. The proposed term of the agreement is three years. However, we have
not reached a definitive agreement with Bloomberg and we cannot assure you that
an agreement will be reached. As of the date of this prospectus, we do not have
any other understandings, commitments or agreements concerning these types of
transactions.

We have entered into an alliance agreement with Navisite, Inc. Navisite
provides web site hosting services, bandwidth and computer equipment to
businesses. Pursuant to the alliance agreement with Navisite, we will receive a
commission equal to 10% of all revenue which we generate for Navisite. We have
also entered into an agreement with Akamai Technologies, Inc. Akamai provides
services to businesses which will enhance the performance and functionality of
their web sites. Our web sites will contain a link to Akamai's site and Akamai's
site will contain a link to our site. We intend to enter into similar agreements
with other telecommunication companies which provide business-to-business
services. We believe that other companies will enter into strategic alliances
with us because of their desire to market their products and services to our
target market of urban consumers and businesses.

Create web site design services

We have recently acquired a 66 2/3% interest in e-commerce Solutions -- in
exchange for warrants to purchase up to 1,000,000 shares of common stock --
which is developing proprietary software to construct electronic commerce
capable web sites and electronic commerce communities. We anticipate completing
the development of the software for the design of the web sites in the third
quarter of 2000. We intend to utilize a portion of the net proceeds of the
offering to make a required capital contribution to e-commerce Solutions which
will be utilized to complete development of the software and to set up a sales
and marketing organization. Using the software, our in-house personnel will
consult with business customers, and will design and sell customized electronic
commerce capable web sites for the business customer. We intend to market the
electronic commerce web sites to small urban-based businesses at a relatively
low cost. Our goal is to develop a substantial sales force to market the web
sites.

In addition, we believe that the sales of electronic commerce web sites
will provide us with additional opportunities to increase revenue. We intend to
offer purchasers of web sites various services including:

o web hosting services;

o additional sophisticated web site development services; and

o specialized marketing into the African-American and Hispanic markets.

We intend to enter into agreements with purchasers of web sites to provide
direct links to urbancoolnet.com and to our other web sites.

Provide other services

Urban Cool, together with non-profit organizations, intends to participate
in providing introductory computer training programs in select cities. By
providing introductory classes, we intend to build a client base familiar with
our services. We do not plan, however, on generating revenue from the classes.
Other services which we plan to offer through our online network, NetStand
kiosks and CyberCenters include money transfer, transportation tickets and
public transportation information.

In addition, we intend to offer via urbancool.com, NetStand kiosks and
CyberCenters financial services such as bill paying and a full line of
telecommunication products and services including prepaid local and long
distance phone usage, prepaid cellular phones, pagers, prepaid home and business
phone services. We have entered into an agreement with NatioNet Online,
an Internet service provider, that offers Internet access to subscribers.

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Urban Cool Online Network

Our online network is organized around 15 content specific channels and
three Urban Cool web sites. Our channels, web sites and special features are
described below.

Arts & literature channel

The Arts & Literature channel provides original content and links to web
sites related to the arts, culture, dance, genealogy, literature, performing
arts and theatre.

Health and fitness channel

The Health and Fitness channel provides news stories on health and fitness
topics as well as links to web sites related to medicine and drugs, diseases,
fitness, medical references, insurance, mental health, natural health,
organ-tissue donation, health organizations and vision.

Sports channel

The Sports channel provides original content, sports news and stories as
well as links to sports magazines and numerous professional and amateur sports
and sporting events.

Education channel

The Education channel provides links to web sites related to education,
including careers, college guides, curriculum, scholarships, educational
organizations and educational references.

U' Cool kids channel

The U' Cool Kids channel provides links to web sites related to books and
stories, clubs, education, games, girls only, holiday fun, museums and
television.

Urban styles channel

The Urban styles channel provides links to web sites related to autos,
auctions, toys, fashion and beauty, men's topics, hip hop and shopping
destinations.

Entertainment channel

The Entertainment channel provides special interest stories and interviews
as well as links to web sites related to entertainment awards, celebrities,
music, entertainment magazines, movies, films, television, games, history,
entertainment organizations, comics, radio and hobbies.

Living and family channel

The Living and Family channel provides top news stories and features as
well as links to web sites related to religions, adoption, gardening, home
improvement, real estate, parenting, environment, organizations, pets,
inspirational stories, seniors, singles, insurance, spiritual well-being and
time management.

Cool technology channel

The Cool Technology channel contains news stories as well as links to web
sites related to computers, stereo and television, telecommunications,
magazines, museums, technology-related organizations and video games.

Food and beverage channel

The Food and Beverage channel provides links to web sites related to food
and beverage, recipes, food and beverage magazines and restaurants.

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Money talks channel

The Money talks channel provides links to web sites related to financial
news, careers, financial topics and business, consumer and professional
organizations.

Travel and events channel

The Travel and Events channel provides links to web sites related to city
guides, travel, state guides, events and holidays.

Street watch channel

The Street Watch channel provides links to web sites related to law
enforcement agencies, drugs and crime.

News and government channel

The News and Government channel provides top news stories, as well as
links to web sites related to government, legal information, magazines, news
services, newspapers and organizations.

For women channel

The For Women channel provides original content and links to web sites for
women, related to health issues, business, careers, magazines, organizations and
weddings.

Urbancool.com

Urbancool.com is our homepage and contains a link to urbancoolnet.com

Urbancoolnet.com

The urbancoolnet.com site is our main web site which contains links to our
15 content specific channels and our other web sites.

Urbanmall.net

The urbanmall.net site is a shopping site which offers software, videos,
books, music, CDs, Urban Cool caps, t-shirts and backpacks.

Urbantrends.com

The urbantrends.com site is a business-to-business site that provides
information about trends in the urban community and links to urban magazines,
advertising agencies and research about the urban community.

Future web sites

We intend to develop Urban Cool Magazine, a print and online technology
lifestyle magazine focused on the urban consumer. We intend to develop
urbanjobs.com, an employment and career development focused web site, and
urbancities.com, a collection of web pages focused on local urban communities.

U' Cool Crew

We intend that each channel will be hosted by one of our 12 proprietary
fictional characters known as part of the U' Cool Crew, presenting original
content, link recommendations and acting as salespersons for electronic-commerce
products and services. Our web sites contain a computer-generated likeness and
description of each of the characters, including their favorite food, dessert,
sport and other interests. We intend to further develop the personalities of
each of these characters, including animating and casting for the characters and
providing scripts for the characters. We also intend to utilize the characters
in television, radio and print advertising, to make personal appearances and to
promote the Urban Cool brand name and electronic commerce products. Network
users are able to send e-mail to the characters and to vote for their favorite
characters. We believe that the U' Cool Crew will build brand awareness and
brand loyalty for the Urban Cool brand name.

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Sales and marketing

We intend to establish a direct sales organization consisting of national,
regional and local sales representatives. Our sales organization will provide
input on design and placement of our Internet-based advertising and the content
on local web sites. The sales representatives' objective will be to provide a
high level of customer service and satisfaction to business customers. We also
intend to have our sales representatives focus on selling sponsorship packages
and banner advertising programs.

We intend to utilize a number of methods to promote the Urban Cool brand
name including outdoor advertising, advertising on other Internet sites,
targeted publications, radio stations, cable television and cross promotional
arrangements to secure advertising and other promotional considerations. We have
distributed promotional material at select targeted events such as Black expo,
cinco de mayo events, concerts and other community events. To further promote
the Urban Cool brand name, we intend to enter into strategic alliances with
consumer products and technology companies.

We intend to develop relationships with urban non-profit groups and with
other urban consumer membership based groups, such as churches, alumni
organizations, fraternities and similar organizations, for brand building and
membership acquisitions. We plan to meet with urban non-profit organizations and
other urban consumer membership based groups to identify sponsorship and grass
roots marketing opportunities. We also intend to sponsor events, concerts and
other community activities to promote the Urban Cool brand name.

Distribution - internet service provider

We have entered into an agreement with NatioNet Online, an Internet
service provider, to provide Internet access to our users. Pursuant to the
agreement, we will receive 5.1% of the monthly fee paid by each subscriber. We
intend to promote Internet service access by distributing Urban Cool co-branded
software via direct mail, magazine insertions, at concerts, seminars and events
as well as through our CyberCenters and NetStand kiosk locations. We also will
distribute our software in computer stores, record stores, discount stores,
grocery stores and through churches, community events and other community-based
organizations and membership based groups.

Web site design services

In November 1999, we acquired 66 2/3% of the capital stock of e-commerce
Solutions, Inc. from Stanley Wolfson in exchange for warrants to purchase up to
1,000,000 shares of common stock at an exercise price of $1.00 per share for a
period of five years, exercisable as follows:

o warrants to purchase 200,000 shares of common stock are exerciseable
immediately;

o warrants to purchase 200,000 shares of common stock are exercisable
provided that e-commerce Solutions has gross sales of at least
$2,500,000 within 24 months of our contribution of $3,000,000 to
e-commerce Solutions;

o warrants to purchase an additional 200,000 shares of common stock are
exercisable provided that e-commerce Solutions has gross sales of at
least $7,500,000 within 24 months of our contribution of $3,000,000 to
e-commerce Solutions;

o warrants to purchase an additional 200,000 shares of common stock are
exercisable provided that e-commerce Solutions has gross sales of at
least $15,000,000 within 24 months of our contribution of $3,000,000 to
e-commerce Solutions; and

o warrants to purchase an additional 200,000 shares of common stock are
exercisable provided that e-commerce Solutions has gross sales of at
least $25,000,000 within 24 months of our contribution of $3,000,000 to
e-commerce Solutions.

In addition, we have advanced $50,000 of capital to e-commerce Solutions
and have agreed to contribute an additional $2,950,000 of capital to e-commerce

31
<PAGE>

Solutions upon the completion of the offering. e-commerce Solutions has entered
into a three-year employment agreement with Stanley Wolfson to serve as the
president. Mr. Wolfson shall receive a salary of $175,000 per annum plus 2% of
gross sales commencing as of November 1, 1999.

e-commerce Solutions owns partially developed proprietary software to
construct electronic commerce capable web sites and electronic commerce
communities. We intend to utilize a portion of the net proceeds of the offering
to complete development of the software and to fund the start-up costs for
e-commerce Solutions. We anticipate completing the development of the software
in the third quarter of 2000. We intend to market electronic commerce web sites
through e-commerce Solutions to urban-based small businesses. We believe that a
basic electronic commerce capable web site can be marketed to urban-based small
business owners at a relatively low cost. We plan to utilize a substantial
telemarketing effort and a dedicated sales force to market the web site design
services. We cannot assure you that we will be able to develop such a sales
force or develop web site design services. We intend to offer competitive
performance-based compensation packages to our sales representatives and
telemarketers.

Revenue sharing agreements

We have entered into revenue sharing agreements, none of which are
material to our revenue, with Music Boulevard/CD Now, car prices.com,
electronics.net, Yahoo store, and buydirect.com. The agreements generally
provide that we receive a commission for products purchased through a link on
our web site. We intend to enter into agreements to offer Internet links to
other Internet retailers, including telecommunications and Internet services,
financial services, and transportation services.

Web site management and development

Analysts International initially designed our web sites. We presently
develop, manage and maintain our network of web sites. Our web site management
and development is supervised by our Vice President of Technology and Internet
Services and is assisted by employees and subcontractors.

Technology

Technology is a critical part of our business and affects our business in
a variety of ways. We intend to upgrade and modify our network hardware systems
and software in order to provide faster, more robust and more reliable
communications, entertainment and Internet services to our customers. We intend
to have servers in multiple locations in order to provide back-up of our
computer systems, quicker access to our online network and the ability to handle
the anticipated increased use of our online network.

Competition

The market for Internet products and services is highly competitive and
competition is expected to continue to increase significantly. There are no
substantial barriers to entry in these markets, and we expect that competition
will continue to intensify. We compete with many other providers of information
and community services such as AOL, Excite, Inc. Infoseek Corporation, Lycos,
Inc., and Yahoo Inc. as well as other web sites including bet.com,
starmedia.com, and quepasa.com. As we expand the scope of our Internet services,
we will compete directly with a greater number of Internet sites and other media
companies. A large number of web sites and online services also offer electronic
commerce products, informational and community features. There can be no
assurance that we will be able to compete successfully or that the competitive
pressures faced by us will not have a material adverse effect on our business.

We compete with IBM and EDS for web site design services as well as other
local, regional and national web site designers. As we expand our web site
design services we will compete directly with other web site design services
offering similar products. In addition, other web site designers may offer
reasonably priced electronic commerce capable web sites or develop similar or
superior software. We cannot assure you that we will be able to compete
successfully.

32
<PAGE>

There are other web sites that attract segments of our potential market.
We believe that we will be able to differentiate Urban Cool from competitors by
promoting the Urban Cool brand name and through access to our online network
through NetStand kiosks and CyberCenters.

Many of our existing competitors, as well as a number of potential new
competitors, have significantly greater financial, technical, marketing and
distribution resources. In addition, other web sites and online networks may be
acquired by, receive investments from, or enter into other commercial
relationships with larger, well-established and well financed companies. Greater
competition resulting from these types of strategies relationships could have a
material adverse effect on our business, operating results and financial
condition.

Government regulation

Due to the increasing popularity and use of the Internet, it is possible
that a number of laws and regulations may be adopted with respect to the
Internet, covering issues such as user privacy, defamation, pricing, taxation,
content regulation, quality of products and services, and intellectual property
ownership and infringement. Such legislation could dampen the growth in use of
the Internet generally, decrease the acceptance of the Internet as a
communications and commercial medium and require us to incur expense in
complying with any new regulations. Other nations have taken actions to restrict
the free flow of material deemed to be objectionable on the Internet. In
addition, several telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal Communications
Commission in the same manner as other telecommunications services. Such laws
and regulations if enacted in the United States or abroad could have a material
adverse effect on our business. Moreover, the applicability to the Internet of
the existing laws governing issues such as property ownership, copyright,
defamation, obscenity, and personal privacy is uncertain, and we may be subject
to claims that our services violate these laws. Any new legislation or
regulation in the United States or abroad or the application of existing laws
and regulations to the Internet could have a material adverse effect on our
business.

Due to the global nature of the Internet, it is possible that, although
transmissions by us over the Internet originate primarily in the State of Texas,
the governments of other states and foreign countries might attempt to regulate
our transmissions or prosecute us for violations of their laws. There can be no
assurance that violations of local laws will not be alleged or charged by state
or foreign governments, that we might not unintentionally violate such law or
that such laws will not be modified, or new laws enacted, in the future. Any of
the foregoing developments could have a material adverse effect on our business.

Trademarks and proprietary rights

We regard our copyrights, trademarks, trade names, trade dress, trade
secrets, and similar intellectual property as critical to our success, and we
intend to rely on trademark and copyright law, trade secret protection and
confidentiality and/or license agreements with our employees, customers,
independent contractors, partners and others to protect our proprietary rights.
We pursue the registration of our trademarks and service marks in the United
States, and have applied for and obtained registration in the United States for
the Urban Cool brand name. We are in the process of filing for additional
protection. Effective trademark, service mark, copyright and trade secret
protection may not be available in every country in which our products and
services are made available online.

There can be no assurance that the steps taken by us to protect our
proprietary rights will be adequate or that third parties will not infringe or
misappropriate our copyrights, trademarks, trade dress and similar proprietary
rights. In addition, there can be no assurance that other parties will not
assert claims of infringement of intellectual property or alter proprietary
rights against us.

We may be required to obtain licenses from others to refine, develop,
market and deliver new services. There can be no assurance that we will be able
to obtain any license on commercially reasonable terms, or at all or that rights
granted pursuant to any licenses will be valid and enforceable.

33
<PAGE>

Employees

We have nine full-time employees, four of which are involved in marketing
and sales and five in general management, technology and administration. We also
have two part time employees. We have no collective bargaining agreement with
our employees. We believe that our relationship with our employees is
satisfactory.

Legal proceedings

Urban Cool is not currently involved in any material legal proceedings. We
may from time to time become a party to various legal proceedings arising in the
ordinary course of our business.

Properties

Our Internet hosting and co-location servers are located at 1950 Stemmons
Freeway, Dallas Texas. Our lease is month to month at a monthly rate of $1,200
per month. We also have leased 1,350 square feet at 1401 Elm Street, Dallas,
Texas at a monthly rental of $1,635. We lease space at 439 West 125th Street in
the Harlem area of New York City at a monthly rate of $880 per month, for our
model CyberCenter. We are in the process of locating additional space for our
expanded operations. However, no definitive agreements have been executed.

34
<PAGE>

MANAGEMENT

Directors and executive officers

The following table sets forth information concerning our directors and
executive officers as of the date of this prospectus. Sir Brian Wolfson has
agreed to serve as a director of Urban Cool upon the completion of the offering.

Name Age Position
----- ---- --------

<S> <C> <C>
Jacob R. Miles, III* 45 Chairman, Chief Executive Officer and Director
Terrence B. Reddy 57 President, Chief Operating Officer and Director
Barry M. Levine 56 Secretary, Treasurer and Chief Financial Officer
Tony Winston 33 Vice President of Technology and Internet Services
Rosalind Bell 41 Director
Rex Cumming* 36 Director
Sir Brian Wolfson* 64 Director Nominee

</TABLE>

- ----------------------
* We intend to elect such individuals to the audit and compensation committees.

The following is a brief summary of the background of each executive
officer and director:

Jacob R. Miles, III, our founder, has been Chairman and Chief Executive
Officer since inception. From 1996 to 1998, Mr. Miles was President of Miles
Companies, an entertainment- and technology-focused consulting firm. From 1993
to 1996, he was Chairman and Chief Executive Officer of Cultural Exchange
Entertainment Corp., a developer and marketer of entertainment properties, toys
and electronic learning aids targeted at urban markets, which filed for
protection from its creditors under Chapter 7 of the Bankruptcy Code in United
States Bankruptcy Court for the Southern District of New York in January 1998
and was discharged in July 1998. Prior to 1993, Mr. Miles held engineering
operations and senior management positions with Tonka Corp. and General Mills
Toy Group. He received an engineering management certificate from Xavier
University in 1980. Mr. Miles is the husband of Rosalind Bell, a director of
ours.

Terrence B. Reddy became our President, Chief Operating Officer in
September 1999 and a director in November 1999. From 1993 to August 1999, he
served as President of TransMedia Resources, a media research company that
services the broadcasting industry in markets in the state of Texas. Prior to
1993, Mr. Reddy held sales and general manager positions with various television
and cable network companies.

Barry M. Levine became our Secretary, Treasurer and Chief Financial
Officer in November 1999. From October 1996 to August 1999, Mr. Levine was a
director and the President and Chief Executive Officer of Millennium Sports
Management, Inc., a publicly-traded stadium management company. From April 1996
through September 1996 Mr. Levine was unemployed. From December 1991 through
March 1996, Mr. Levine held various offices and was a director of Sports Heroes,
Inc., a publicly-traded sports memorabilia company. Mr. Levine resigned from
Sports Heroes in March 1996, and subsequently, in May 1996, Sports Heroes, Inc.
filed a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code; in October 1996, this case was converted to a proceeding
under Chapter 7 of the United States Bankruptcy Code. Mr. Levine is also a
certified public accountant. Mr. Levine received a B.B.A. in accounting from
Pace University in 1967.

Rosalind Bell became a director in November 1999. Ms. Bell has been Vice
President of Marketing for Optel, a telecommunications cable and Internet
company, from May 1999 to the present. From April 1998 to April 1999, Ms. Bell
was a Vice President of Marketing for the Don Pablo division of Avado
Corporation. From October 1997 to April 1998, she served as Vice
President-Marketing for Time Warner's Six Flags Amusement Parks. From 1994 to
1997, Ms. Bell was Group Marketing Director at Pillsbury Company. Ms. Bell
received a B.A. in Business from Washington University in 1980 and an M.B.A.
from Northwestern University in 1981. Ms. Bell is the wife of Mr. Miles, the
Chairman and Chief Executive Officer, and majority stockholder of Urban Cool.

35
<PAGE>

Rex Cumming became a director in November 1999. Mr. Cumming, a co-founder
of Worksoft Inc., an enterprise productivity solutions company that builds
software testing tools, has been Worksoft's Chief Financial Officer since 1998.
From 1994 to 1998, Mr. Cumming was a co-founder and director of Silicon Reef,
Inc., an Internet service company. From 1992 to the present, Mr. Cumming has
been the President of Hytec Data System, Inc., a consulting firm which provides
investment, development and financial advisory services to start-up companies.

Sir Brian Wolfson has agreed to become a director of ours upon completion
of the offering. Sir Brian served as Chairman of Wembley, PLC from 1986 to 1995.
Sir Brian is currently a director of Fruit of the Loom, Inc., Kepner-Tregoe,
Inc., Playboy Enterprises, Inc., Autotote Corporation, Inc., and Natural Health
Trends Corp. for which he presently serves as Chairman.

Tony Winston has been Vice President of Technology and Internet Services
since August 1999. From 1994 to 1999, Mr. Winston was the founder and President
of Software Developers and Systems Integrations, Inc., a technology and services
firm, implementing applications for telecommunications, and financial services
companies. Mr. Winston received a Bachelors Degree in Business, with a
concentration in Management Information Systems, from Boston University School
of Business in 1988.

Board composition

Upon the consummation of this offering our board of directors will consist
of five directors. At each annual meeting of our stockholders, all of our
directors are elected to serve from the time of election and qualification until
the next annual meeting following election. In addition, our bylaws provide that
the maximum authorized number of directors, which is currently five, may be
changed by resolution of the stockholders or by resolution of the board of
directors.

We have granted to Security Capital the right, for a period of five years
from the closing of this offering, to nominate a designee of Security Capital
for election to our board of directors. Security Capital has not indicated who
they intend to designate to our board. If Security Capital exercises its right
to nominate a designee to serve on our board of directors, then we will increase
the size of the board of directors. If in the future Security Capital elects not
to exercise this right, then Security Capital may designate one person to attend
meetings of our board of directors.

Each officer is elected by, and serves at the discretion of, our board of
directors. Each of our officers and directors, other than independent directors,
devotes his full time to our affairs. Our independent directors devote such time
to our affairs as is necessary to discharge their duties. There are no family
relationships among any of our directors, officers or key employees, except for
Mr. Miles and Ms. Bell, who are husband and wife.

Board committees

Prior to the completion of this offering, we intend to establish an audit
committee and a compensation committee and that Jacob R. Miles, III, Rex
Cumming, and Sir Brian Wolfson will be members of the audit committee and
compensation committee. The audit committee will make recommendations to the
board of directors regarding the independent auditors for us, approve the scope
of the annual audit activities of our independent auditors, review audit results
and will have general responsibility for all of our auditing related matters.
The compensation committee will review and recommend to the board of directors
the compensation structure of our officers and other management personnel,
including salary rates, participation in incentive compensation and benefit
plans, fringe benefits, non-cash perquisites and other forms of compensation. No
interlocking relationships exist between Urban Cool's board of directors or
compensation committee and the board of directors or compensation committee of
any other company, nor has any such interlocking relationship existed in the
past.

Directors' compensation

Independent directors will receive 5,000 shares of common stock and
options to purchase 10,000 shares of common stock at the initial public offering
price upon completion of the offering. Independent directors will also receive
an annual director's fee of $10,000. Employee directors will not receive
additional compensation for serving on the board of directors. All directors
will be reimbursed for out-of-pocket expenses incurred in attending meetings of
the board of directors and committee meetings.

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<PAGE>

Executive compensation

Summary Compensation Table

The following table provides a summary of cash and non-cash compensation
for the year ended December 31, 1998 with respect to the following officer of
Urban Cool:

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------- ----------------------
Awards
---------
Securities
Restricted Underlying
Other Annual Stock Options LTIP All Other
Name and Principal Positions Year Salary($) Bonus($) Compensation Award(s)($) SARs(#) Payouts($) Compensation
- ---------------------------- ---- ------------- ---------- ------------ ------------ ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jacob R. Miles, III 1998 0 0 0 0 0 0 0

</TABLE>

There were no option grants during 1998 for the officer listed in the Summary
Compensation Table. No options were exercised in 1998.

Employment agreements

Urban Cool has entered into a three-year employment agreement, commencing
as of July 1, 1999, with Jacob R. Miles, III, our Chairman, President and Chief
Executive Officer, which provides for an annual salary of $175,000. The
employment agreement provides that Mr. Miles is eligible to receive incentive
bonus compensation, at the discretion of the board of directors based on his
performance and contributions to our success. The employment agreement provides
for termination based on death, disability or voluntary resignation and for
severance payments upon termination in the event that he is terminated without
cause, as described in the agreement, or he terminates his employment for good
reason as described in the agreement, or in the event of a change in control of
Urban Cool as described in the agreement. If the employment agreement is
terminated without cause, as a result of a change of control, or terminated by
Mr. Miles for good reason the amount of the severance payment shall be equal to
three times the average annual compensation payable under the employment
agreement.

Urban Cool has entered into one-year employment agreements, effective upon
completion of the offering, with Barry M. Levine, our Chief Financial Officer,
and Terrence B. Reddy, our President and Chief Operating Officer, which each
provide for an annual salary of $125,000. In addition, we have entered into a
one-year employment agreement effective upon completion of the offering with
Tony Winston, our Vice President of Technology and Internet Services, which
provides for an annual salary of $100,000. Each employment agreement provides
that the executive is eligible to receive short-term incentive bonus
compensation at the discretion of the board of directors based on his
performance and contributions to our success. Each employment agreement provides
for termination based on death, disability or voluntary resignation and for
severance payments upon termination in the event that the executive is
terminated without cause, as described in the agreement, or he terminates his
employment for good reason as described in the agreement. In the event the
employment agreement is terminated other than for good cause by us, then the
executive shall receive severance payments equal to the compensation payable
through the balance of the term.

In November 1999, Stanley Wolfson entered into a three-year employment
agreement with e-commerce Solutions pursuant to which Mr. Wolfson shall receive
an annual salary of $175,000 plus an amount equal to 2% of the gross sales of
e-commerce Solutions. The agreement commences as of November 1, 1999. Mr.Wolfson
will be entitled to receive short term incentive bonus compensation at the
discretion of the board of directors based on his performance and contribution
to the company's success. The employment agreement provides for termination
based on death, disability or voluntary resignation and for severance payments
upon termination in the event that Mr. Wolfson is terminated without cause.

Consulting agreements

In November 1999 we entered into a consulting agreement with RMH
Consulting Corp., an affiliate of The Elite Funding Group, a lender to us and a
principal stockholder of ours, to provide us with consulting services, including
assisting us with implementation of our business plans and strategies. The
consulting agreement is for a period of two years commencing as of November 1,
1999 and requires us to pay the consultant a fee of $6,250 per month. Pursuant
to the consulting agreement, we have issued 150,000 shares of common stock to
the consultant and we will be required to issue additional shares of common
stock to the consultant if we commence an initial

37
<PAGE>

public offering at a price of $9.00 or less per share, so that the total number
of shares issued to the consultant will be equal to the number of shares which
could have been purchased in the initial public offering for $1,500,000. The
shares of common stock issued to the consultant are not subject to a lock-up
agreement.

In September 1999, we entered into a three-year consulting agreement with
Surrey Associates, Inc. and issued 200,000 shares of common stock to Surrey.
Pursuant to the consulting agreement, Surrey will assist us in developing a
marketing plan for the deployment of NetStand kiosks in shopping centers. In
September 1999, we entered into a three-year consulting agreement with Upway
Enterprises, Inc. and issued 150,000 shares of common stock to Upway. Pursuant
to the agreement, Upway will consult with us with regard to marketing and
mergers and acquisitions. In October 1999, we entered into a two-year consulting
agreement with Sea Breeze Associates, Inc., and issued 175,000 shares of common
stock to Sea Breeze. Pursuant to the agreement, Sea Breeze will consult with us
with regard to corporate development and mergers and acquisitions.

Stock option plan

In November 1999, we adopted the 1999 Stock Option Plan. The purpose of
the plan is to enable us to attract, retain and motivate key employees,
directors, and consultants, by providing them with stock options. Options
granted under the plan may be either incentive stock options, as defined in
Section 422A of the Internal Revenue Code of 1986, or non-qualified stock
options. We have reserved 500,000 shares of common stock for issuance under the
plan. As of the date of this prospectus, 255,750 options have been granted
pursuant to the plan.

Our board of directors will administer the plan. Our board has the power
to determine the terms of any options granted under the plan, including the
exercise price, the number of shares subject to the option, and conditions of
exercise. Options granted under the plan are generally not transferable, and
each option is generally exercisable during the lifetime of the holder only by
the holder. The exercise price of all incentive stock options granted under the
plan must be at least equal to the fair market value of the shares of common
stock on the date of the grant. With respect to any participant who owns stock
possessing more than 10% of the voting power of all classes of our stock, the
exercise price of any incentive stock option granted must be equal to at least
110% of the fair market value on the grant date. Our board of directors approves
the terms of each option. These terms are reflected in a written stock option
agreement.

The board of directors has the right to grant options pursuant to the plan
whereby the holder, under the conditions of exercise, may, in lieu of payment of
the exercise price in cash, surrender the option and receive a net amount of
shares. Such number of shares will be based upon the fair market value of Urban
Cool's common stock at the time of the exercise of the option, after deducting
the aggregate exercise price.

Executive stock option plan

In November 1999, we adopted the 1999 Executive Stock Option Plan. We have
reserved 500,000 shares of common stock for issuance under the plan. Pursuant to
the plan, we granted options to purchase an aggregate of 500,000 shares of
common stock to Jacob R. Miles, III, our Chairman and Chief Executive Officer.
Of these options, options to purchase 250,000 shares of common stock are
exercisable immediately at an exercise price equal to the initial public
offering price. The balance of these options are exercisable for a period of
five years from the date of grant at an exercise price equal to 110% of the
initial public offering price. Such options are exercisable only if Urban Cool
achieves the annual audited gross revenue as outlined in the table below and
will become exercisable immediately following the fiscal year indicated.

Years Ending Number of Options Exercisable Gross Revenue
------------ ------------------------------ -------------------
2001 125,000 $17,500,000
2002 125,000 $25,000,000

38
<PAGE>

These options have net exercise provisions under which Mr. Miles may, in
lieu of payment of the exercise price in cash, surrender the option and receive
a net amount of shares, based on the fair market value of Urban Cool's common
stock at the time of the exercise of the option, after deducting the aggregate
exercise price.

Limitations of liability and indemnification of directors and officers
Our certificate of incorporation, as amended, and bylaws, as amended,
limit the liability of directors and officers to the maximum extent permitted by
Delaware law. We will indemnify any person who was or is a party, or is
threatened to be made a party to, an action, suit or proceeding, whether civil,
criminal, administrative or investigative, if that person is or was a director,
officer, employee, consultant or agent of us or serves or served any other
enterprise at our request.

In addition, our certificate of incorporation provides that generally a
director shall not be personally liable to us or our stockholders for monetary
damages for breach of the director's fiduciary duty. However, in accordance with
Delaware law, a director will not be indemnified for a breach of its duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or a knowing violation or any transaction from which the director derived
improper personal benefit.

We intend to purchase and will maintain directors' and officers'
insurance, the amount of which has not yet been determined. This insurance will
insure directors against any liability arising out of the director's status as
our director, regardless of whether we have the power to indemnify the director
against the liability under applicable law.

The underwriting agreement also contains provisions whereby we agree to
indemnify the underwriters, each officer and director of the underwriters, and
each person who controls the underwriters within the meaning of Section 15 of
the Securities Act, against any losses, liabilities, claims or damages arising
out of alleged untrue statements or alleged omissions of material facts
contained in the registration statement or prospectus.

We have been advised that it is the position of the Commission that
insofar as the indemnification provisions referenced above may be invoked to
disclaim liability for damages arising under the Securities Act, these
provisions are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.

39
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth as of January 1, 2000, and as adjusted for
the 2,000,000 shares of our common stock offered by this prospectus, the number
and percentage of outstanding shares of common stock beneficially owned by:

o each person who we know beneficially owns more than 5% of the
outstanding shares of our common stock;

o each of our officers and directors; and

o all of our officers and directors as a group.

Except as otherwise noted, the persons named in this table, based upon
information provided by these persons, have sole voting and investment power
with respect to all shares of common stock beneficially owned by them. The
number of shares of common stock outstanding used in calculating the percentage
for each listed person includes the shares of common stock underlying options or
warrants held by such person that are exercisable within 60 days of January 1,
2000, but excludes shares of common stock underlying options or warrants held by
any other person. Unless otherwise indicated, the address of each beneficial
owner is c/o Urban Cool, 1401 Elm Street, Dallas, Texas 75202.
<TABLE>
<CAPTION>
Percentage of
Percentage of common
common stock stock
Name and address of Number of beneficially beneficially
beneficial owner shares owned owned
- ------------------- ------------- ---------------- --------------
<S> <C> <C> <C>

(Before Offering) (After Offering)
Jacob R. Miles, III 2,336,493(1) 60.2% 39.7%
Terrence B. Reddy -- * *
Rosalind Bell 2,336,493(2)(3) 60.2% 39.7%
Rex Cumming 5,000(3) * *
Sir Brian Wolfson 5,000(3) * *
The Elite Funding Group, Inc. 868,124(4) 20.0% 13.6%
Stanley Wolfson 200,000(5) 5.2% 3.4%
All executive officers and directors as a group
(7 persons) 2,446,493 61.5% 40.8%
</TABLE>
- --------------
(1) Includes (a) 20,608 shares of common stock owned by Rosalind Bell, Mr.
Miles' wife, at an exercise price equal to the initial public offering
price, (b) 5,000 shares of common stock issuable to Rosalind Bell upon the
consummation of this offering and (c) 250,000 shares of common stock
issuable upon the exercise of options that are currently exercisable at an
exercise price equal to the initial public offering price, but does not
include options to purchase 302,500 shares of common stock which are not
presently exerciseable.
(2) Includes 2,310,885 shares of common stock beneficially owned by Ms. Bell's
husband, Jacob R. Miles, III.
(3) Includes 5,000 shares of common stock issuable to independent directors
upon the consummation of this offering.
(4) Includes (a) warrants to purchase 718,124 shares of common stock connection
with a loan in an amount of up to $1,000,000 which are presently
exercisable, and (b) 150,000 shares of common stock owned by RMH Consulting
Corp., a consultant and an affiliate of The Elite Funding Group. Pursuant
to the consulting agreement, we are required to issue additional shares of
common stock in the event that the initial public offering price is less
than $9.00 per share.
(5) Includes warrants to purchase 200,000 shares of common stock, but does not
include warrants to purchase 800,000 shares of common stock which are not
presently exerciseable.
* Represents less than 1% of the applicable number of shares of common stock
outstanding.

40
<PAGE>

CERTAIN TRANSACTIONS

In November 1999, we entered into a consulting agreement with RMH
Consulting Corp., an affiliate of The Elite Funding Group, a lender to us and a
principal stockholder of ours, to provide us with consulting services, including
assisting us with implementation of our business plans and strategies. We
believe that the terms of the consulting agreement are on terms at least as
favorable as those that could have been obtained from an unrelated third party.
See "Management -- Consulting Agreements."

<PAGE>

DESCRIPTION OF SECURITIES

The following section should be read in conjunction with detailed
provisions of our certificate of incorporation and bylaws, copies of which have
been filed with our registration statement of which this prospectus forms a
part. Our capital stock is also governed by the provisions of applicable
Delaware law.

General

Our authorized capital stock consists of 30,000,000 shares of common
stock, $.01 par value and 3,000,000 shares of preferred stock, $.01 par value.
As of January 1, 2000, 3,630,000 shares of common stock were issued and
outstanding. As of the date of this prospectus, we have approximately 60 holders
of our common stock. No shares of preferred stock are outstanding.

Common stock

Each holder of common stock is entitled to one vote per share, either in
person or by proxy, on all matters that may be voted upon by the owners of our
shares at meetings of our stockholders. There is no provision for cumulative
voting with respect to the election of directors by the holders of common stock.
Therefore, the holders of more than 50% of our shares of outstanding common
stock can, if they choose to do so, elect all of our directors and approve
significant corporate transactions. In this event, the holders of the remaining
shares of common stock will not be able to elect any directors.

The holders of common stock:

o have equal rights to dividends from funds legally available therefor,
when and if declared by our board of directors;

o are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs; and

o do not have preemptive rights, conversion rights, or redemption of
sinking fund provisions.

The rights, preferences and privileges of the holders of common stock may
be adversely affected by the rights of the holders of shares of any series of
preferred stock that we designate in the future.

Preferred stock

The board of directors is authorized, without stockholder approval, from
time to time to issue up to an aggregate of 3,000,000 shares of preferred stock
in one or more series. The board of directors can fix the rights, preferences
and privileges of the shares of each series and any qualifications, limitations
or restrictions. Issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third-party to
acquire, or of discouraging a third-party from attempting to acquire a majority
of our outstanding voting stock.
We have no present plans to issue any shares of preferred stock.

Outstanding options and warrants

As of the date of this prospectus, up to 3,190,750 shares of common stock
are issuable pursuant to outstanding options and warrants. Of such options and
warrants, excluding the 200,000 shares of common stock reserved for issuance
upon the exercise of warrants granted to the representative:

o 1,375,000 shares of common stock are issuable at an exercise price
of $2.00 per share;

o 1,000,000 shares of common stock are issuable at an exercise price
of $1.00 per share;

o 310,000 shares of common stock are issuable at an exercise price of
equal to 110% of the initial public offering price; and

o 505,750 shares of common stock are issuable at an exercise price equal
to the initial public offering price per share.

These options and warrants generally have net exercise provisions under
which the holder may, in lieu of payment of the exercise price in cash,
surrender the option or warrant and receive a net amount of shares, based

42
<PAGE>

on the fair market value of Urban Cool's common stock at the time of the
exercise of the warrant, after deducting the aggregate exercise price. These
warrants expire on dates ranging from July 2004 to November 2009.

Representative's warrants

We have agreed to issue to Security Capital, the representative of the
underwriters, for a total of $20.00, warrants to purchase an aggregate of
200,000 shares of common stock exercisable for a period of four years commencing
one year after the effective date of the registration statement of which this
prospectus is a part, at a price equal to 120% of the initial public offering
price of the shares of common stock. The representative's warrants contain
anti-dilution provisions providing for automatic adjustments of the exercise
price and number of shares issuable on exercise price and number of shares
issuable on exercise of the representative's warrants upon the occurrence of
some events, including stock dividends, stock splits, mergers, acquisitions and
recapitalizations.

The representative's warrants contain demand and piggyback registration
rights relating to the issuance of 200,000 shares of common stock. For the life
of the representative's warrants, the representative will have the opportunity
to profit from a rise in the market price for the 200,000 shares of common
stock. The holders of the representative's warrants will have no voting,
dividend or other stockholder rights with respect to those warrants. The holders
of shares of common stock issued upon exercise of those warrants will have the
voting, dividend and other stockholder rights of holders of shares of common
stock. The representative's warrants are restricted from sale, transfer,
assignment or hypothecation for the one year period from the date of this
prospectus, except to officers or partners of the underwriters and members of
the selling group and/or their officers or partners.

Registration rights

In July through November, 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the amount of $10,000, 1,000
shares of common stock and warrants to purchase 5,000 shares of common stock.
These shares are included in this registration statement of which this
prospectus forms a part and are being offered by the selling stockholders under
an alternate prospectus. In addition, the holders of at least 50% of the shares
of common stock and the shares of common stock underlying the warrants issued in
the private financing have the right to demand the registration of their shares
on one occasion and such holders have "piggyback registration rights" commencing
12 months from the date of this prospectus.

We entered into a loan agreement with The Elite Funding Group, Inc. which
provides for a loan in an amount of up to $1,000,000 at an interest rate of 10%
per annum, payable monthly. In connection with the loan, we issued to the lender
common stock purchase warrants for the purchase of up to 750,000 shares of
common stock at an exercise price of $2.00 per share. We have granted
registration rights to the lender for the registration of the shares of common
stock underlying the warrants in this offering, including demand registration
rights, and certain additional "piggy-back" registration rights. The shares of
common stock underlying the lender's warrant are included in this registration
statement of which this prospectus forms a part and offered under an alternate
prospectus. We have granted similar registration rights to RMH Consulting Corp.,
a consultant who is an affiliate of the lender with respect to 150,000 shares of
common stock. The shares of common stock issued to RMH Consulting and the shares
of common stock underlying the warrant issued to The Elite Funding Group are not
subject to a lock-up agreement.

Security Capital and May Davis Group assisted us in procuring the
$1,000,000 loan from The Elite Funding Group and received warrants to purchase
40,000 shares of common stock and warrants to purchase 20,000 shares of common
stock, respectively. The shares of common stock underlying the these warrants
are included in this registration statement of which this prospectus forms a
part and are being offered under an alternate prospectus.

We have also agreed to register 75,000 shares of common stock in this
registration statement held by Sea Breeze Associates, a consultant. These shares
of common stock are included in this registration statement of which this
prospectus forms a part and offered under an alternate prospectus.

43
<PAGE>

Delaware law and certificate of incorporation and bylaw provisions

Urban Cool is subject to Section 203 of the Delaware General Corporation
Law regulating corporate takeovers. This section prevents Urban Cool from
engaging, under some circumstances, in a business combination, which includes a
merger or sale of more than 10% of its assets, with any interested stockholder,
defined as a stockholder who owns 15% or more of its outstanding voting stock,
as well as affiliates and associates of any such persons, for three years
following the date such stockholder became an interested stockholder unless:

o the transaction in which the stockholder became an interested
stockholder is approved by the board of directors prior to the date the
interested stockholder attained that status;

o upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of Urban Cool's voting stock outstanding at the time the
transaction commenced, excluding shares owned by persons who are
directors or officers and shares owned by employee stock plans; or

o the business combination is approved by the board of directors and
authorized by the affirmative vote of at least two-thirds of the
outstanding voting stock not owned by the interested stockholder.

Some of the provision of our certificate of incorporation and bylaws could
discourage, delay or prevent an acquisition of Urban Cool at a premium price.
Our bylaws provide that any vacancy on the board of directors may be filled by a
majority of the directors then in office. Our bylaws provide that special
meetings of stockholders may be called only by a majority of the directors of
our board or the President or by at least 25% of the holders of shares of common
stock.

In addition, the certificate of incorporation also authorizes the board of
directors to issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control of Urban Cool.

Transfer agent

We intend to appoint Continental Stock Transfer & Trust Company as the
transfer agent and registrar for our shares of common stock.

44
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market,
or the availability of shares for sale, could adversely affect the prevailing
market price of our common stock and our ability to raise capital through an
offering of equity securities.

Upon completion of this offering, we will have 5,645,000 shares of common
stock outstanding, assuming no exercise of outstanding options or warrants or
the underwriters' over-allotment option. After the offering, the 2,000,000
shares sold in this offering will be immediately tradeable without restriction
under the Securities Act, except for any shares purchased by an "affiliate" of
ours, as that term is defined in the Securities Act. Affiliates will be subject
to the resale limitations of Rule 144 under the Securities Act. The 1,665,000
shares of common stock which are being offered by selling stockholders pursuant
to an alternate prospectus will be freely transferable subject to the lock-up
agreements described below.

We issued the remaining 3,645,000 shares of common stock in private
transactions in reliance upon one or more exemptions contained in the Securities
Act. These shares will be deemed "restricted securities" as defined in Rule 144.
Of these restricted securities 2,121,475 shares have been held for more than one
year as of the date of this prospectus. Therefore, 2,121,475 of these shares
will be eligible for public sale beginning 90 days after the date of this
prospectus in accordance with the requirements of Rule 144, subject to the
lock-up agreements described below.

In general, under Rule 144, a stockholder, or stockholder whose shares are
aggregated, who has beneficially owned "restricted securities" for at least one
year will be entitled to sell an amount of shares within any three month period
equal to the greater of:

o 1% of the then outstanding shares of common stock; or

o the average weekly trading volume in the common stock during the four
calendar weeks immediately preceding the date on which notice of the
sale is filed with the Commission, provided certain requirements are
satisfied.

In addition, our affiliates must comply with additional requirements of
Rule 144 in order to sell shares of common stock, including shares acquired by
affiliates in this offering. Under Rule 144, a stockholder who had not been our
affiliate at any time during the 90 days preceding a sale by him, would be
entitled to sell those shares without regard to the Rule 144 requirements if he
owned the restricted shares of common stock for a period of at least two years.
The foregoing summary of Rule 144 is not a complete description. Non-affiliates
may resell our securities issued under Rule 701 in reliance upon Rule 144
without having to comply with Rule 144's public information holding, volume and
notice requirements

45
<PAGE>

PLAN OF DISTRIBUTION

The underwriters named below, for whom Security Capital Trading, Inc. is
acting as representative, have severally agreed, subject to the terms and
conditions contained in the underwriting agreement, to purchase from us, and we
have agreed to sell to the underwriters on a firm commitment basis, the
respective number of shares of common stock set forth opposite their names:

Number of
Underwriters Shares
---------- --------
Security Capital Trading, Inc. .................
Total ........................................ 2,000,000

The underwriters are committed to purchase all the securities offered by
this prospectus, if any of the securities are purchased. The underwriting
agreement provides that the obligations of the several underwriters are subject
to the conditions specified in the underwriting agreement.

The representative has advised us that it initially proposes to offer the
common stock to the public at the public offering price set forth on the cover
page of this prospectus, and to certain dealer concessions not in excess of
$____ per share of common stock. The dealers may reallow a concession not in
excess of $____ per share of common stock to other dealers. After completion of
the offering, the public offering price, concessions and reallowances may be
changed by the representative. The representative has informed us that it does
not expect sales to discretionary accounts by the representative to exceed five
percent of the shares of common stock offered by us in this prospectus.

We have granted to the underwriters an over-allotment option, exercisable
during the 45-day period from the date of this prospectus, to purchase from us
up to an additional 300,000 shares of common stock at the initial public
offering price, less underwriting discounts and the non-accountable expense
allowance. This option may be exercised only for the purpose of covering
over-allotments, if any, incurred in the sale of the shares of common stock. To
the extent this option is exercised in whole or in part, each underwriter will
have a firm commitment, subject to some conditions, to purchase the number of
the additional shares of common stock proportionate to its initial commitment.

We have agreed to pay to the representative a non-accountable expense
allowance equal to three percent of the gross proceeds derived from the sale of
the shares of common stock underwritten, of which $70,000 has been paid to date.
We have agreed to indemnify the underwriters against some liabilities, including
liabilities under the Securities Act arising out of alleged untrue statements or
alleged omissions of material facts contained in the registration statement or
prospectus. We have also agreed to pay all expenses in connection with
qualifying the securities under the laws of those states the underwriter may
designate, including fees and expenses of counsel retained for such purposes by
the representative and the costs and disbursements in connection with qualifying
the offering with the National Association of Securities Dealers, Inc.

Except for RMH Consulting Corp., a consultant and an affiliate of The
Elite Funding Group, and The Elite Funding Group, our lender and a principal
stockholder of ours, and their assignees, who will hold up to 150,000 shares of
common stock and warrants to purchase up to 750,000 shares of common stock,
respectively, all of our stockholders, our warrant holders and our officers and
directors, have agreed to not directly or indirectly, offer, sell, pledge, grant
any option to purchase, or otherwise sell or dispose of any of our shares for a
period of at least 13 months after the offering without the prior written
consent of Security Capital. However, Security Capital has agreed to release the
lock-up after six months with respect to 105,000 shares of common stock and
525,000 shares of common stock underlying certain warrants issued in connection
with a private financing transaction in July through November, 1999, if Security
Capital has not agreed otherwise with The American Stock Exchange or any other
national securities exchange. An appropriate legend shall be placed on the
certificates representing the securities. Except for the release of the lock-up
after six months with respect to 105,000 shares of common stock and 525,000
shares of common stock issued in a private financing transaction, the
representative has no general policy with respect to the release of shares prior
to the expiration of the lock-up period and has no present intention to waive or
modify any of these restrictions on the sale of our securities.

46
<PAGE>

Security Capital acted as the placement agent for the private financing in
July through November, 1999. We paid Security Capital a fee of $105,000, which
was equal to 10% of the aggregate purchase price of the units sold, a portion of
which was reallowed to a sub-placement agent, May Davis Group, and a
non-accountable expense allowance of $31,500, which was equal to 3% of the
aggregate purchase price of the units sold.

Security Capital and May Davis Group also assisted us in procuring the
$1,000,000 loan with The Elite Funding Group, Inc. and received warrants to
purchase 40,000 shares of common stock and warrants to purchase 20,000 shares of
common stock at an exercise price equal to 110% of the initial public offering
price, respectively.

In connection with this offering, we have agreed to sell to the
representative, and/or its designees, for nominal consideration, five-year
representative's warrants to purchase up to 200,000 shares of our common stock.
The representative's warrants are initially exercisable at any time during a
period of four years beginning one year from the date of the prospectus at a
price equal to 120% of the initial public offering price per share. The shares
of common stock underlying the warrants are identical to those offered to the
public. The representative's warrants provide for adjustment in the number of
securities issuable upon their exercise as a result of certain subdivisions and
combinations of the common stock. The representative's warrants grant to the
holders rights of registration for the securities issuable upon exercise of the
warrants. In addition, the representative's warrants may not be sold,
transferred, assigned, hypothecated or otherwise disposed of, in whole or in
part, for a period of one year from the date of the prospectus, except to
officers of the representative.

We have also granted to the representative, the right, for a period of
five years from the closing of the offering, to nominate a designee of the
representative for election to our board of directors. Our officers, directors
and principal stockholders have agreed to vote their shares in favor of this
designee.

In connection with this offering, certain underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the securities. The
transactions may include stabilization transactions effected in accordance with
Rule 104 of Regulation M, pursuant to which the persons may bid for or purchase
our common stock for the purpose of stabilizing their respective market prices.

The underwriters also may create a short position for the account of the
underwriters by selling more shares of common stock in connection with the
offering than they are committed to purchase from us. In that case they may
purchase shares of common stock in the open market following completion of the
offering to cover all or a portion of the short position. The underwriters may
also cover all or a portion of the short position, up to 300,000 shares of
common stock, by exercising the over-allotment option referred to above. In
addition, the representative may impose "penalty bids" under contractual
arrangements with the underwriters whereby it may reclaim from an underwriter,
or dealer participating in the offering, for the account of other underwriters,
the selling concession with respect to the shares of common stock that are
distributed in the offering but subsequently purchased for the account of the
underwriters in the open market. Any of the transactions described in this
paragraph may result in the maintenance of the prices of the shares of common
stock at a level above that which might otherwise prevail in the open market.
None of the transactions described in this paragraph is required, and, if they
are undertaken, they may be discontinued at any time.

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price of the common stock has
been determined by negotiation between us and the representative and does not
necessarily bear any relationship to our asset value, net worth or other
established criteria of value. The factors considered in these negotiations, in
addition to prevailing market conditions, included the history of and prospects
for the industry in which we compete, an assessment of our management, our
prospects, our capital structure and other factors as were deemed relevant.

The foregoing is a summary of the principal terms of the agreements
described above. Reference is made to a copy of each agreement that is filed as
an exhibit to the registration statement of which this prospectus is a part.

47
<PAGE>

LEGAL MATTERS

The validity of the common stock being offered in this prospectus will be
passed upon for us by Silverman, Collura & Chernis, P.C., New York, New York.
Orrick, Herrington & Sutcliffe LLP, New York, New York is acting as counsel for
the underwriters in connection with this offering.

EXPERTS

The financial statements of Urban Cool as of December 31, 1998 and for the
period January 23, 1998 through December 31, 1998, appearing in this prospectus
and registration statement have been audited by Richard A. Eisner & Company,
LLP, independent auditors, as set forth in their report thereon which contains
an explanatory paragraph with respect to the substantial doubt about our ability
to continue as a going concern, as discussed in Note A to the Financial
Statements appearing in the registration statement, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

HOW TO GET MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which forms a part of the
registration statement, does not contain all the information set forth in the
registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the to the exhibits for a
complete statement of their terms and conditions. The registration statement and
other information may be read and copied at the Commission's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

Upon effectiveness of the registration statement, we will be subject to
the reporting and other requirements of the Securities Exchange Act of 1934 and
we intend to furnish our stockholders annual reports containing financial
statements audited by our independent auditors and to make available quarterly
reports containing unaudited financial statements for each of the first three
quarters of each year.

We have applied for the listing of our common stock on The American
Stock Exchange under the symbol "UBN." After this offering is effective, you may
obtain certain information about us on The American Stock Exchange's Internet
site (http://www.Nasdaq-Amex.com).

48
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Contents

Page

Financial Statements

Independent auditor's report F-2

Balance sheets as of December 31, 1998 and September 30, 1999 (unaudited) F-3

Statements of operations for the period from January 23, 1998 (inception)
through December 31, 1998 and the nine month period ended September 30,
1999 (unaudited) and for the periods from January 23, 1998 (inception)
through September 30, 1998 and 1999 (unaudited) F-4

Statements of changes in capital deficiency for the period from January 23,
1998 (inception) through December 31, 1998 and the nine month period
ended September 30, 1999 (unaudited) F-5

Statements of cash flows for the period from January 23, 1998 (inception)
through December 31, 1998, the nine month period ended September 30, 1999
(unaudited) and for the periods from January 23, 1998 (inception) through
September 30, 1998 and 1999 (unaudited) F-6

Notes to financial statements F-7

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Urban Cool Network, Inc.
Dallas, Texas

We have audited the accompanying balance sheet of Urban Cool Network, Inc.
(a development stage company) as of December 31, 1998 and the related statements
of operations, changes in capital deficiency and cash flows for the period from
January 23, 1998 (inception) through December 31, 1998. 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 enumerated above present fairly,
in all material respects, the financial position of Urban Cool Network, Inc. as
of December 31, 1998 and the results of its operations and its cash flows for
the period from January 23, 1998 (inception) through December 31, 1998, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has experienced net losses, has a working
capital deficiency, and a capital deficiency that raises substantial doubt about
the ability of the Company to continue as a going concern. Management's plans in
regard to these matters are also described in Note A. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

RICHARD A. EISNER & COMPANY, LLP

New York, New York
November 23, 1999

F-2
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Balance Sheets

<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS (NOTE I)
Current assets:
Cash ................................................................... $ 2,000
Other current assets ................................................... $ 2,000
----------- -----------
Total current assets ................................................. 2,000 2,000
----------- -----------
Computer equipment and software ........................................... 23,000 23,000
Website development costs ................................................. 63,000 63,000
----------- -----------
86,000 86,000
Less accumulated depreciation ............................................. (28,000)
----------- -----------
58,000 86,000
----------- -----------
Debt issuance costs, net .................................................. 118,000
Deferred offering costs ................................................... 70,000
Other assets .............................................................. 3,000
----------- -----------
$ 251,000 $ 88,000
=========== ===========

Current liabilities:
Bank overdraft ......................................................... $ 49,000
Note Payable ........................................................... 400,000
Accounts payable and accrued expenses .................................. 187,000 $ 209,000
Payable to officer/stockholder ......................................... 142,000 13,000
----------- -----------
Total current liabilities ............................................ 778,000 222,000
Notes payable (face value-- $350,000 in 1999)
----------- -----------
778,000 222,000
----------- -----------
Commitments and other matters

CAPITAL DEFICIENCY
Preferred stock -- authorized 3,000,000 shares, $.01 par value;
none outstanding
Common stock -- authorized 30,000,000 shares, $.01 par value; 3,235,000 and
2,121,475 shares outstanding at September 30, 1999
and December 31, 1998, respectively .................................... 32,000 21,000
Additional paid-in capital ................................................ 5,638,000 173,000
Unearned compensation ..................................................... (3,500,000)
Deficit accumulated during the development stage .......................... (1,415,000) (328,000)
Unamortized debt discount in excess of notes payable ...................... (1,282,000)
----------- -----------
(527,000) (134,000)
----------- -----------
$ 251,000 $ 88,000
=========== ===========
</TABLE>

See notes to financial statements

F-3
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Statements of Operations

<TABLE>
<CAPTION>
Period From Period From Period From
January 23, January 23, January 23,
1998 1998 1998
Nine Months (Inception) (Inception) (Inception)
Ended Through Through Through
September 30, September 30, December 31, September 30,
1999 1998 1998 1999
------------ ------------ ------------ ------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues -- -- -- --
---------- ----------- ----------- ------------
Costs and expenses:
Content costs for website .......................... $ 409,000 $ $ 130,000 $ 539,000
General and administrative ......................... 492,000 153,000 198,000 690,000
----------- ----------- ----------- -----------
Operating loss ..................................... (901,000) (153,000) (328,000) (1,229,000)
Interest and related costs ......................... 186,000 186,000
----------- ----------- ----------- -----------
Loss before income tax benefit ..................... (1,087,000) (153,000) (328,000) (1,415,000)
Income tax benefit ................................. -- -- -- --
----------- ----------- ----------- -----------
Net loss/comprehensive loss ........................ $(1,087,000) $ (153,000) $ (328,000) $(1,415,000)
=========== =========== =========== ===========
Loss per share-- basic and diluted ................. $ (0.41) (0.07) $ (0.16)
=========== =========== ===========
Weighted average number of shares
outstanding-- basic and diluted .................. 2,659,082 2,060,885 2,066,082
=========== =========== ===========
</TABLE>

See notes to financial statements

F-4
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Statements of Changes in Capital Deficiency

<TABLE>
<CAPTION>
Unamortized
Deficit Debt
Accumulated Discount
Common Stock Additional During the in Excess
------------------ Paid-in Unearned Development of Notes
Shares Amount Capital Compensation Stage Payable Total
--------- -------- ---------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shares issued to
founder ........................... 2,060,885 $20,00 $ (15,000) $ 5,000

Issuance of common
stock for cash
($.23 per share)
-- November ..................... 13,602 3,000 3,000
-- December ..................... 30,501 1,000 6,000 7,000

Issuance of common
stock for consulting
services-- November ............... 16,487 4,000 4,000

Value of services
contributed by an
officer/ stockholder .............. 175,000 175,000

Net loss/comprehensive
loss for the period from
January 23, 1998
(inception) through
December 31, 1998 ................. $ (328,000) (328,000)
--------- ------ ----------- ----------- ----------- ----------- ----------
Balance --
December 31, 1998 ................. 2,121,475 21,000 173,000 (328,000) (134,000)

Issuance of common
stock for cash
($.24 per share)
-- March ........................ 637,844 6,000 149,000 155,000
-- June ......................... 8,245 2,000 2,000
-- July ......................... 82,436 1,000 19,000 20,000

Issuance of common
stock and warrants
in private placement .............. 35,000 1,799,000 1,799,000

Issuance of common
stock for consulting
services -- September ............. 350,000 4,000 3,496,000 $(3,500,000) --

Unamortized debt
discount in excess
of notes payable .................. (1,449,000) (1,449,000)

Amortization of debt discount ....... 167,000 167,000

Net loss/comprehensive
loss for the nine
month period ended
September 30, 1999 ................ (1,087,000) (1,087,000)
--------- ------ ----------- ----------- ----------- ----------- ----------
Balance --
September 30, 1999
(unaudited) ....................... 3,235,000 $32,00 $ 5,638,000 $(3,500,000) $(1,415,000) $(1,282,000) $ (527,000)
========= ====== =========== =========== =========== =========== ==========
</TABLE>

See notes to financial statements

F-5
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)
Statements of Cash Flows
<TABLE>
<CAPTION>

Period From Period From Period From
January 23, January 23, January 23,
1998 1998 1998
Nine Months (Inception) (Inception) (Inception)
Ended Through Through Through
September 30, September 30, December 31, September 30,
1999 1998 1998 1999
------------ ------------- ------------- -------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss ................................................. $(1,087,000) $ (153,000) $ (328,000) $(1,415,000)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Value of services contributed by an officer/
stockholder charged as compensation and
treated as additional paid-in capital .............. 131,000 175,000 175,000
Depreciation and amortization ........................ 28,000 28,000
Issuance of stock for services rendered .............. 4,000 4,000
Amortization of debt discount and
issuance costs .................................. 179,000 179,000
Accrued interest ..................................... 7,000 7,000
Accrued salary to officer/stockholder ................ 131,000 131,000
Changes in:
Accounts payable and accrued
expenses ......................................... 371,000 18,000 209,000 580,000
Other assets ......................................... (5,000) (5,000)
----------- ----------- ----------- -----------
Net cash (used in) provided by
operating activities ........................... (376,000) (4,000) 60,000 (316,000)
----------- ----------- ----------- -----------
Cash flows from investing activities:
Purchase of computer equipment and
software ............................................... (23,000) (23,000)
Costs of developing website and related
software ............................................... (5,000) (63,000) (63,000)
----------- ----------- ----------- -----------
Net cash used in investing
activities ..................................... (5,000) (86,000) (86,000)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Bank overdraft ........................................... 49,000 49,000
Proceeds from sale of common stock ....................... 177,000 15,000 192,000
Loan proceeds from officer/stockholder ................... (2,000) 9,000 13,000 11,000
Proceeds from private placement, net ..................... 220,000 220,000
Financing costs .......................................... (70,000) (70,000)
----------- ----------- ----------- -----------
Net cash provided by financing
activities ..................................... 374,000 9,000 28,000 402,000
----------- ----------- ----------- -----------
Net (decrease) increase in cash ............................ (2,000) -- 2,000 --
Cash at beginning of period ................................ 2,000 --
----------- ----------- ----------- -----------
Cash at end of period ...................................... $ -- $ -- $ 2,000 $ --
=========== =========== =========== ===========
Supplemental disclosures of cash investing
and financing activity:
Note payable issued to vendor for accounts
payable ................................................ $ 400,000 $ 400,000
Value of common stock and warrants issued
in private placement ................................... $ 1,799,000 $ 1,799,000
Value of common stock for consulting
services ............................................... $ 3,500,000 $ 3,500,000

</TABLE>

See notes to financial statements

F-6

<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Notes to Financial Statements
December 31, 1998
(Unaudited with respect to September 30, 1999 and September 30, 1998)

NOTE A - THE COMPANY AND BASIS OF PRESENTATION

Urban Cool Network, Inc. (the "Company") was incorporated in Delaware in
January 1998. The Company operates an online network that became operational in
January 1999, and provides a forum for communications, information and
electronic commerce. The online network has 15 channels with original content
and includes a search engine for users. The Company intends to derive its
revenue primarily from sponsorship and advertising. The Company has not yet
generated any revenue. Through September 30, 1999, the Company is in the
development stage.

The Company's primary market is residents of inner city or urban areas.
The Company's strategy is to utilize its online network to reach its target
market of urban consumers and businesses that market their products to urban
consumers. The Company intends to utilize NetStands, which are PC-based kiosks,
which will be located throughout selected inner cities. The Company also intends
to license Cyber Centers which are central meeting areas that will contain
between ten and twenty computers, to urban nonprofit organizations.

As reflected in the accompanying financial statements, the Company has not
generated any revenues, has incurred substantial losses since inception and such
losses are expected to continue in the near future. As of December 31, 1998, the
Company had a working capital deficiency of $220,000 and a capital deficiency of
$134,000. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The Company's continued existence is dependent on
its ability to obtain additional debt or equity financing. The Company is
attempting to raise additional financing through a proposed public offering.
(See Note F)

There is no assurance that the proposed financing can be accomplished or
that profitable operations can be achieved. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

[1] PURCHASED COMPUTER EQUIPMENT AND SOFTWARE:

Computer equipment and software are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over
their estimated useful lives of the assets which range from three to five
years.

[2] WEB SITE DEVELOPMENT COSTS:

In accordance with Statement of Position 98-1, costs of designing, software
configuration, coding, installation to hardware and testing expenses
incurred during application development stage activities are capitalized.
Costs incurred during the preliminary software project stage activities and
post-implementation/operation stage activities are expensed. The capitalized
costs will be amortized using the straight-line method over an estimated
useful life of two years beginning when the web site is ready for its
intended use.

[3] INCOME TAXES:

The Company accounts for income taxes using the liability method. Deferred
income taxes are measured by applying enacted statutory rates to net
operating loss carryforwards and to the differences between the financial
reporting and tax bases of assets and liabilities. Deferred tax assets are
reduced, if necessary, by a valuation allowance for any tax benefits which
are not expected to be realized.

F-7
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Notes to Financial Statements
December 31, 1998
(Unaudited with respect to September 30, 1999 and September 30, 1998)

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[4] 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.

[5] LOSS PER COMMON SHARE:

Basic loss per share is calculated by dividing net loss by the weighted
average number of outstanding common shares during the period. No effect has
been given to potential issuances of common stock including outstanding
options and warrants in the diluted computation as their effect would be
antidilutive.

The supplemental basic and diluted loss per share for the nine months ended
September 30, 1999 would have been $(.40) giving effect to 40,500 shares
that would need to be issued to raise the net proceeds to repay the debt on
consummation of the proposed initial public offering.

[6] INTERIM FINANCIAL STATEMENTS:

The financial statements as of September 30, 1999 and for the nine-month
period ended September 30, 1999 and for the period from January 23, 1998
(inception) through September 30, 1998 and 1999 are unaudited, but in the
opinion of management the financial statements include all adjustments
consisting of normal recurring accruals necessary for a fair presentation of
the Company's financial position and results of operations. Results of
operations for interim periods are not necessarily indicative of those to be
achieved for full fiscal years.

[7] STOCK-BASED COMPENSATION:

The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"). The provisions
of SFAS No. 123 allow companies to either expense the estimated fair value
of stock options or to apply the intrinsic value method set forth in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25") but disclose the pro forma effects on net income
(loss) had the fair value of the options been expensed. The Company has
elected to apply APB 25 in accounting for its employee stock option
incentive plans.

NOTE C - COMMITMENTS AND OTHER MATTERS

[1] LEASES:

During 1999, the Company entered into operating lease agreements for a Cyber
Center Facility, and administrative offices expiring in March 2014 and March
2003, respectively. As of September 30, 1999, future monthly minimum rental
payments under these leases are as follows:

Year
Ending
September 30,
------------
2000 $ 34,000
2001 39,000
2002 42,000
2003 27,000
2004 12,000
2005 and Thereafter 136,000
--------
$290,000
========
Rent expense amounted to approximately $4,000 for the nine month period
ended September 30, 1999.

F-8
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Notes to Financial Statements
December 31, 1998
(Unaudited with respect to September 30, 1999 and September 30, 1998)

NOTE C - COMMITMENTS AND OTHER MATTERS (CONTINUED)

[2] EMPLOYMENT AGREEMENTS:

On July 1, 1999, the Company entered into a three-year employment agreement
with its Chief Executive Officer ("CEO") who is also a principal
stockholder. The agreement is automatically renewable on an annual basis for
an additional year unless terminated. The agreement provides for an annual
base salary of $175,000 and an incentive bonus and stock options to purchase
shares of common stock to be determined by the Board of Directors.

In November 1999, the Company entered into employment agreements commencing
on the consummation of the proposed public offering with its President and
Chief Operating Officer, Chief Financial Officer ("CFO") and Vice President
of Technology and Internet services ("VP"). The agreements are for a period
of one year. The agreements provide for a total annual base compensation
aggregating $350,000 plus incentive bonuses to be determined by the Board of
Directors. The officers received options to purchase an aggregate of 187,500
shares of common stock exerciseable at the proposed public offering price
expiring in November 2004. In addition, the VP received options to purchase
100,000 shares of common stock at an exercise price of $2.00 expiring
November 2004.

[3] CONSULTING AGREEMENTS:

In April 1999, the Company entered into an agreement with a marketing firm
whereby the Company has agreed to pay a fee based upon certain benchmarks
and to grant options to purchase 2,060 shares of restricted common stock
with the opening of each CyberCenter and 412 shares with the placement and
live operation of a cyber station in a single location at an exercise price
of $0.24 per share. The agreement is in effect until terminated by either
party for cause. In connection therewith the Company will record a charge
equal to the fair value of the option on the opening of each CyberCenter and
operation of each CyberStation.

In September 1999, the Company entered into two consulting agreements each
for a period of three years. In connection with these agreements, the
Company issued 150,000 and 200,000 shares of common stock which are valued
at $10.00 per share and will be amortized over a period of three years. The
consultants are to provide consulting services with respect to marketing and
mergers and acquisitions.

[4] Related party transactions:

The Company's CEO served without pay from inception through December 31,
1998. The Company, based on the employment agreement effective July 1, 1999,
valued such services at $175,000 per year. In this connection, the Company
recognized a compensation expense and a credit to paid-in capital.

At September 30, 1999 the Company has accrued salary of $131,000 to the
CEO/stockholder and the CEO has agreed to defer the payment of such salaries
until the consummation of a proposed public offering which results in a
gross proceeds of at least $10,000,000. In addition from inception through
September 30, 1999, the CEO paid certain expenses on behalf of the Company.
These amounts have been recorded as noninterest bearing loans with no fixed
date of repayment.

Subsequent to September 30, 1999, the Company received from the CEO the
right to the domain name "urban trends.com" for a nominal consideration.

NOTE D - CAPITAL DEFICIENCY

[1] STOCK SPLIT:

The Board of Directors approved a 8.24354 for one stock split effective in
July 1999. All information regarding shares of common stock have been
restated to give retroactive recognition to the stock split for all the
periods presented, including all references to number of shares and per
share amounts.

F-9

<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Notes to Financial Statements
December 31, 1998
(Unaudited with respect to September 30, 1999 and September 30, 1998)

NOTE D - CAPITAL DEFICIENCY (CONTINUED)

[2] STOCK OPTIONS:

In November 1999, the Board of Directors and the stockholders of the Company
approved a Stock Option Plan (the " 1999 Plan") which provides for the
granting of options to purchase up to 500,000 shares of common stock,
pursuant to which key employees, directors and consultants are eligible to
receive incentive and/or nonqualified stock options. The exercise period and
price of options granted under the 1999 Plan are determined by the Board of
Directors. The exercise price for incentive stock options must not be less
than the fair market value of the shares of common stock on the date of the
grant, except that the exercise price of options granted to a stockholder
owning more than 10% of the outstanding capital stock may not be less than
110% of the fair value of the common stock at date of grant.

In November 1999 and January 2000 the Company had granted 187,500 options to
purchase common shares to officers. (See Note C[2]). In December 1999 and
January 2000, the Company granted 68,250 options to purchase common shares
to various employees exercisable at the proposed public offering price.

In November 1999, the Board of Directors and stockholders approved the 1999
Executive Stock Option Plan (the "Executive Plan") which provides for the
granting of up to 500,000 options to purchase shares of common stock to the
CEO of the Company. The Company has granted the entire 500,000 options to
the CEO of the Company. Of these options, options to purchase 250,000 shares
of common shares of the Company are exercisable immediately at an exercise
price equal to the proposed public offering price. The balance of such
options are exercisable for a period of five years at an exercise price
equal to 110% of the proposed public offering price. Such options are
exercisable 125,000 options each, provided that in the year 2001 and 2002
gross sales revenue in each year reach $17,500,000 and $25,000,000,
respectively.

[3] WARRANTS:

In connection with certain units sold in a private placement (see Note E)
the Company has the following warrants outstanding at September 30, 1999:

Number
of Exercise Expiration
Shares Price Date
---------- ----------- -------------
162,500 $2.00 July, 2004
12,500 2.00 August, 2004
---------
175,000
=========

The above warrants are exercisable commencing January, 2000. In connection
with additional proceeds of bridge financing received in October and
November 1999, the Company issued additional warrants to purchase 350,000
shares of common stock at an exercise price of $2.00 per share expiring five
years from the issue date.

NOTE E - PRIVATE PLACEMENT

In July and September 1999, the Company sold 32.5 and 2.5 units,
respectively aggregating $350,000. Each unit consists of a $10,000 promissory
note, 1,000 shares of common stock and a warrant to purchase 5,000 shares of
common stock (see Note D[3]). The promissory notes bear interest at 10% per
annum and are due the earlier of 24 months from date of issuance or the closing
of the proposed initial public offering. The common stock and warrants have been
valued at $10.00 and $8.28, respectively, by using the proposed public offering
price and the application of the Black-Scholes model and will be accounted for
as debt discount which will be amortized over the life of the loan.

In October and November 1999, the Company sold an aggregate of 70 units on
the same terms as the units sold in July and September. These shares of common
stock and warrants have been valued at $10.00 and $8.28, respectively. Through
November 23, 1999 the Company incurred costs in connection with obtaining the
financing of approximately $232,000 which will be amortized over the life of the
loans. The effective interest rate on the notes is 300% excluding debt issuance
costs.

F-10
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Notes to Financial Statements
December 31, 1998
(Unaudited with respect to September 30, 1999 and September 30, 1998)

NOTE F - PROPOSED PUBLIC OFFERING

The Company signed a letter of intent with an underwriter with respect to a
proposed public offering of shares of common stock. There is no assurance that
such offering will be consummated. The Company anticipates incurring substantial
expenses in connection with the proposed public offering which, if the offering
is not consummated, will be charged to expense. Upon consummation of the public
offering independent directors are to receive an aggregate of 15,000 shares of
common stock of the Company and five-year options to purchase an aggregate of
30,000 shares of common stock at the proposed public offering price.

NOTE G - INCOME TAXES

At September 30, 1999, the Company had available federal net operating loss
carryforward to reduce future taxable income of approximately $944,000. The net
operating loss carryforwards expire in 2019. The Company's ability to utilize
its net operating loss carryforwards may be subject to annual limitations
pursuant to Section 382 of the Internal Revenue Code if future changes in
ownership occur.

At December 31, 1998 and September 30, 1999, the Company has a deferred tax
asset of approximately $83,000 and $391,000, respectively, representing the
benefits of its net operating loss carryforwards and certain start up costs
capitalized for tax purposes. The Company has not recorded a benefit from its
net operating loss carryforward because realization of the benefit is uncertain
and therefore a valuation allowance has been fully provided against the deferred
tax asset. The difference between the statutory rate of 34% and the Company's
effective tax rate of 0% is due to an increase in the valuation allowance of
$83,000 and $308,000 in 1998 and 1999, respectively.

NOTE H - NOTE PAYABLE

In
November 1999, the Company issued a note payable for $400,000 to its website
developer for accounts payable. The note bears interest at 18% per annum,
payable in monthly installments of $25,000 beginning December 1, 1999, with the
outstanding balance due at the earlier of a public offering of the Company's
securities resulting in gross proceeds of at least $10,000,000 or June 1, 2000.
The Company failed to make monthly payments due on December 1, 1999 and January
1, 2000.

NOTE I - SUBSEQUENT EVENTS

In October 1999, the Company issued 175,000 shares of common stock to a
consultant to provide corporate development consulting services over a period of
two years which the company valued at $10.00 per share.

In November 1999, the Company entered into a loan agreement with a lender
pursuant to which the lender has agreed to loan advances up to $1,000,000. The
loan matures on the earlier of consummation of the proposed public offering or
April 14, 2000 and bears interest at 10% per annum. In connection with the loan
agreement the Company issued to the lender warrants to purchase 750,000 shares
of common stock at an exercise price of $2.00 per share which has been valued at
$8.77 per warrant by application of the Black-Scholes model and will be treated
as debt discount and amortized over the term of the loan. The warrants are
exercisable by the lender at any time for a period of ten years. The loan is
secured by all of the assets of the Company, including intangibles, intellectual
property and internet websites. Through January 2000, the Company drew down
$650,000 under the loan agreement.

In November 1999, the Company entered into a consulting agreement with an
affiliate of the lender to implement its business plans and strategies for a
period of two years with a right to terminate by either party upon written
notice as of the end of the first year. Under the agreement, the Company will
pay a fee of $6,250 per month and the consultant is to receive 150,000 shares of
common stock valued at $10.00 per share. The consultant will receive additional
shares if the offering price in the contemplated public offering is $9.00 or
less. Except for the breach of this agreement, beginning December 27, 1999 and
each of the following three months the Company has a noncumulative right to
repurchase an aggregate of 60,000 shares in four equal monthly installments of
15,000 shares of common stock for an aggregate purchase price of $8,000. In
January 2000, the Company waived its rights to repurchase shares of common stock
under the agreement.

F-11
<PAGE>

URBAN COOL NETWORK, INC.
(a development stage company)

Notes to Financial Statements
December 31, 1998
(Unaudited with respect to September 30, 1999 and September 30, 1998)

NOTE I - SUBSEQUENT EVENTS (continued)

In connection with the loan agreement, the company issued warrants to
purchase 40,000 and 20,000 shares of common stock at an exercise price equal to
110% of the initial public offering price each expiring in 2004 to brokerage
firms.

In November 1999, the Company entered into a shareholders' agreement with
e-commerce Solutions, Inc., ("ESI"), a corporation formed in November 1999 and
Stanley Wolfson ("SW") to acquire 66 2/3% of the common stock of ESI. SW
contributed certain intellectual property in exchange for his ownership in ESI.
ESI had no material operating activities and has had no other assets and
liabilities since inception. The intellectual property represents a computer
software platform engine in development that will attempt to create an ability
to mass produce e-commerce websites, manage and administer said sites. Under the
agreements the Company has granted warrants to SW for purchase of up to
1,000,000 shares of common stock at an exercise price of $1.00 per share
expiring on the fifth anniversary of the date of issuance. The warrants to
purchase 200,000 shares of common stock were exerciseable immediately and the
balance of 800,000 warrants become exercisable upon ESI achieving certain gross
sales within 24 months of a capital contribution by the Company aggregating
$3,000,000. The Company accounted for this asset purchase at the fair value of
the warrants immediately exerciseable equal to $1,800,000. Such fair value is to
be amortized over three years. The Company will record an additional charge
based on the fair value of the warrants upon achieving the sales targets. The
Company has agreed to contribute $2,950,000 to ESI upon the completion of the
proposed public offering.

ESI also entered into an employment agreement with SW for a period of three
years commencing November 1, 1999 an annual salary of $175,000 per year and plus
an amount equal to 2% of the gross sales of ESI.

In January 2000, the Company entered into an agreement with a software
provider, for a period of one year. Under the agreement, the Company has agreed
to pay an aggregate of $437,000.

F-12
<PAGE>

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current only as of the date of this prospectus.

Urban Cool Network, Inc.

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

2,000,000 Shares of Common Stock

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

, 2000

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

Security Capital Trading, Inc.

Until , 2000 (25 days after the date of this prospectus), all dealers that
buy, sell or trade these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2000

Urban Cool Network, Inc.

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

1,665,000 Shares of Common Stock

Selling stockholders may sell the shares of common stock using this
prospectus.

Using an alternate prospectus, Urban Cool is also offering 2,000,000
shares of common stock plus up to an additional 300,000 shares of common stock
to cover over-allotments, if any, in an underwritten public offering.

No public market currently exists for the common stock. We anticipate that
the initial public offering price of the underwritten public offering will be
between $9.00 and $11.00 per share. We have applied to list the common stock on
The American Stock Exchange under the symbol "UBN."

Before buying the Shares, carefully read this prospectus, especially the
risk factors beginning on page _. The purchase of our securities involves a high
degree of risk.

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

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

The date of this prospectus is , 2000.

<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

TABLE OF CONTENTS
PROSPECTUS SUMMARY ....................................................

RISK FACTORS ..........................................................

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................

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

DIVIDEND POLICY .......................................................

DILUTION ..............................................................

PRIVATE FINANCINGS ....................................................

CAPITALIZATION ........................................................

SELECTED FINANCIAL DATA ...............................................

PLAN OF OPERATION .....................................................

BUSINESS ..............................................................

MANAGEMENT ............................................................

PRINCIPAL STOCKHOLDERS ................................................

CERTAIN TRANSACTIONS ..................................................

DESCRIPTION OF SECURITIES .............................................

SHARES ELIGIBLE FOR FUTURE SALE .......................................

PLAN OF DISTRIBUTION ..................................................

LEGAL MATTERS .........................................................

EXPERTS ...............................................................

HOW TO GET MORE INFORMATION ...........................................

Financial Statements .................................................. F-1

2
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

The Offering

Securities offered........................ This prospectus relates to the
offering of 1,665,000 shares of
common stock which are being offered
for sale by selling stockholders
including 1,335,000 shares of common
stock which we will issue to them if
they exercise the warrants currently
held by them. See "Description of
Securities" and "Selling
Stockholders and Plan of
Distribution."

Common stock outstanding
after the offering........................ 5,645,000 shares; assumes that the
shares of common stock registered
under the concurrent underwritten
public offering have been sold by
Urban Cool; excludes outstanding
options and warrants, and the
underwriters' over-allotment option.

Proceeds ................................. We will not receive any of the
proceeds from the sale of shares by
the selling stockholders.

PRIVATE FINANCINGS

From July through November, 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the principal amount of
$10,000, 1,000 shares of common stock and warrants to purchase 5,000 shares of
common stock. The warrants are exercisable at an exercise price of $2.00 per
share commencing January 2000 through May 2000 and expire July 2004 through
November 2004. The notes bear interest at the rate of 10% per annum and are
payable on the earlier of 24 months from the date of issuance or upon the
closing of an initial public offering of our securities. We have agreed to
register the shares of common stock and the shares of common stock underlying
the warrants issued in the private financing. These shares are included in this
registration statement of which this prospectus forms a part and are being
offered by the selling stockholders under this prospectus.

3
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

We have also granted certain registration rights to the lender for the
registration of the shares of common stock underlying the warrants, including
demand and "piggy-back" registration rights. The shares of common stock
underlying the lender's warrant are included in this registration statement of
which this prospectus forms a part, are being offered under an alternate
prospectus and are not subject to a lock-up agreement. In addition, we have
agreed to utilize our best efforts to enable the lender, or its designee, to
purchase the number of shares of common stock in this offering in an amount
equal to $1,000,000 divided by the initial public offering price.

We have also entered into a consulting agreement with RMH Consulting
Corp., an affiliate of The Elite Funding Group, a principal stockholder and our
lender. The consulting agreement is for a period of two years commencing as of
November 1, 1999 and requires us to pay the consultant a fee of $6,250 per
month. Pursuant to the consulting agreement we issued 150,000 shares of common
stock to the consultant and we will be required to issue additional shares of
common stock to the consultant if we commence an initial public offering at a
price of $9.00 or less per share, so that the total number of shares issued to
the consultant will be equal to the number of shares which could have been
purchased in the initial public offering for $1,500,000. We may repurchase an
aggregate of 45,000 shares of common stock in four monthly installments of
15,000 shares of common stock from the consultant at a cash price of $2,000 for
each installment commencing in January 2000 through March 2000. In the event
that we do not repurchase the shares of common stock in a given month, then such
repurchase right expires. However, upon the completion of the offering our right
to repurchase any shares of common stock for which our repurchase right is still
outstanding will be accelerated. We have also granted certain registration
rights to the consultant for the registration of the shares of common stock,
including demand and "piggy-back" registration rights. The shares of common
stock issued to RMH Consulting are included in this registration statement of
which this prospectus forms a part are being offered under this prospectus and
are not subject to a lock-up agreement. See "Management--Consulting Agreements"
and "Certain Transactions."

SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

The registration statement, of which this prospectus forms a part, also
relates to our registration, for the account of the selling stockholders, of:
o an aggregate of 105,000 shares of common stock and 525,000 shares of
common stock underlying warrants issued in a private placement
between July and November 1999;

o 150,000 shares of common stock issued to RMH Consulting Group, an
affiliate of The Elite Funding Group, in November 1999;

o 750,000 shares of common stock underlying warrants issued in
connection with a loan from The Elite Funding Group of an amount up
to $1,000,000 in November, 1999;

o 75,000 shares of common stock issued to a consultant in November
1999; and

o an aggregate of 60,000 shares of common stock underlying warrants
issued for assisting the company in placing the $1,000,000 loan from
The Elite Funding Group to Security Capital and May Davis Group in
November 1999. The representative is not underwriting the selling
stockholders' shares. Urban Cool will not receive any of the proceeds
from the sale of these shares.

Except for The Elite Funding Group, Inc., with respect to 750,000 shares
of common stock underlying warrants, and RMH Consulting Corp., an affiliate of
The Elite Funding Group, and their assignees, with respect to 150,000 shares of
common stock, the selling stockholders have agreed not to directly or indirectly
offer, sell, transfer or otherwise encumber or dispose of any of their common
stock for a period of 13 months after the date of this prospectus without the
prior written consent of Security Capital. However, Security Capital has agreed
to release the lock-up after six months, with respect to 105,000 shares of
common stock and 525,000 shares of common stock underlying warrants issued in a
private financing transaction in July through November 1999, if Security Capital
has not agreed otherwise with the American Stock Exchange or other national
securities exchange. See "Shares Eligible for Future Sale".

4
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

The sale of the selling stockholders' shares by the selling stockholders
may be effected from time to time in transactions, which may include block
transactions by or for the account of the selling stockholders on The American
Stock Exchange, in the over-the-counter market or in negotiated transactions, or
through the writing of options on the selling stockholders' shares, a
combination of these methods of sale, or otherwise. Sales may be made at fixed
prices which may be changed, at a market prices prevailing at the time of sale,
or at negotiated prices.

The selling stockholders may effect the transactions by selling their
shares directly to purchasers, through broker\dealers acting as agents for the
selling stockholders, or to broker\dealers who may purchase shares as principals
and thereafter sell the selling stockholders' shares from time to time in the
over-the-counter market, in negotiated transactions, or otherwise. These
broker\dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or the purchaser
for whom which broker-dealers may act as agents or to whom they may sell as
principals or both, which compensation as to a particular broker-dealer may be
in excess of customary commissions.

The selling stockholders and broker-dealers, if any, acting in connection
with these sales might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. Any commission they receive and any profit
upon the resale of the securities might be deemed to be underwriting discounts
and commissions under the Securities Act.

Sales of any shares of common stock by the selling stockholders may
depress the price of the common stock in any market that may develop for the
common stock.

At the time a particular offer of the shares is made by or on behalf of a
selling stockholder, to the extent required, a prospectus supplement will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers,
or agents, the purchase price paid by any underwriter for shares purchased from
the selling stockholder and any discounts commissions, or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.

Under the Exchange Act and its regulations, any person engaged in the
distribution of shares of common stock, or securities convertible into common
stock, offered by this prospectus may not simultaneously engage in market-making
activities with respect to the common stock during the applicable "cooling off"
period prior to the commencement of this distribution. In addition, and without
limiting the foregoing, the selling stockholders will be subject to applicable
provisions of the Exchange Act and its rules and regulations, including without
limitation Regulation M promulgated under the Exchange Act, in connection with
transactions in the shares, which provisions may limit the timing of purchases
and sales of shares of common stock by the selling stockholders.

The following table sets forth information known to us regarding ownership
of our common stock by each of the selling stockholders as of January 1, 2000
and as adjusted to reflect the sale of shares offered by this prospectus. Other
than the following persons, none of the selling stockholders has had any
position with, held any office of, or had any other material relationship with
us during the past three years.

o The Elite Funding Group has agreed to advance us up to $1,000,000
pursuant to a loan agreement.

o RMH Consulting Corp., an affiliate of The Elite Funding Group, has
agreed to provide us with consulting services.

o Sea Breeze Associates is a consultant to the Company.

o Security Capital is the representative of the underwriters.

o May Davis Group assisted Security Capital in placing the private
financing in July through November 1999 and The Elite Funding Group
loan.

5
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

We believe, based on information supplied by the following persons, that
the persons named in this table have sole voting and investment power with
respect to all shares of common stock which they beneficially own. The last
column in this table assumes the sale of all of our shares offered in this
prospectus.

<TABLE>
<CAPTION>
Common Stock
Names of Shares Owned Offered by Shares Owned After Offering
Selling Prior to Beneficial ---------------------------
Stockholders Offering Owner Number Percent
------------ ------------- ------------- ------- -------
<S> <C> <C> <C> <C>

Jeffrey Levine ............................... 120,000(1) 120,000 0 0
Michael Kessler .............................. 30,000(2) 30,000 0 0
Jay Konesey .................................. 60,000(3) 60,000 0 0
Julius Smith Young, Jr. ...................... 90,000(4) 90,000 0 0
Gerald and Kathleen Holland .................. 30,000(5) 30,000 0 0
Charles P. Atkins ............................ 30,000(6) 30,000 0 0
Bella Figura, LLC ............................ 18,000(7) 18,000 0 0
Tom Hogan .................................... 18,000(8) 18,000 0 0
Arnold Eisenstadt ............................ 12,000(9) 12,000 0 0
Jeffrey George ............................... 12,000(10) 12,000 0 0
Henry Volquardsen ............................ 12,000(11) 12,000 0 0
Morton Mower ................................. 12,000(12) 12,000 0 0
Jeffret Hrutkay .............................. 12,000(13) 12,000 0 0
John and Sherri Kroening ..................... 12,000(14) 12,000 0 0
Keith Ganzer ................................. 9,000(15) 9,000 0 0
Insurance Planing Consultants Pension Plan ... 6,000(16) 6,000 0 0
Kenneth W. Forbes ............................ 6,000(17) 6,000 0 0
International Premium Associates, Inc. ....... 6,000(18) 6,000 0 0
Fran and Alan Bader .......................... 6,000(19) 6,000 0 0
E.H. Tepe Co., Inc. .......................... 6,000(20) 6,000 0 0
Sigma Services Corp. ......................... 12,000(21) 12,000 0 0
Howard B. Culang ............................. 9,000(22) 9,000 0 0
Russell P. Truitt ............................ 6,000(23) 6,000 0 0
Rodney Grebe ................................. 6,000(24) 6,000 0 0
Michael Spindel .............................. 12,000(25) 12,000 0 0
Loni Spurkeland .............................. 30,000(26) 30,000 0 0
Lennart Dahlgren ............................. 15,000(27) 15,000 0 0
Gregory Tucker ............................... 18,000(28) 18,000 0 0
Phelps Hoyt .................................. 15,000(29) 15,000 0 0
RMH Consulting Corp. ......................... 868,124(30) 868,124 0 0
The Elite Funding Group, Inc, ................ 868,124(31) 868,124 0 0
Sea Breeze Associates, Inc. .................. 175,000 75,000 100,000 *
Security Capital Trading, Inc. ............... 40,000(32) 40,000 0 0
May Davis Group .............................. 20,000(33) 20,000 0 0
Fink &Platz .................................. 1,875(34) 1,875 0 0
Colel Chabad ................................. 9,375(35) 9,375 0 0
Joseph Guttman ............................... 9,375(36) 9,375 0 0
Jay Matthews ................................. 3,125(37) 3,125 0 0
Stephen and Shulamit Danis ................... 3,125(38) 3,125 0 0
A&E Holdings, Inc. ........................... 625(39) 625 0 0
I. Jack Miller ............................... 1,563(40) 1,563 0 0
Todd K. Kim .................................. 1,250(41) 1,250 0 0
Sharon Stauber ............................... 1,563(42) 1,563 0 0

</TABLE>

- ---------------
(1) Includes 100,000 shares of common stock underlying a warrant exercisable
during the period January, 2000 through July, 2004.
(2) Includes 25,000 shares of common stock underlying a warrant exercisable
during the period January, 2000 through July, 2004.
(3) Includes 50,000 shares of common stock underlying a warrant exercisable
during the period March, 2000 through September, 2004.

6
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

(4) Includes 75,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(5) Includes 25,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(6) Includes 25,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(7) Includes 15,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(8) Includes 15,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(9) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(10) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(11) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(12) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(13) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(14) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(15) Includes 7,500 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(16) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(17) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(18) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(19) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(20) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(21) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(22) Includes 7,500 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(23) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(24) Includes 5,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(25) Includes 10,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(26) Includes 25,000 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(27) Includes 12,500 shares of common stock underlying a warrant exercisable
during the period May, 2000 through November, 2004.
(28) Includes 15,000 shares of common stock underlying a warrant exercisable
during the period May, 2000 through November, 2004.
(29) Includes 12,500 shares of common stock underlying a warrant exercisable
during the period April, 2000 through October, 2004.
(30) Includes 726,250 shares of common stock underlying a warrant owned by The
Elite Funding Group, Inc., an affiliate of RMH Consulting Group.
(31) Includes (i) 150,000 shares of common stock owned by RMH Consulting Corp.,
an affiliate of The Elite Funding Group and (ii) 726,250 shares of common
stock underlying a warrant exercisable commencing November 1999 through
November 2009.
(32) Represents 40,000 shares of common stock underlying warrants exercisable
during the period November, 2000 through November, 2004.
(33) Represents 20,000 shares of common stock underlying warrants exercisable
during the period November, 2000

7
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

through November, 2004.
(34) Includes 1,875 shares of common stock underlying a warrant.
(35) Includes 9,375 shares of common stock underlying a warrant.
(36) Includes 9,375 shares of common stock underlying a warrant.
(37) Includes 3,125 shares of common stock underlying a warrant.
(38) Includes 3,125 shares of common stock underlying a warrant.
(39) Includes 625 shares of common stock underlying a warrant.
(40) Includes 1,563 shares of common stock underlying a warrant.
(41) Includes 1,250 shares of common stock underlying a warrant.
(42) Includes 1,563 shares of common stock underlying a warrant.
* less than one percent.

LEGAL MATTERS

The validity of the securities being offered hereby will be passed upon
for Urban Cool by Silverman, Collura & Chernis, P.C., 381 Park Avenue South, New
York, New York 10016.

8
<PAGE>

ALTERNATE PAGE OF SELLING STOCKHOLDER PROSPECTUS

Urban Cool Network, Inc.

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

1,665,000 Shares of Common Stock

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

, 2000

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

Security Capital Trading, Inc.

Until , 2000 (25 days after the date of this prospectus), all dealers that buy,
sell or trade these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses (other than
underwriting commissions and discounts payable to the underwriters) payable by
Urban Cool in connection with the issuance and distribution of the securities
being registered. With the exception of the registration fee, the NASD filing
fee and The American Stock Exchange listing fees, all amounts shown are
estimates.

Registration fee .................................................. $ 11,101
The American Stock Exchange listing fees ........................... 32,500
NASD filing fee ................................................... 4,705
Printing and engraving expenses ................................... 125,000
Legal fees and expenses (other than Blue Sky) ..................... 300,000
Accounting fees and expenses ...................................... 175,000
Blue Sky fees and expenses (including legal and filing) ........... 25,000
Transfer agent fees and expenses .................................. 5,000
Miscellaneous expenses ............................................ 71,694
--------
Total ......................................................... $750,000

Item 14. Indemnification of officers and directors.

Section 145 of the Delaware General Corporation Law ("DGCL") permits, in
general, a Delaware corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or she
was a director or officer of the corporation, or served another entity in any
capacity at the request of the corporation, against any judgment, fines, amounts
paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.

Urban Cool's certificate of incorporation provides, in general, that we
shall indemnify, to the fullest extent permitted by Section 145 of the DGCL, any
and all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters referred
to in, or covered by, said section. The certificate of incorporation also
provides that the indemnification provided for therein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions taken in his or her official capacity and as to
acts in another capacity while holding such office.

In accordance with that provision of the certificate of incorporation,
Urban Cool shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at Urban Cool's request) made, or threatened to
be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be

II-1
<PAGE>

available if a judgment or other final adjudication adverse to such director or
officer establishes that (i) his or her acts were committed in bad faith or were
the result of active and deliberate dishonesty or (ii) he or she personally
gained in fact a financial profit or other advantage to which he or she was not
legally entitled.

The Form of Underwriting Agreement filed as Exhibit 1.1 hereto also
contains, among other things, provisions whereby the underwriters agree to
indemnify Urban Cool, each officer and director of Urban Cool who has signed the
registration statement, and each person who controls Urban Cool within the
meaning of Section 15 of the Securities Act, against any losses, liabilities,
claims or damages arising out of alleged untrue statements or alleged omissions
of material facts with respect to information furnished to Urban Cool by the
underwriters for use in the registration statement or prospectus.

The Underwriting Agreement also contains provisions whereby Urban Cool
agrees to indemnify the underwriters, each officer and director of the
underwriters, and each person who controls the underwriters within the meaning
of Section 15 of the Securities Act, against any losses, liabilities, claims or
damages arising out of alleged untrue statements or alleged omissions of
material facts contained in the registration statement or prospectus.

Urban Cool has been advised that it is the position of the Commission that
insofar as the indemnification provisions referenced above may be invoked to
disclaim liability for damages arising under the Securities Act, these
provisions are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.

Item 26. Recent Sales of Unregistered Securities.

Unless otherwise noted, the sale of the securities were exempt from
registration under the Securities Act under Section 4(2) and/or Regulation D
promulgated thereunder. All such sales being made to sophisticated investors
and/or accredited investors who had access to information about Urban Cool and
were able to bear the risk of loss of their investment.

(1) On January 23, 1998, Jacob R. Miles was issued 2,040,276 shares of
common stock upon our formation under Section 4(2) of the Securities
Act.

(2) On November 4, 1998, Rosalind Bell was issued 4,122 shares of common
stock for a purchase price of $1,000 under Section 4(2) of the
Securities Act.

(3) On November 4, 1998, Bettye Bell was issued 412 shares of common stock
for an aggregate purchase price of $100 under Section 4(2) of the
Securities Act.

(4) On November 4, 1998 Rosalind Bell was issued 16,487 shares of common
stock for services rendered under Section 4(2) of the Securities Act.

(5) On November 30, 1998, Omni Source Events was issued 8,244 shares of
common stock for an aggregate purchase price of $2,000 under Section
4(2) of the Securities Act.

(6) On November 30, 1998, Crystal R. Smith was issued 412 shares of common
stock for an aggregate purchase price of $100 under Section 4(2) of
the Securities Act.

(7) On November 30, 1998, Jennifer L. Smith was issued 412 shares of
common stock for an aggregate purchase price of $100 under Section
4(2) of the Securities Act.

(8) On December 7, 1998, Robert A. and Jacqueline M. Smith were issued
1,649 shares of common stock for an aggregate purchase price of $400
under Section 4(2) of the Securities Act.

(9) On December 7, 1998, Karen Miles was issued 1,649 shares of common
stock for an aggregate purchase price of $400 under Section 4(2) of
the Securities Act.

(10) On December 7, 1998, Venture Partners was issued 4,122 shares of
common stock for an aggregate purchase price of $1,000 under Section
4(2) of the Securities Act.

(11) On December 7, 1998, James Hurley, Jr. was issued 20,609 shares of
common stock for an aggregate purchase price of $5,000 under Section
4(2) of the Securities Act.

II-2
<PAGE>

(12) On November 4, 1998 Jacob R. Miles was issued 20,609 shares of common
stock for an aggregate purchase price of $5,000 under Section 4(2) of
the Securities Act.

(13) On March 3, 1999, James and Gloria Austin were issued 164,871 shares
of common stock for an aggregate purchase price of $40,000 under
Section 4(2) of the Securities Act.

(14) On March 1, 1999, Geraldine Miles was issued 1,649 shares of common
stock for an aggregate purchase price of $400 under Section 4(2) of
the Securities Act.

(15) On December 7, 1998, Eva G. Miles was issued 824 shares of common
stock for an aggregate purchase price of $200 under Section 4(2) of
the Securities Act.

(16) On March 3, 1999, Gary Fargusson was issued 82,435 shares of common
stock for an aggregate purchase price of $20,000 under Section 4(2) of
the Securities Act.

(17) On March 3, 1999, the Brannon-Cottrell Group was issued 61,826 shares
of common stock for an aggregate purchase price of $15,000 under
Section 4(2) of the Securities Act.

(18) On March 9, 1999, Black Urban Investors of Arlington were issued
163,840 shares of common stock for an aggregate purchase price of
$39,750 under Section 4(2) of the Securities Act.

(19) On March 9, 1999, Teddy Bosey, Jr. was issued 41,218 shares of common
stock for an aggregate purchase price of $10,000 under Section 4(2) of
the Securities Act.

(20) On March 10, 1999, Monte E. Ford was issued 41,218 shares of common
stock for an aggregate purchase price of $10,000 under Section 4(2) of
the Securities Act.

(21) On March 10, 1999, Paul R. Martinez was issued 41,218 shares of common
stock for an aggregate purchase price of $10,000 under Section 4(2) of
the Securities Act.

(22) On March 4, 1999, Larry D. Whiting was issued 41,218 shares of common
stock for an aggregate purchase price of $10,000 under Section 4(2) of
the Securities Act.

(23) On April 3, 1999, Debra Perk Haynes and Frederick D. Haynes were
issued 8,244 shares of common stock for an aggregate purchase price of
$2,000 under Section 4(2) of the Securities Act.

(24) On July 1, 1999, Bertram Denson was issued 41,218 shares of common
stock for an aggregate purchase price of $10,000 under Section 4(2) of
the Securities Act.

(25) On July 1, 1999, H. Ron and Rita White were issued 41,218 shares of
common stock for an aggregate purchase price of $10,000 under Section
4(2) of the Securities Act.

(26) On September 17, 1999, Upway Enterprises, Inc. was issued an aggregate
of 150,000 shares of common stock for consulting services under
Section 4(2) of the Securities Act.

(27) On September 19, 1999, Surrey Associates, Inc. was issued an aggregate
of 200,000 shares of common stock for consulting services under
Section 4(2) of the Securities Act.

(28) On October 31, 1999, Sea Breeze Associates, Inc. was issued an
aggregate of 175,000 shares of common stock for consulting services
under Section 4(2) of the Securities Act.

(29) As of November 1, 1999, RMH Consulting Corp. was issued an aggregate
of 150,000 shares of common stock for consulting services under
Section 4(2) of the Securities Act.

(30) In November, 1999, Stanley Wolfson was issued warrants to purchase up
to 1,000,000 shares of common stock in connection with the acquisition
of e-commerce Solutions, Inc under Section 4(2) of the Securities Act.

(31) On November 23, 1999 we issued warrants to purchase 750,000 shares of
common stock to the Elite Funding Group, Inc. in connection with a
loan in the amount up to $1,000,000 under Section 4(2) of the
Securities Act.

(32) From July through November 1999, in connection with a private
financing transaction to accredited investors pursuant to Regulation
D, the Company sold 105 units at a price of $10,000 per unit to the
individuals listed below. Each unit in the private financing consisted
of a promissory note in the amount of $10,000, 1,000 shares of common
stock and warrants to purchase 5,000 shares of common

II-3
<PAGE>

stock. The warrants are exercisable at an exercise price of $2.00 per
share commencing January, 2000 through November, 2004. The notes bear
interest at the rate of 10% per annum and are payable on the earlier
of 24 months from the date of issuance or upon the closing of this
offering.

Security Capital acted as the placement agent for the private
financing. We paid Security Capital a fee of $105,000, which was equal
to 10% of the aggregate purchase price of the units sold, a portion of
which was re-allowed to other registered broker-dealers, and a
non-accountable expense allowance of $31,500 which was equal to 3% of
the aggregate purchase price of the units sold.

Number of
Date of Closing Name Units
- ------------- ------ ---------
<S> <C> <C>
July 21, 1999 Jeffrey E. Levine 20

July 21, 1999 Michael Kessler 5

July 21, 1999 Jay Konesey 10

October 12, 1999 Julius Smith Young, Jr. 15

October 12, 1999 Gerald Holland, Kathleen Holland, JTWROS 5

October 29, 1999 Charles P. Atkins 5

October 29, 1999 Bella Figura, LLC 3

October 29, 1999 Tom Hogan 3

October 29, 1999 Arnold Eisenstadt 2

October 29, 1999 Jeffrey George 2

October 29, 1999 Henry Volquardsen 2

October 29, 1999 Morton Mower 2

October 29, 1999 Jeffrey Hrutkay 2

October 29, 1999 John C. Kroening and Sherri L. Kroening 2

October 29, 1999 Keith M. Ganzer 1.5

October 29, 1999 Insurance Planning Consultants Pension Plan 1

October 29, 1999 Kenneth W. Forbes 1

October 29, 1999 International Premium Associates, Inc. 1

October 29, 1999 Fran Bader & Allan Bader 1

October 29, 1999 E.H. Tepe Co., Inc. 1

November 16, 1999 Sigma Services Corp. 2

November 16, 1999 Howard B. Culang 1.5

November 16, 1999 Russell P. Truitt 1

November 16, 1999 Rodney Grebe 1

November 16, 1999 Michael Spindel 2

November 16, 1999 Loni Z. Spurkeland 5

November 16, 1999 Lennart Dahlgren 2.5

November 23, 1999 Greg Tucker 3

November 23, 1999 Phelps Hoyt 2.5

Total 105
</TABLE>

II-4
<PAGE>

Item 27. Exhibits.

The following documents (unless indicated) are filed herewith and made a
part of this Registration Statement.

Number Description of Exhibit
- -------- ----------------------

1.1 Form of Underwriting Agreement.

3.1 Certificate of Incorporation.(1)

3.2 By-laws.(1)

4.1 Specimen Certificate of the Common Stock.(2)

4.2 Form of Representative's Warrants.(2)

5.1 Opinion of Silverman, Collura & Chernis, P.C., counsel to Urban
Cool.(2)

10.1 Employment agreement dated November 22, 1999 between Urban Cool
Network, Inc. and Jacob R. Miles, III.(1)

10.2 Employment agreement dated November 22, 1999 between Urban Cool
Network, Inc. and Barry Levine.(1)

10.3 Employment agreement dated November 22, 1999 between Urban Cool
Network, Inc. and Terrence B. Reddy.(1)

10.4 Employment agreement dated November 22, 1999 between Urban Cool
Network, Inc. and Anthony Winston.(1)

10.5 Executive Stock Option Plan.(1)

10.6 1999 Stock Option Plan.(1)

10.7 Common Stock Purchase Warrant Agreement dated November 21, 1999
between Stanley Wolfson and Urban Cool Network, Inc.(1)

10.8 Shareholders' Agreement, dated November 21, 1999, between Urban Cool
Network, Inc. and Stanley Wolfson.(1)

10.9 Sale of Technology Agreement, dated November 21, 1999, between
e-commerce Solutions, Inc. and Stanley Wolfson.(1)

10.10 Employment agreement, dated November 21, 1999, between e-commerce
Solutions, Inc. and Stanley Wolfson.(1)

10.11 Promissory Note, dated November 18, 1999, between Urban Cool
Network, Inc. and Analysts International, Inc.(1)

10.12 Loan Agreement, dated November 23, 1999, between Urban Cool Network,
Inc. and The Elite Funding Group, Inc.(1)

10.13 Subscription Agreement and Investment Representation, dated November
23, 1999, between Urban Cool Network, Inc. and The Elite Funding
Group, Inc.(1)

10.14 Common Stock Purchase Warrant Agreement dated November 23, 1999
between The Elite Funding Group, Inc. and Urban Cool Network,
Inc.(1)

10.15 Security Agreement, dated November 23, 1999, between The Elite
Funding Group, Inc. and Urban Cool Network, Inc.(1)

10.16 Subscription Agreement and Investment Representation, dated as
of November 1, 1999, between Urban Cool Network, Inc. and
RMH Consulting Group.(1)

10.17 Consulting agreement dated as of November 1, 1999 between Urban Cool
Network, Inc. and RMH Consulting Corp.(1)

10.18 Consulting agreement dated September 17, 1999 between Urban Cool
Network, Inc. and Upway Enterprises.(1)

10.19 Consulting agreement dated September 19, 1999 between Urban Cool
Network, Inc. and Surrey Associates, Inc.(1)

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<PAGE>

10.20 Consulting agreement dated October 31, 1999 between Urban Cool
Network, Inc. and Sea Breeze Associates, Inc.(1)

10.21 Letter Agreement between Urban Cool Network, Inc. and The Elite
Funding Group, Inc.(1)

10.22 Letter of Intent, dated October 12, 1999, by Bloomberg, L.P. to
Urban Cool Network, Inc.(1)

10.23 Network Access Agreement dated August 16, 1998 between Urban Cool
Network, Inc. and ConnectTen LLC.(1)

10.24 Form of Common Stock Purchase Warrant Agreement between Urban Cool
Network, Inc. and the investors in the private financing
transaction.(1)

10.25 Form of Promissory Note between Urban Cool Network, Inc. and the
investors in the private financing transaction.(1)

10.26 Form of Subscription Agreement and Investment Representation between
Urban Cool Network, Inc. and the investors in the private financing
transaction.(1)

10.27 Sublease Agreement, dated August 13, 1999, between Urban Cool
Network, Inc. and Focus Communications, Inc.(1)

10.28 Sublease Agreement and Rider, dated February 8, 1999, between Urban
Cool Network, Inc. and Ecumenical Community Development
Organization.(1)

10.29 Deferred Compensation Agreement dated November 22, 1999 between
Urban Cool Network, Inc. and Jacob R. Miles III.(1)

10.30 Alliance Partnering Agreement, dated as of December 30, 1999,
between Urban Cool Network, Inc. and Akamai Technologies, Inc.

10.31 Letter of Agreement, dated January 6, 2000, between Urban Cool
Network, Inc. and NaviSite, Inc.

10.32 Memorandum of Understanding, dated as of November 29, 1999, between
Urban Cool Network, Inc. and NatioNet Online.

10.33 Amendment dated December 27, 1999, between Urban Cool Network Inc.
and Stanley Wolfson to the Shareholder Agreement, dated November 21,
1999, between Urban Cool Network Inc. and Stanley Wolfson.

10.34 Service Agreement, between Urban Cool Network, Inc. and Ask Jeeves,
Inc. (2)

21.1 List of Subsidiaries.(1)

23.1 Consent of Richard A. Eisner & Company, LLP.

23.2 Consent of Silverman, Collura & Chernis, P.C. (contained in Exhibit
5.1).(2)

24.1 Power of Attorney (included on the signature page of this
Registration Statement).(1)

27.1 Financial Data Schedule

99.1 Consent to Identification as Director Nominee of Sir Brian
Wolfson.(1)

- ------------
(1) Previously filed
(2) To be filed by amendment

Item 28. Undertakings.

1. Urban Cool hereby undertakes:

(a) To file, during any period in which offers or sales are being
made, a post-effective amendment(s) to this Registration Statement:

(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(2) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
together, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing any increase
or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in

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<PAGE>

volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calcualtion of
Registration Fee" table in the effective registration statement; and

(3) To include any additional or changed material information
with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;

(b) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering; and

(c) To provide to the underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

(d) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

2. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Urban
Cool pursuant to the foregoing provisions, or otherwise, Urban Cool has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Urban Cool of expenses incurred or paid
by a director, officer or controlling person of Urban Cool in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, Urban
Cool will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

3. Urban Cool will:

(a) For determining any liability under the Securities Act, treat the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by Urban Cool under Rule 424(b)(1), or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the
time the Commission declared it effective; and

(b) For purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-7

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Amendment No. 1 to Form S-1 and has
authorized this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, Texas on February
2, 2000.

URBAN COOL NETWORK, INC.

By: /s/ Jacob R. Miles, III
---------------------------------------
Jacob R. Miles, III
Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints JACOB R. MILES, III his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
---------- ------ -------
<S> <C> <C>

/s/ Jacob R. Miles, III
- ------------------ Chairman, Chief Executive Officer and Director February 2, 2000
Jacob R. Miles, III

/s/ Terrence B. Reddy
- --------------------- President, Chief Operating Officer and Director February 2, 2000
Terrence B. Reddy

/s/ Barry M. Levine
- ----------------------- Chief Financial Officer and Treasurer February 2, 2000
Barry M. Levine (principal accounting officer)

/s/ Rosalind Bell
- ----------------------- Director February 2, 2000
Rosalind Bell

/s/ Rex Cumming
- ----------------------- Director February 2, 2000
Rex Cumming

</TABLE>

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<PAGE>

Exhibit Index